ICAP Report 2010

ICAP plc Annual Report 2010
Annual Report
2010
for the year ended 31 March 2010
ICAP plc
2 Broadgate
London EC2M 7UR
United Kingdom
Telephone +44 20 7000 5000
Facsimile +44 20 7000 5975
Email investors@icap.com
Website www.icap.com
Company number 3611426
Inside this report
01 ICAP in ten
17 Business review
18 Group Chief Executive Officer’s review
24 Business review
30 Risk and control environment
43 Governance
44 Directors’ profiles
46 Chairman’s statement
47 Directors’ report
50 Corporate governance
55 Remuneration report
63 Independent auditors’ report
65 Financial statements
75 Notes to the financial statements
140 Index to the financial statements
141 Shareholder information
141 Information for shareholders
142 Definitions
01
01 – 15
ICAP in ten
17 – 41
Business review
Welcome to
43 – 63
Governance
ICAP in
65 – 140
Financial statements
ICAP is the world’s premier voice and

141 – 143
Information for shareholders
electronic interdealer broker and provider

of post trade risk and information services.
In this section we provide a ten-point
overview of ICAP, what we do and
how we have performed.
02 ICAP in ten
R Group revenue from continuing operations rose to

£1,605 million with profit before tax1 of £333 million
R Electronic revenue of £252 million produced operating profit1
of £100 million
R Post trade risk and information revenue rose to £142 million
and produced operating profit1 of £69 million
R Electronic broking and post trade risk and information
contributed 48% of Group operating profit1
R Continued progress in new businesses during the period.
However, expansion into full service agency cash equities in
Highlights Europe and Asia Pacific failed to match up to our expectations
and was closed; £18 million of post-tax losses have been
recorded as discontinued operations
R Post-tax exceptional costs of £52 million, related to the costs
9 Read more
on page 24
of closing the European and Asia Pacific full service agency
cash equities businesses and settling an SEC investigation
R On an underlying basis2 revenue fell by 6% and operating
profit2 by 13%
R The Group’s operating profit1 margin was 22% (2009
– 23%), reflecting the early stage of some acquisitions
and investments
R Free cash flow3 of £219 million (2009 – £296 million).
Net debt4 of £148 million (31 March 2009 – net debt
£126 million) after making acquisition related payments
of £149 million and paying £92 million in dividends
R The directors recommend a final dividend per ICAP share of
12.44p, which will be paid on 20 August 2010. The full year
dividend will be 17.55p compared with 17.05p per share in
2008/09
03
2010 2009 Variance
01 – 15
ICAP in ten
Continuing operations £m £m %
Revenue 1,605 1,585 1
Operating expenses1 (1,270) (1,243) (2)
Other income 19 23 (17)
Operating profit1 354 365 (3)
Net finance costs (28) (24) (17)
Associates (net of tax)1 7 9 (22)
17 – 41
Business review
Profit before tax1 333 350 (5)
Profit before tax
Financial – statutory3 247 285 (13)
Variance
Summary Dividend per share

pence
17.55
pence
17.05
%
3
Earnings per share
43 – 63
Governance
9 Read more
on page 38
total operations
Basic 18.0 27.6 (35)
Adjusted basic 32.3 34.1 (5)
Earnings per share

continuing operations
Adjusted basic 35.1 34.7 1
65 – 140
Variance
Total operations £m £m %
Net assets 1,215 1,140 7
Free cash flow4 219 296 (26)
Net debt5 (148) (126) (17)
Group revenue from continuing operations remained stable at
£1,605 million and operating profit1 declined to £354 million,
primarily as a result of investment in new businesses. However,
141 – 143
ICAP has demonstrated that, as a result of investments made

Notes: over a long period, its overall business is in good shape and
1 From continuing operations excluding amortisation and
impairment of intangibles arising on consolidation and is more broadly based than it has ever been. By following
exceptional items.
a clear growth and diversification strategy ICAP is well
impairment of intangibles arising on consolidation and positioned to take advantage of any changes in
exceptional items and adjusted to exclude the impact of FX.
3 From continuing operations. Total statutory profit after tax the structure and regulation of the financial
for the year of £116 million included a loss from discontinued
operations and exceptional items after tax of £48 million. services industry.
4 Free cash flow is net cash flow from operating activities
adjusted for capital expenditure and dividends received
from associates and other investments.
5 Net debt is cash and cash equivalents less long-term and
short-term borrowings and overdrafts.
04 ICAP in ten
ICAP is the world’s premier voice and

electronic interdealer broker and provider
of post trade risk and information
services. The Group is active in the
wholesale markets in interest rates, credit,
commodities, FX, emerging markets and
equity derivatives.
What we do
9 Read more
on page 24
Customer A Dealer 1
Customer A is interested in Dealer 1 places a sell
selling certain securities order with ICAP
and contracts to dealer 1
Electronic and 05
voice broking
An interdealer broker draws together willingness to buy
and sell in wholesale markets. ICAP uses voice broking
or electronic networks to bring these buyers and sellers
01 – 15
ICAP in ten
together, facilitating price discovery and receiving a
commission when a transaction is entered into. In many
of the markets where ICAP operates, voice brokers help
to create liquidity and facilitate the price discovery process.
This is particularly important in non-standardised, bespoke
markets where the number of parties willing to enter
certain transactions may be limited. In more standardised
markets with higher and more frequent participation,
17 – 41
Business review
such as spot FX and government bonds, ICAP operates
electronic broking platforms. ICAP’s combined solution
offers access to markets across all asset classes and
levels of liquidity.
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Governance
Voice broking
Dealer 2 Customer B
The dealer who buys the Customer B buys the
securities will in turn sell securities from dealer 2
Electronic them on to a customer
broking
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Post trade
risk
Post trade risk

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ICAP also provides a range of post trade risk

services to help its customers reduce operational
and systemic risk in their markets. This increases
their capacity, reduces their costs and creates
new trading opportunities, which in turn benefits
ICAP. As regulatory and market demand for such
products and services increases, ICAP expects
this business to grow.
06 ICAP in ten
Our divisions
Our business is managed across the following divisions:
R core voice broking (by geographic region)
R electronic broking
R post trade risk and information
R new businesses
Core voice broking

Voice brokers help to create liquidity in wholesale markets by
Diversity of
bringing together buyers and sellers, creating liquidity and easing
the price discovery process. This is particularly important in
non-standardised, bespoke markets as well as innovative new
our business markets where there may be less liquidity. In challenging market
conditions voice brokers offer a very valuable service to the
dealer community.
Electronic broking
When markets are more liquid and products more standardised,
9 Read more about
Voice broking
they are most efficiently traded on electronic broking platforms.
ICAP offers a number of electronic broking platforms, the
on page 24 largest of which are the EBS platform for spot FX and the
BrokerTec platform for fixed income products. ICAP also offers
platforms for electronic broking of interest rate and credit
9 Read more about
Electronic broking
default swaps. In addition to efficiency benefits for customers,
electronic broking has many transparency and audit benefits,
on page 25 which are of particular interest to regulators. ICAP’s electronic
broking networks are often integrated with our customers’ post
trade networks.
9 Read more about
Post trade risk and Post trade risk and information
information on page 26 Post trade risk and information services help customers reduce
operational and systemic risk in their markets. This includes
services such as portfolio reconciliation and compression,
9 Read more about
New businesses
netting and aggregation services and information data services
that offer regulators and market participants greater insight into
on page 27 the markets.
New businesses
The breadth and diversity of ICAP’s business is one of the key
drivers of its success. ICAP continues to expand and diversify
through a series of investments, despite sometimes challenging
conditions in many of these markets. This segment includes
businesses that have been acquired or set up within the past
two years. Examples of these businesses are shipping, equity
derivatives, base metals and our investment in Brazil.
Our key markets

07
ICAP is active in a broad range of markets, including interest
Revenue comparison from rates, credit, commodities, FX, emerging markets and equity
continuing operations by derivatives, and post trade risk and information services.
asset class ICAP continues to have the potential for further growth and
Rates FX Equities we have invested ahead of our competitors. Factors that
01 – 15
ICAP in ten
Emerging markets Credit Commodities support this growth include:
R instability in currencies, interest rate and credit markets
2005/06 2009/10 leading to price volatility and forming the basis for
9% 11% further growth in interest rate and credit derivatives,
FX, commodities and listed financial markets;
14% 13%
R demand for improved operational and capital efficiency
11% 9% for bank and hedge fund traders in these markets;
use of derivatives to manage efficiently and hedge risk
17 – 41
Business review
6% 10% R
8% 18%
exposure to changes in interest rates and FX, commodity
52% and other price fluctuations;
39%
R continuing high levels of government and corporate bond
issuance as structural change reducing bank lending to
corporates;
R reallocation of capital to commoditised “flow” markets and
the structural shift away from complex structured products;
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Governance
100% = £919m 100% = £1,605m
R continuing regulatory pressure on financial market
participants to overhaul OTC market infrastructure, reducing
systemic and operational risk by improving back office
procedures and reducing systemic and counterparty risk;
R clearing of OTC derivatives trades to reduce risk, improve
market efficiency and reduce costs;
R increased political pressure for new regulations requiring more
electronic trading, improved transparency and higher capital
65 – 140
requirements for OTC trades that are not cleared; and
R continued liberalisation of emerging markets. Economic
growth and increasing sophistication are driving growth in
onshore and offshore interest rate, FX and credit markets
in these countries.
Our geographic regions

141 – 143
ICAP’s businesses are distributed across more than 70

locations in 32 countries worldwide with a strong presence
in all major financial centres in EMEA, the Americas and
Asia Pacific. Our largest offices are in the UK, the US and Brazil.
08 ICAP in ten
ICAP’s strategic goals are clear. We want to be:

R the leading global intermediary;
R the leading post trade risk provider; and
R the main infrastructure provider to the world’s wholesale
financial markets.
We aim to have at least 35% of overall interdealer market

revenues and to generate operating profit evenly distributed
between voice broking, electronic broking and post trade risk
and information.
Our strategic There are three components to our strategy:
goals R
R
the expansion of our leading voice broking business;
the growth of our global electronic broking business both
through increasing volumes of existing products and by
developing new markets; and
9 Read more
on page 19 R the development of our post trade risk and information
businesses to provide innovative services that enable
our customers to reduce their costs and risks and to
increase their efficiency, return on capital and capacity
to process trades.
09
The charts below show a number of the key performance
01 – 15
ICAP in ten
indicators which ICAP uses to measure the progress we are
making towards our financial and strategic goals.
The breadth of ICAP’s business is a key driver of its success.
We believe that the percentage of our revenue derived from
businesses acquired or started during the previous two years
is an important indicator of our commitment to new initiatives
to diversify and grow the business. In our core voice broking
division we consider revenue per voice broker a key performance
17 – 41
Business review
indicator of our productivity. Technology spend as a percentage
of revenue is a measure of our commitment to building and
How we improving our competitiveness in electronic broking.
measure our Share of the global financial market
progress
2008 20%-22%
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Governance
2009 21%-23%
2010 22%-24%
Operating profit*
Voice Electronic Post trade risk and information
9 Read more
on page 29 2008 61% 26% 13%
2009 59% 24% 17%
2010 52% 29% 19%
New business**
65 – 140
2008 17%
2009 14%
2010 10%
Voice revenue per voice broker*

2008 £498,000
2009 £542,000
2010 £544,000
141 – 143
Technology spend as percentage of revenue*

2008 12%
2009 11%
2010 11%

impairment of intangibles arising on consolidation and
exceptional items.
2 Percentage of revenue generated from new business started
or acquired during the preceding two years, previously three
years and revised to more closely align the metric with the new
business segment.
10 ICAP in ten
Core voice broking

Revenue1 and operating profit1 from ICAP’s core voice broking
businesses were slightly lower than in 2008/09 when the
markets were exceptionally active. This was particularly the
case in EMEA. Revenue1 and operating profit1 in the Americas
increased slightly and profitability in Asia Pacific improved
markedly.
After consecutive years of extremely strong growth and
volatility, in 2009/10 the interest rate markets returned to
more normal and stable trading conditions with lower levels
of volatility in the markets. In EMEA and the Americas, revenue
How we have growth in the credit markets continued to be driven by corporate

bond trading, offsetting slower activity levels in the credit
default swap market.
performed The commodities division generated another year of good
revenue growth in both EMEA and the Americas, driven primarily
by oil, electricity, natural gas and coal. This division has generated
positive revenue growth in each of the past four years.
9 Read more
on page 24 Electronic broking
Electronic broking had a resilient year in terms of revenue1 and
its operating profit1 benefited from strong cost control. We have
Key achievements 2009/10 seen recovery in the electronic fixed income markets and, more
R established our domestic recently, in the spot FX markets.
Brazilian business; Customer activity has increased and traditional market players
R strong performance from post that were adversely affected by the dislocations in the markets
trade risk; are re-establishing themselves, joined by new market participants.
R completed the acquisition of Post trade risk and information
100% of TriOptima; and ICAP’s post trade risk and information division has developed
R extended the product coverage well and in the first full financial year that the division has
on our electronic broking reported separately, it contributed 19% of ICAP’s operating
platforms to include broking profit1. As regulatory and market demand for systems and
credit derivatives in the US. methodologies that reduce operational and systemic risk in
the markets increases, ICAP expects the division to continue
to increase its contribution.
Reset, the market leading expert for interest rate reset risk
management, accounts for the largest proportion of our
post trade risk and information revenue and operating profit.
It has seen some slowdown in the second part of the year
as short-term interest rates remain low and stable. ReMatch,
the bulk risk mitigation service for credit derivative portfolios,
launched in October 2009, is showing initial promise.
1 Continuing operations excluding amortisation and impairment of intangibles
arising on consolidation and exceptional items.
Divisional performance
Traiana, the post trade netting and aggregation service, saw

Divisional performance revenue very strong growth. It has continued to build out its offering
11
from continuing operations to both the buy and sell side, with increased volumes and a
growing number of participants on the Harmony Network.
Voice broking An FX joint venture with settlement bank, CLS Group,
is expected to reduce banks’ costs and processing burdens
£1,036m associated with high velocity trading by up to 90%.
01 – 15
ICAP in ten
In March 2010 we completed the acquisition of the 61.78%
of the share capital of market infrastructure provider, TriOptima,
Electronic broking we did not already own. TriOptima, whose services are aimed
£252m at reducing risk and helping financial institutions to manage their
OTC derivative portfolios more efficiently, is performing well.
ICAP information collects data from ICAP’s global voice
Post trade risk and information and electronic broking operations covering more than 32
countries from 50 locations in the three trading zones, EMEA,
17 – 41
Business review
£142m the Americas and Asia Pacific. This business has seen strong
revenue and profit growth, driven by increased demand for
independent trading data for regulatory purposes and the rise
New businesses in algorithmic trading.
£175m New businesses
ICAP continues to expand and diversify its business through a
series of investments. For 2009/10 the new business segment
includes the Group’s investment in a number of new initiatives
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Governance
which have been started or acquired over the past two years.
Despite recording an operating loss in 2009/10, many of
these new businesses are expected to be profitable in the
coming years. During the year the Group announced its decision
to discontinue its European and Asia Pacific integrated full
service agency cash equities business.
Market conditions in equity derivatives were more difficult
than in recent years, but Link continued to hold its position as
65 – 140
the leading global equity derivatives broker and the business
continued to make a material profit contribution.
ICAP’s expansion into Brazil continues apace and has yielded
good initial results in its first year of operation, despite showing
an operating loss. Brazil is now ICAP’s third largest wholly-
owned office by head count with more than 250 brokers and
support staff.
In Shipping, the business made a small operating loss due to
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difficult market conditions. However, it is well positioned for an

upturn in the shipping cycle. ICAP’s London Metal Exchange base
metals broking business provided a strong performance.
12 ICAP in ten
A regulatory and reputational spotlight is being aimed at all

financial services companies. The scale of ICAP means our
profile is high and we must demonstrate leadership in setting
and achieving the highest ethical and professional standards
by our staff, management and directors. We are committed
to strengthening our control environment, both geographically
and across product lines and have continued to make substantial
progress in the past year.
The directors believe that a sound control environment and
robust risk management are fundamental to ICAP’s business.
The significant risks of the Group are continually monitored,
Managing assessed and managed at the relevant level.

As a broker, intermediating flow between trading counterparties,
risk the Group does not aim to take proprietary risk positions in
any of its businesses and is not, by the nature of its activities,
exposed to significant market or credit risk.
The principal risks that the Group faces have not changed
9 Read more
on page 30
during the year.
The Group continues to classify its exposures into eight risk
categories: operational, regulatory and compliance, credit,
liquidity, reputational, market, financial and strategic of which
we consider the first two to be our principal risks.
ICAP’s risk management framework is built on four complementary
pillars – risk governance, risk management, risk measurement
and risk infrastructure. The Group is committed to building on
its already strong control environment, both geographically and
across product lines.
13
The policy behind the executive directors’ remuneration is
01 – 15
ICAP in ten
aligned with the interests of shareholders. Performance-related
pay is the main component of overall remuneration.
The principles of the directors’ remuneration policy have been
developed over a number of years to recognise and reward
the substantial growth of the Group. The charts set out
the performance-related and the share-based elements of
the remuneration of the four executive directors.
17 – 41
Business review
How we are Performance-related pay
rewarded Michael Spencer Group Chief Executive Officer
Matthew Lester Group Finance Director
43 – 63
Governance
9 Read more
on page 56
John Nixon Chief Executive Officer ICAP Electronic Broking
Mark Yallop Group Chief Operating Officer
Fixed percentage Performance-related percentage
65 – 140
Share-based remuneration
Michael Spencer Group Chief Executive Officer
Matthew Lester Group Finance Director
John Nixon Chief Executive Officer ICAP Electronic Broking

141 – 143
Mark Yallop Group Chief Operating Officer
Cash percentage Share-based percentage

14 ICAP in ten
Board and management

ICAP is managed by an experienced board of directors who
are responsible for ICAP’s strategy and long-term business
objectives, acquisitions and major investments.
The board also oversees ICAP’s risk management, control and
compliance functions. There is a clear division between the roles
and responsibilities of the Chairman and Group Chief Executive
Officer. The Chairman is responsible for leadership of the board
and ensuring effective communication with shareholders and
the Group Chief Executive Officer is responsible for leading
and managing the business.
Our key A number of our non-executive directors are retiring in

2010/11. This creates an opportunity to refresh the board
resources
with relevant skills and experience for the current environment.
ICAP has built a very strong competitive position with a very
capable management team, led by the Global Executive
Management Group. This group consists of the four executive
directors of ICAP and six members of senior management.
Board
Non-executive directors
Charles Gregson (Chairman)
James McNulty
William Nabarro
John Sievwright
Executive directors
Michael Spencer
Matthew Lester
John Nixon
9 Read more
on page 44
Mark Yallop
Global Executive
Management Group
Senior management
David Casterton
Gil Mandelzis
Stephen McDermott
Doug Rhoten
Kim Rosenkilde
9 Read more
on page 22 David Rutter
Staff
ICAP employs approximately 4,500 people worldwide.
15
Of this number, more than 2,500 are brokers, sales and
customer support staff and over 800 are employed in IT
and the development of our electronic broking platforms.
As the Group has expanded and grown, ICAP has attracted
people with a broader range of skills in both technology and
01 – 15
ICAP in ten
in the original broking businesses.
Our brokers and their managers comprise the largest group of
our staff. They are highly entrepreneurial, dynamic, team spirited
individuals with extremely strong networking and interpersonal
skills. Our technology professionals, sales, marketing and
support staff also contribute greatly to our overall success.
Technology
ICAP’s various businesses are leaders in the use of technology.
17 – 41
Business review
During the year we spent 11% of our revenue from continuing
operations on technology and our advances are key to the
success, efficiency and responsiveness of our operating
businesses.
We continue to achieve significant economies of scale by
leveraging internally developed and externally acquired
trading platforms in a global IT network of more than 800 IT
professionals based in EMEA, the Americas and Asia Pacific.
43 – 63
Governance
ICAP’s strong technological capability ensures that not only can
we meet the needs of our customers but also that we are able
to anticipate their requirements in a rapidly changing business
and regulatory environment.
Suppliers
We rely on a number of key suppliers to help us carry out
our business. We have put in place procedures to ensure that
65 – 140
purchasing decisions balance cost against other factors including
service quality, global reach and resilience.
141 – 143
16
17
01 – 15
ICAP in ten
Business review
In this section we describe the main
trends underlying the performance
of the business and the principal risks
17 – 41
Business review
and uncertainties facing the Group.
22 G
lobal Executive Management Group
24 Business review
24 Results for 2010
24 Divisional performance
43 – 63
Governance
28 Technology
29 Key performance indicators
36 Corporate and social responsibility
38 Financial review
65 – 140
141 – 143
18 Group Chief Executive

Officer’s review
As a result of investments
made over a long period our
overall business is in good shape.
By following a clear growth and
diversification strategy for several
years ICAP is well positioned to
take advantage of any changes
in the structure and regulation
of the financial services industry.
We are concentrating this year on
growing our business organically
and working with our customers
to expand the use of the market
infrastructure our investment has
developed. We have made a good
start to the new financial year,
with volatile conditions creating
more active markets.
Michael Spencer
ICAP Group Chief Executive Officer
Our goals are to be the leading global intermediary,

the leading post trade risk services provider and the Key achievements 2009/10 19
main infrastructure provider to the world’s wholesale R established our domestic Brazilian business;
financial markets. We aim to have at least 35% of R strong performance from post trade risk;
overall interdealer market revenues and to generate R completed the acquisition of 100% of TriOptima; and
operating profit* evenly distributed between voice
broking, electronic broking and post trade risk and R extended the product coverage on our electronic
information. broking platforms to include broking credit
01 – 15
ICAP in ten
derivatives in the US.
There are three components to our strategy:
the expansion of our leading voice broking business;
R Strategic priorities for 2010/11
the growth of our global electronic broking business both
R R continue investing in our target markets;
through increasing volumes of existing products and by
developing new markets; and R increase returns in voice broking;
the development of our post trade risk and information
R R further expansion of post trade risk;
businesses to provide innovative services that enable our R extend the new product coverage on our electronic
customers to reduce their costs and risks and to increase their broking platforms; and
efficiency, return on capital and capacity to process trades.
17 – 41
Business review
R generate superior EPS growth for our investors.
ICAP’s businesses are based fundamentally on networks that we
develop and operate globally for the wholesale financial markets.
We have successfully developed a business providing value added
services to customers and then charging them when they complete
their transactions using these networks. Building physical, global growth. ICAP’s intellectual property business, Ocean Tomo, will help
networks is technically challenging, time consuming and requires us build a leading position in the global and intellectual property
considerable customer co-operation. However, once a network is broking market.
established there are significant economies of scale. In the broking Almost half of ICAP’s operating profit* is now derived from
businesses, as the number of buyers and sellers on a network electronic broking and post trade risk and information.
increases, liquidity increases as prices tighten making the network
43 – 63
Governance
more attractive to new users. In turn the network becomes more Electronic volumes returned to more normal levels during 2009/10
valuable as transaction volumes increase and new customers and but in the last quarter, driven primarily by greater customer risk
products are added. tolerance, average daily volumes on our electronic broking
networks, BrokerTec and EBS, increased by 24% compared with the
Delivering on our strategy previous year. Total average daily volumes in fixed income products
We have consolidated our position as a leading global intermediary on the BrokerTec platform (US Treasury products, US repo and EU
in the wholesale financial markets by a clear margin. The Group has repo) were $539 billion, an increase of 33% on the same period in
a good track record of building and growing our business over many 2009. Average daily volumes in spot FX on the EBS platform were
years and we continue to believe that we can expand our businesses $154 billion single count during the last quarter of 2009/10.
in emerging markets, credit, equity derivatives and commodities, ICAP’s post trade risk and information businesses continue to
including shipping markets. They present considerable structural and perform strongly. The information business saw a healthy
65 – 140
market share growth potential over the next three to five years. improvement in profit in 2009/10 driven by a continuing increase
In the core voice broking businesses the interest rate derivatives in demand for independent trading data to meet the enhanced risk
markets have been active on both sides of the Atlantic albeit at management needs of our customers.
lower levels than the exceptionally busy markets during the previous Traiana’s Harmony network FX processing service handled an
year. The commodities markets have, in most instances, maintained average of 354,000 tickets per day in the last quarter of
the steady growth that we have seen for a number of years. In the 2009/10, compared to 187,000 tickets per day in the
credit markets, cash continued to be more active than derivatives. corresponding quarter a year earlier. Traiana and State Street
Most of the emerging markets in the Americas, Asia Pacific and Bank have announced recently an agreement to combine State
Europe had an active end to the financial year. Street’s Global Trading Support Services (GTSS) with Traiana’s
Our investment in new voice broking businesses provided mixed Harmony post trade services to create the comprehensive
141 – 143
performances this year. The expansion into full service agency end-to-end post trade pre-settlement solution. The partnership
cash equities in Europe and Asia Pacific failed to deliver the necessary increases Traiana’s Harmony network with the addition of over 200
returns. After a thorough review conducted in early 2010 we asset managers, hedge funds and other institutional clients as well
announced in March our decision to withdraw this full service offering. as custodian banks. We continue to invest most of the profit from
This was a very disappointing outcome and an important lesson. this business into the development of additional applications for the
Harmony network.
Although our shipping business continues to make small losses
we believe it is well positioned for the upturn in the shipping cycle. ReMatch, the bulk risk mitigation service for credit derivative
Our Brazilian businesses are continuing to increase revenue and portfolios, has made a good start. The basis risk management
market share and we expect them overall to reach break-even business, Reset saw slower markets due to the stability in short-
within the next financial year. We believe our equity derivatives term interest rates but the business and its prospects are sound.
businesses maintained market share in more difficult markets and
our London Metal Exchange business continued to show steady
* From continuing operations excluding amortisation and impairment of intangibles
20 Group Chief Executive

Officer’s review
continued
The acquisition of the remaining 61.78% of equity in TriOptima that

Business drivers ICAP did not already own, was completed at the end of the financial
ICAP continues to have the potential for further growth year. TriOptima operates a portfolio reconciliation service that
currently handles 5.8 million trades representing over 75% of all
and we have invested ahead of our competitors. Factors non-cleared OTC derivative transactions globally. triReduce, the
that support this growth include: portfolio compression service, serves over 150 bank and non-bank
R instability in currencies, interest rate and credit subscribers worldwide and, in 2009, eliminated $40.3 trillion of
markets leading to price volatility and forming the outstanding derivatives contracts.
basis for further growth in interest rate and credit Opportunities in changing markets
derivatives, FX, commodities and listed financial The very public political debate about strengthening financial
markets; regulation and the market infrastructure, particularly of OTC
derivatives, is moving towards a conclusion in the major centres.
R demand for improved operational and capital Legislators, regulators and market participants all have their own
efficiency for bank and hedge fund traders in demands.
these markets;
Once legislation is in place, some of which may be this year, we
R use of derivatives to manage efficiently and hedge expect new industry regulation and capital treatments to emerge.
risk exposure to changes in interest rates and FX, This includes proposals for international adoption of the new
commodity and other price fluctuations; Basel III proposals for banks’ capital and liquidity requirements.
R continuing high levels of government and corporate However, while the debate continues, 14 of the largest banks have
bond issuance as structural change reduces bank made a number of commitments to global regulators that have
lending to corporates; and will continue to improve the market infrastructure even before
legislation designed to reform OTC market structures has been
R reallocation of capital to commoditised “flow” finalised. These include increasing transparency through the use
markets and the structural shift away from complex of global data repositories to address the needs of regulators for
structured products; information about counterparty exposures and aggregated post
R continuing regulatory pressure on financial market trade data. TriOptima has been tasked with the development of the
participants to overhaul OTC market infrastructure, global trade repository for OTC interest rate derivatives and began
publishing the first aggregated market data on 30 April 2010.
reducing systemic and operational risk by improving
back office procedures and reducing systemic and We also expect that the requirements for electronic trading
counterparty risk; systems in the OTC derivative markets will become clearer.
We successfully launched electronic trading of credit derivatives
R clearing of OTC derivatives trades to reduce risk, in the US in 2010 and expect to launch electronic trading
improve market efficiency and reduce costs; of interest rate derivatives by the end of 2010. Now that there
R increased political pressure for new regulations is broad agreement on the benefits of introducing counterparty
requiring more electronic trading, improved (CCP) clearing for standardised eligible transactions, regulators
and risk and operations professionals have started to consider
transparency and higher capital requirements for
risks that cannot be removed or mitigated by CCP models, such
OTC trades that are not cleared; and as further order risks and complex and structured trades. In 2011
R continued liberalisation of emerging markets. we anticipate the increased use of both more efficient bilateral
Economic growth and increasing sophistication are collateralisation and CCPs and that these risk mitigation techniques
driving growth in onshore and offshore interest rate, will be applied to larger segments of the OTC markets.
FX and credit markets in these countries. We expect to expand our range of post trade processing and risk
management services in this evolving regulatory environment.
This is an attractive area in which to invest; we know the market
well and are working alongside our key customers. The new
services we are introducing employ intellectual rather than
financial capital and our competition is fragmented.
Regulation
Another aspect is that a regulatory and reputational spotlight is
being aimed at all financial services companies. During the past
year the Group announced that it had reached a settlement with
the SEC in respect of a multi-year, industry-wide investigation into
the markets in certain fixed income securities, without admitting
or denying allegations of any wrongdoing. The investigation
concerned certain activities on ICAP Securities USA LLC’s
interdealer voice broking mortgage backed securities desk Dividend

between 2005 and 2008. Since then ICAP Securities USA Our business continues to be highly cash generative and, although 21
LLC has made substantial enhancements to the quality of its we have had one-off issues this year, our free cash flow was
control environment. £219 million and we have a stable net debt position. As a result
the business is well placed to continue to grow and develop. On this
The scale of the Group means our profile is high and we must occasion the directors have based their dividend recommendation
demonstrate leadership in setting and achieving the highest on the continuing adjusted EPS of 35.1p so that the total dividend
ethical and professional standards by our staff, management and for the year will be 17.55p compared with 17.05p per share in
directors. We are committed to strengthening our strong control 2008/09: subject to shareholder approval a final dividend of
environment, both geographically and across product lines, and
01 – 15
ICAP in ten
12.44p per share will be paid on 20 August 2010 to shareholders
have continued to make substantial progress in the past year. on the register on 23 July 2010.
Competitive environment Under the terms of the scrip dividend scheme that was introduced
We continue to benefit from greater scale and broader diversity in 2009, shareholders will be offered the opportunity to elect to
than our competitors. When assessing our available market size receive their cash dividend in shares. Further details will be
we include interdealer broking markets in interest rates, credit, announced on 28 July 2010.
commodities (including shipping), FX, equity derivatives and
emerging markets – together with markets such as post trade Looking ahead
risk. Markets such as global cash equities and financial futures ICAP continues to benefit significantly from the investments made
remain separate from this broader definition, although ICAP does in previous years. We have learned some valuable lessons this past
act as an executing broker in listed futures markets. By our year but are very focused on building and developing the business,
17 – 41
Business review
estimates, overall industry revenue declined in 2009/10 by 12% to employing an even more disciplined approach to our new initiatives,
$11 billion. On this basis ICAP currently estimates its share of this a sound control environment and robust risk management.
market has grown to 22%–24%. Our strategy remains to increase
this share to 35%. Our overall business is in good shape and is more broadly based than
it has ever been. By following a clear growth and diversification
In voice broking markets, competitive strength is a function of strategy our business is well positioned to take advantage of any
longstanding customer relationships, coherent asset class changes in the structure and regulation of the financial services
coverage, excellent communications and, increasingly, the speed industry. We will concentrate this year on growing our business
and efficiency of straight-through-processing that is normally organically and will work with our customers to expand the use of
provided or facilitated by ICAP as a free ancillary service in the market infrastructure our investment has developed. We have
conjunction with voice broking. made a good start to the new financial year, with volatile conditions
creating more active markets.
43 – 63
Governance
In electronic broking markets, our key competitive advantages are:
depth of available liquidity, breadth of our electronic network and
established customer connectivity. Our networks are also highly
scalable, offering scope for functional enhancement and delivery
of new innovative products.
Our competitors in post trade risk are widely dispersed and there
are no other businesses with the combination of scale, technology
or network connectivity covering the segments in which we
operate. The Group’s post trade risk operations have significant
growth capacity and can be leveraged across different asset
classes to reduce further risk and improve operational efficiency
65 – 140
in the wholesale financial markets.
Our people
ICAP has a strong and successful culture which has a big impact
on our ability to recruit and retain the highest quality staff. We have
successfully expanded the business and once again we have seen
a substantial growth in the number of ICAP staff. In fact during the
past 10 years we have more than doubled our headcount to more
than 4,500 while at the same time tripling our revenue. I would like
to thank each of them for their contribution to ICAP’s continuing
development during the past year. The combined efforts of our
staff, our executive management team and my fellow directors
141 – 143
have been truly inspiring.

Charity Day
ICAP’s Charity Day is a long established part of our culture.
Over the past 17 years we have donated more than $119 million
to charities proposed by our staff in each of our offices around
the world. So far over 800 charities have benefited; they range
from training centres for vulnerable children in Ghana to the search
for an effective treatment for Alzheimer’s disease sufferers in
London. In December 2009 we successfully raised $18.7 million
(£11.5 million) in one day. It was only made possible by the amazing
efforts of our customers, staff, suppliers and supporters who made
Charity Day 2009 such a fantastic success.
22 Global Executive
Management Group (GEMG)
The GEMG consists of the

four executive directors of ICAP
and six members of senior
management.
Michael Spencer Matthew Lester

Group Chief Executive Officer Group Finance Director
Aged 54 Aged 46
Michael was the founder of Intercapital in 1986 As Group Finance Director, Matthew is
and became Chairman and Chief Executive chairman of the finance committee and is
of Intercapital in October 1998, following responsible for a number of global support
the Exco/Intercapital merger. He is deemed, functions including finance, treasury, tax and
with IPGL and its subsidiary INFBV, to have company secretariat. Previously he worked for
an interest of 17.39% in ICAP plc. IPGL’s Diageo plc in a number of senior finance roles,
other interests include City Index Limited and including Group Financial Controller. Matthew,
The GEMG is the main investments in a variety of other financial having qualified as a chartered accountant
strategic development forum services companies. Michael was non-executive
Chairman of Numis Corporation plc from April
in 1987 with Arthur Andersen, moved to
Kleinwort Benson, corporate finance, in 1988.
for ICAP and meets six times 2003 until May 2009. In February 2007, He is a member of the main committee of
he was appointed Treasurer of the The 100 Group of Finance Directors.
a year to review business Conservative Party.
operations and performance.
New business initiatives are
approved by the GEMG
which then reviews them
on a regular basis.
Mark Yallop John Nixon

Group Chief Operating Officer Group Executive Director ICAP Americas
Aged 50 Chief Executive Officer
As Group Chief Operating Officer, Mark is ICAP Electronic Broking
chairman of the group risk committee and is Aged 55
responsible for the post trade risk businesses. John is the executive director responsible for
He had previously been Group Chief Operating ICAP Americas and continues to be responsible
Officer of Deutsche Bank Group, following for electronic broking. He has 30 years’
many years’ involvement in trading in the experience in the interdealer broking industry.
derivatives, foreign exchange and cash Prior to his full-time involvement with ICAP,
markets. Mark was also a director of ISDA he was a non-executive director of ICAP plc
from 1996 to 1998. from 1998 to 2002. John was previously Chief
Executive Officer of Tullett and Tokyo Forex,
now part of Tullett Prebon, where he worked
from 1978 to 1997 in Toronto, London and
New York.
23
01 – 15
ICAP in ten
David Casterton Gil Mandelzis Stephen McDermott
Chief Executive Officer Chief Executive Officer Chief Operating Officer
ICAP London and EMEA Traiana ICAP Americas
17 – 41
Business review
Aged 51 Aged 42 Aged 53
David is responsible for all voice broking, Gil co-founded Traiana in April 2000. Prior Stephen was, until March 2008, an executive
technology and support functions in London to Traiana, he worked in the M & A group director of ICAP plc. In 2006 he oversaw
and EMEA including ICAP Shipping. Between at Deutsche Bank Alex Brown (formerly BT the integration with EBS. He was appointed
1997 and 2008, he was responsible for ICAP’s Wolfensohn) in New York, where Gil advised a director of the US operations in December
interest rate business in London. Before joining companies in the financial and technology 1995 having joined the foreign exchange
ICAP in 1995 David was with MW Marshall and sectors. Gil holds an MBA from INSEAD. business of Garban in 1986. Stephen is also
Guy Butler International. a board member of Columbia University’s
Executive Masters of Science and Technology
Management.
43 – 63
Governance
65 – 140
Douglas Rhoten Kim Rosenkilde David Rutter
Chief Executive Officer Chief Executive Officer Deputy Chief Executive Officer
ICAP Americas ICAP Asia Pacific ICAP Electronic Broking
Aged 55 Aged 44 Aged 47
Doug has over 29 years’ experience in the Kim is responsible for all voice broking, David was appointed to his current role in
broking industry. He joined ICAP in 1977 technology and support functions in Asia 2006 and is responsible for the day-to-day
and was appointed Chief Executive Officer Pacific. Prior to joining ICAP, he held a number management of ICAP’s Electronic Broking’s
for ICAP Americas in 2001 and is responsible of positions at ABN Amro, most recently as global business. Prior to joining ICAP in 2003,
for all voice broking technology and support Chief Executive Officer and country executive, David was a significant shareholder in Prebon.
functions in the US, the operations in Latin Japan and head of global markets, North His tenure at Prebon began in 1988 and he
America, including Brazil, and ICAP’s intellectual America. Kim has 23 years’ experience in served in various capacities including Global
property business. He is a founding member fixed income and currency trading and risk Chief Executive Officer of Prebon Energy and
141 – 143
of The Green Exchange and former member of management. Managing Director of the Americas. David has
the US Federal Reserve Bank Foreign Exchange served on several corporate boards of entities
Committee. in the e-commerce field.
24 Business review
Results for 2010 Divisional performance

Core voice broking
Headline Underlying Operating Headline Underlying
The Group reports a profit Revenue*
£m
growth
%
growth*
%
profit* growth
% %
growth*
%
from continuing operations EMEA 506 (3) (7) 115 (15) (12)
of £333 million before tax, The Americas 434 3 (6) 80 5 (4)
amortisation and impairment of Asia Pacific

Total
96
1,036
–
–
(9)
(6)
1
196
n/m
(6)
n/m
(7)
intangibles arising on consolidation
Revenue* and operating profit* from ICAP’s core voice broking
and exceptional items; this businesses were slightly lower than in 2008/09, when the markets
represents a decrease of 5% over were exceptionally active. Headline growth benefited from
the impact of the weakening of pound sterling against the dollar
the prior year. On a statutory basis, and euro. This was particularly the case in EMEA. Revenue*
and operating profit* in the Americas increased slightly, with an
profit from continuing operations improvement in performance in the second half of 2009/10 and
before tax was £247 million, profitability in Asia Pacific improved. We saw some improvement
in our core voice broking markets in the last quarter of the financial
a decrease of 13% over the year as risk tolerance began to return to the market.
prior year; £18 million of post-tax Interest rates

After consecutive years of extremely strong growth and volatility,
losses have been recorded as in 2009/10 the interest rate markets returned to more normal
and stable trading conditions with lower levels of volatility in the
discontinued operations. markets. Interest rate derivatives volumes increased steadily over
the course of 2009/10 despite increasing uncertainty about future
regulatory proposals from the US and European governments.
ICAP reports on segments of its business in the same way
externally as we manage and report the business internally. Traditional “flow” interest rate products, both cash and derivatives,
The major segments are the three regions of core voice broking, remained active on both sides of the Atlantic, as high levels of
electronic broking, post trade risk and information and new corporate bond issuance around the world partially offset the lower
businesses. New businesses, currently comprising new voice volatility. Although interest rate swap volumes increased, revenues
broking businesses, have been separated out to allow the declined compared with the very strong revenues of 2008/09.
appropriate focus given the very substantial investment that This was due to a shift in the traded product mix towards lower
has been undertaken. revenue short date durations, particularly in the Americas.
The majority of ICAP’s revenue is non-pound sterling denominated In general risk appetite returned to the markets in the last quarter
and has been affected positively by the strengthening of the dollar of 2009/10, with spreads narrowing correspondingly. There was a
against pound sterling. marked increase in trading activity towards the end of the financial
year, particularly in the interest rate options market. However, this
ICAP is active in a broad range of markets and the diversity of increased risk tolerance remains vulnerable to negative news flow,
its market coverage is a key strength of the Group. The revenue as highlighted by the recent European sovereign debt crisis.
and growth rates per market from our continuing operations are
given below.
Continuing operations 2010 2009
Revenue Revenue Growth
Markets £m £m %
Interest rates** 630 678 (7)
FX 292 245 19
Equities 163 184 (11)
Emerging markets 141 127 11
Credit 204 192 6
Commodities 175 159 10
Total 1,605 1,585 1 * From continuing operations excluding amortisation and impairment of intangibles
arising on consolidation and exceptional items. Underlying additionally excludes
the impact of FX.
** Includes interest rates revenue from our electronic fixed income platform.
Credit In Asia Pacific, after a subdued year, volumes traded through our
In EMEA and the Americas, revenue growth continued to be driven joint venture in China with CFETS (China Foreign Exchange Trading 25
by corporate bond trading, offsetting slower activity levels in the System) have started to increase, particularly in the fixed income
credit default swap (CDS) market. Persistent uncertainty about and forward FX businesses.
the implementation and potential impact of proposed regulatory
changes, including the introduction of central clearing, continued In Latin America, SIF ICAP Chile, our new joint venture, is developing
to weigh on the CDS market. However this accounts for a relatively well. ICAP continues to seek out opportunities for investment in
small part of ICAP’s business. Argentina, Chile, Colombia and Ecuador.
After two very active years, however, the corporate bond market FX
01 – 15
ICAP in ten
is also returning to more normal, stable trading conditions. In 2009/10 volatility began to return to the FX market, particularly
This market benefited from the high levels of corporate bond in emerging market currencies. Turkish lira experienced notably
issuance of the past year although reduced volatility and narrower high turnover and there were also increased volumes traded in the
spreads have slowed growth from the exceptionally high levels of Russian rouble, Hungarian forint, Polish zloty, Gulf Co-operation
2008/09. In both the CDS and corporate bond market the focus has Council currencies and the South African rand. Other African
shifted from high yield to high grade credit as volatility decreased. currencies are also developing well, with an upturn in business in
Volumes in emerging market credit products have increased Kenya and Ghana.
considerably as these markets recover from the financial crisis. Electronic broking
Commodities Headline Underlying
The commodities division generated another year of good revenue growth growth*
£m % %
17 – 41
Business review
growth in both EMEA and the Americas, driven primarily by
oil, electricity, natural gas and coal. This division has generated Revenue* 252 – (11)
positive revenue growth in each of the past four years. Increased Operating profit* 100 14 (13)
confidence in economic recovery led to record trading volumes
in natural gas and coal on both sides of the Atlantic. Electricity Electronic broking had a resilient year in terms of revenue* and its
volumes were resilient in both North America and continental operating profit* benefited from strong cost control.
Europe. The emissions market had a stable year, although the lack
After extraordinary growth followed by a very cautious trading
of regulatory consensus at the 2009 United Nations Climate
environment post the recent financial crisis, our electronic broking
Change Conference and uncertainty about the market post 2012
volumes are returning to more normal levels. We have seen
weighed on volumes in the second half of the year.
recovery in the electronic fixed income markets and, more recently,
ICAP continues to develop within the nascent iron ore sector. in the spot FX markets. Customer activity has increased and
43 – 63
Governance
Although this business is at a very early stage, iron ore broking traditional market players that were adversely affected by the
fits in well with ICAP’s existing coal and freight businesses, and dislocations in the markets are re-establishing themselves, joined
leverages the extensive research strengths of ICAP Shipping. by new market participants.
The expected changes to the annual benchmark pricing system
Average daily electronic broking volumes for the EBS spot FX
for iron ore producers, and the move to a spot market, is likely
platform and the BrokerTec fixed income platform for the 12
to drive growth in this new marketplace. Soft commodities also
months ended 31 March 2010 were $629.5 billion, down 12%
performed well.
from the previous 12 months. However, volumes reached
In February 2010, ICAP Energy announced the introduction, $715.3 billion in March 2010, the highest levels since October
subject to regulatory approvals, of a combined voice-electronic 2008, with volumes showing a reasonably consistent rise over
broking service for OTC crude and fuel oil and middle distillate the past 12 months.
swaps. ICAP TrueQuote will offer OTC oil swap clients an innovative
65 – 140
Fixed income
screen-supported voice hybrid service with execution and
Fixed income trading on the BrokerTec platform has rebounded
straight-through-processing to clearing.
strongly and total average daily volumes in US Treasury products,
Emerging markets US repo and EU repo, in the last quarter of 2009/10 were
After two years of difficult conditions, emerging markets are $539 billion, up 33% on the comparative period in 2009.
benefiting from the increased risk appetite in the global markets US Treasury products continued to benefit from the high levels
and are showing signs of a recovery. Trading volumes in emerging of issuance and US repo trading was stable. In November 2009,
market interest rate and FX products have increased considerably ICAP entered into a strategic partnership with Gre Tai Securities to
over the past year in both Europe and Latin America, particularly provide onshore access to US government bond trading in Taiwan
at the short end of the yield curve. Emerging market CDS are also for the first time.
showing signs of nascent recovery.
141 – 143

the impact of FX.
26 Business review
continued
In Europe, EU repo also rebounded very strongly. We have seen Treasury

increased interest in BrokerTec from new market participants MyTreasury, the ICAP money market fund platform, recorded
that are applying to be primary dealers or members of a central an increase of 600% in the number of users in the past year.
counterparty. During 2009/10 electronic European government 190 investor organisations are now able to trade 133 funds
bond trading saw an upward trend with spreads tightening and from 24 fund providers on MyTreasury.
issuance remaining high. In October Finland became the sixth EU
government to open its trading to competing platforms and, in Post trade risk and information
March, the Belgian debt agency renewed BrokerTec’s term as an Headline Underlying
eligible platform for the Belgian market. Conditions remain positive growth growth*
£m % %
and continue to support growing interest in electronic trading of
government bonds. In addition, new counterparties are applying Revenue* 142 15 5
to become primary dealers in many European government bond Operating profit* 69 13 2
markets, which will expand the client base on the BrokerTec
platform and increase trading. ICAP’s post trade risk and information division developed well,
in terms of both revenue and profit contribution and its range
FX of products.
The FX market overall is beginning to experience more volatility
and the spot FX market volumes rose in the second half of the In the first full financial year that the division has reported separately
financial year. Average daily electronic broking volumes on the EBS it contributed 19% of ICAP’s operating profit*. As regulatory and
platform in the last quarter of 2009/10 were $154 billion, an market demand for systems and methodologies that reduce
increase of 3% year-on-year. In this period, daily volumes on the operational and systemic risk in the markets increases, ICAP
EBS platform surpassed $200 billion six times. expects the division to continue to increase its contribution.
The currency volumes traded on the EBS platform continued Post trade risk
to become more diverse in the past year, with trading volumes ICAP introduced a new management structure for post trade risk
increasing in Commonwealth currencies, particularly the Australian in February 2010. This new management structure comprises
dollar, and the Mexican peso. Russia continues to develop, with a Traiana, TriOptima, ReMatch and Reset, and is headed by ICAP’s
significant increase in trading in the Russian rouble and in the Group Chief Operating Officer. Reporting to him is an executive
number of active local and international banks. team that includes the management of each of the ICAP post
trade risk businesses.
EBS Prime has expanded in the past year, with the addition of
BNP Paribas and Morgan Stanley, bringing the total of prime Reset, the market leading expert for interest rate reset risk
banks to 20. EBS Prime now accounts for approximately 39% management, accounts for the largest proportion of ICAP’s
of total EBS volumes. post trade risk revenue and operating profit*. Reset has seen some
slowdown in the second part of the year as short-term interest
Non-deliverable forwards (NDFs) in Asia Pacific have performed rates remain low and stable.
strongly, particularly the Korean, Malaysian and Indian currencies,
as emerging Asian currencies became more buoyant. Electronic ReMatch, the bulk risk mitigation service for credit derivative
broking of NDFs also gained momentum in Latin American portfolios, launched in October 2009, is showing initial promise.
currencies. ReMatch and Reset are both services designed to help customers
mitigate non-strategic risk from OTC derivatives.
In December, ICAP launched Kenyan shilling currency pairs on the
EBS platform and there has been active trading from both local and Traiana, the post trade netting and aggregation service, saw very
international banks. strong growth. It has continued to build out its offering to both the
buy and sell side, with increased volumes and a growing number of
Credit participants on the Harmony Network. The average daily volume
The CDS market continues to wait for the outcome of regulatory processed by Harmony in the past financial year was 263,000
proposals on CDS clearing and electronic trading and, as such, unique trades, up from 120,000 the year before. Traiana’s FX joint
trading conditions have been quieter. As the provider of two venture with settlement bank CLS Group began operations in
electronic trading solutions for the CDS market in Europe and the January 2010 with eight banks participating. The service aims
US, ICAP Credit and BrokerTec Credit, ICAP expects to benefit in to alleviate the back office operational risk and costs created by
the long term from the regulatory proposals currently being automated trading in high velocity markets and reduce systemic
debated in Europe and the US. risks. This joint venture, powered by technology provided by
Traiana, reduces costs and processing burdens associated with
high velocity trading by up to 90%.
* From continuing operation excluding amortisation and impairment of intangibles

the impact of FX.
In March 2010 ICAP completed the acquisition of the 61.78% of New businesses
the share capital it did not already own in market infrastructure 27
provider TriOptima for an initial cash consideration of Swedish 2010 2009
krona (SEK) 1,288 million (£119 million), inclusive of a deferred £m £m
consideration payment of SEK 72 million (£7 million), financed from Revenue 175 170
ICAP’s existing debt facilities. The acquisition of TriOptima at the Operating profit* (11) 7
end of the financial year will significantly increase the scale of these
businesses in 2010/11. ICAP continues to expand and diversify its business through a
TriOptima’s services, aimed at reducing risk and helping financial series of investments despite a challenging year in some of these
01 – 15
ICAP in ten
institutions to manage their OTC derivative portfolios more markets. For 2009/10 the new business segment included the
efficiently, are performing well. In 2009, TriOptima’s portfolio Group’s investment in a number of new initiatives which have been
reconciliation service triResolve included 5.8 million trades across started or acquired over the past two years. These include Link
all asset classes and product structures, representing over 75% (equity derivatives), Arkhe (emerging markets), ICAP Shipping,
of all non-cleared OTC derivative transactions globally. triReduce, LME (base metals) and Ocean Tomo (intellectual property).
TriOptima’s portfolio compression service, eliminated $14.5 trillion This segment is reviewed at the start of each year and comparatives
of outstanding credit default swap and $25.8 trillion of interest restated to reflect any reclassifications. It is anticipated that Link
rate swap notional value. and ICAP Shipping, both of which have been owned by the Group
In October 2009, TriOptima was selected by the International for two years, will be reported in the core voice segment from
Swaps and Derivatives Association (ISDA) to operate the first 2010/11. TriOptima, a business in which the Group has owned a
38.22% shareholding for a number of years, will be reported in post
17 – 41
Business review
central trade repository for interest rate swaps, collecting data
initially from the G-14** financial institutions for all their interest trade risk and information in 2010/11.
rate swap trades. This service went live on 15 January 2010 Equity derivatives
providing relevant banking supervisors with the information In equity derivatives, the combination of low market volatility,
submitted by the G-14** financial institutions. falling commission rates and increased competition created difficult
In February 2010, ICAP also acquired a minority interest in the market conditions. In spite of these factors, ICAP, through its
automated collateral management service provider AcadiaSoft. subsidiary Link, continued to hold its position as the leading equity
derivatives broker and the business continued to make a material
Information profit contribution. We saw some confidence returning to single
ICAP information collects data from ICAP’s global voice and stock and emerging market equity derivatives towards the end of
electronic broking operations covering more than 32 countries the financial year.
43 – 63
Governance
from 50 locations in the three key trading zones. This part of the
post trade risk and information division has seen strong revenue Emerging markets
and profit growth, driven by increased demand for independent ICAP’s expansion into Brazil was driven by the structural shift in
trading data for regulatory purposes and the rise in algorithmic the Brazilian financial markets and increased onshore trading of
trading. The business packages and distributes real-time, end-of- domestic products. We anticipate that the combination of further
day and historical data and has distribution relationships globally bank consolidation and the increasing internationalisation of Brazilian
with risk management, analytics and global data vendors. ICAP has banking will lead to more mature markets. This expansion continues
been a significant driving force behind reference data for key OTC apace and has yielded good initial results in its first year of operation,
markets. In 2009, ICAP launched ICAP FIX, a comprehensive data despite showing an operating loss.
service providing accurate and verifiable marks across an extensive ICAP’s broking activity on BM&F Bovespa has grown in market share
range of ICAP market data. ICAP FIX can be used as reference and and rank, with increasing participation from local and international
validation data for product and credit control, risk management
65 – 140
market participants expected to drive further growth in this market.
and mark-to-market of positions. BMF Spot FX and swap volumes in particular have been strong and
local bond trading in the region has also exceeded expectations.
ICAP’s Bovespa broking continues to increase revenue and market
share. In the Brazilian equity market, we experienced sharp and
robust growth, despite very competitive market conditions, resulting
in a top 20 market position out of a total competitive field of 90
broking organisations in less than one year. ICAP’s retail offering for
Brazilian equities, MYCAP, continues to gain traction, with almost
6,000 new accounts.
Following the acquisition of Arkhe, the leading independent broker in
141 – 143
Brazil, in July 2009, Brazil is now ICAP’s third largest wholly-owned

office with more than 250 brokers and support staff.

** The G-14 financial institutions include Bank of America-Merrill Lynch, Barclays
Capital, BNP Paribas, Citi, Credit Suisse, Deutsche Bank AG, Goldman Sachs,
HSBC Group, JP Morgan, Morgan Stanley, The Royal Bank of Scotland Group,
Societe Generale, UBS AG, Wachovia Bank, N.A.
28 Business review
continued
Shipping Technology
The year was marked by a 40% fall in the Baltic Dry Index,
a 50% drop in rates for crude oil tankers and a 61% reduction in ICAP’s various businesses are leaders in the use of technology.
investment in new vessels and, as a result, the business made a During 2009/10 we spent 11% of our revenue on technology and
small operating loss. However, ICAP Shipping is well positioned for our advances are key to the success, efficiency and responsiveness
the upturn in the shipping cycle. We believe that China and India of our operating businesses.
will continue to drive demand for shipping services. This belief was For our electronic broking business, our technology group not only
reinforced in the latter part of the financial year, resulting in provides fixed income and FX matching engines but maintains
improved brokerage rates. extensive networks connecting us to our customer firms and to
Base metals individual traders worldwide.
ICAP’s London Metal Exchange base metals broking business In voice broking, we also make significant investment in technology
continued to show steady growth and has expanded during the to support efficient interaction with our customers. We use
past year. technology for the distribution of prices both internally and to our
Intellectual property customers; for hybrid trading systems; for straight-through-
In June 2009 we acquired the transactions division of Ocean processing; for risk management; and for clearing and settlement.
Tomo LLC, the leading Intellectual Capital Merchant Banc® company Similarly, technology is the basis of our post trade risk and
for an initial consideration of $10 million at closing, comprising information business. Each business has its own independent
$5 million in cash and $5 million of restricted ICAP plc shares. development teams that are at the heart of the diverse range
The combination of ICAP’s existing successful patent brokerage of services provided to their customers.
business and the Ocean Tomo brand will help us build a leading
position in the global patent and intellectual property broking market. We continue to achieve significant economies of scale by
leveraging internally developed and externally acquired trading
platforms in a global IT network of more than 800 IT professionals
based in EMEA, the Americas and Asia Pacific.
ICAP’s strong technological capability ensures that not only can
we meet the needs of our customers but also that we are able to
anticipate their requirements in a rapidly changing business and
regulatory environment.
Key performance indicators In the past financial year, ICAP estimates its share of its overall
available market, excluding global cash and equities and listed 29
This section describes the key performance indicators futures and including shipping, post trade risk and information,
we use to measure the progress we are making towards increased to 22%-24% from 21%-23% in the previous year. By our
estimates, the size of ICAP’s total available market was $11 billion.
our financial and strategic goals. We aim to be the
leading global intermediary and the leading post trade ICAP aims to have a split of operating profit* that is evenly
risk provider in our markets, with operating profit* that distributed between its voice broking, electronic broking and post
trade risk and information businesses. In 2009/10, 52% was
is evenly distributed between voice broking, electronic derived from voice broking, 29% from electronic broking and
01 – 15
ICAP in ten
broking and post trade risk and information. In prior 19% from post trade risk and information.
years, ICAP aimed to generate 50% of its profit from
Innovation is a key driver of ICAP’s success. In order to measure our
electronic broking. This change of strategic goal reflects performance in this area, we previously measured the percentage
the increasing importance of post trade risk and of our revenue derived from businesses acquired or started during
information to our business, driven by increased the previous three years. However, for 2009/10 we measured
regulatory demand for such services. performance over the past two years to more closely align the
metric with our new business segment. As anticipated, in 2009/10
this key performance indicator showed a marked decline from
14% to 10%, as EBS no longer fell into this category. We expect
Share of the global financial market
this key performance indicator to decline further in 2010/11
17 – 41
Business review
2008 20%-22% despite growth in new business initiatives, as it is anticipated that
2009 21%-23% Link and ICAP Shipping, both of which have been owned by the
Group for two years, will be reported in the core voice broking
2010 22%-24%
segment from 2010/11.
Operating profit* For 2009/10 the key performance indicator for voice revenue per
Voice Electronic Post trade risk and information voice broker was flat compared to the previous year as a result of
the investment in new businesses, in particular Brazil. As the new
2008 61% 26% 13% businesses develop we expect to see a material improvement
2009 59% 24% 17% in this performance indicator.
2010 52% 29% 19% Overall staff compensation as a proportion of revenue remained
43 – 63
Governance
flat at 59%. The increase in the proportion of non-voice broking
New business** business reduces this percentage. However, in 2009/10, this has
2008 17% been offset by the impact of investment in new voice business
where, initially, staff compensation is a higher percentage of revenue.
2009 14%
2010 10% ICAP is a network business and, as a provider of some of the
world’s leading electronic broking platforms, our investment in
Voice revenue per voice broker* technology is crucial to our ability to anticipate and meet our
customers’ needs. To monitor our progress in this area ICAP
2008 £498,000
measures the percentage of revenue spent on technology which
2009 £542,000 at 11% remained unchanged from the previous year.
2010 544,000
65 – 140
Staff compensation as percentage of revenue*
2008 56%
2009 59%
2010 59%
Technology spend as a percentage of revenue*

2008 12%
2009 11%
141 – 143
2010 11%

** Percentage of revenue generated from new businesses started or acquired
during the preceding two years.
30 Business review
continued
Risk and control environment: managing risk Risk framework

The Group-wide risk management framework of ICAP is built on
and enforcing compliance four complementary pillars: risk governance, risk management,
The directors believe that a sound control environment risk measurement and risk infrastructure. The Group aims to apply
industry best practices across all aspects of its risk framework.
and robust risk management are fundamental to ICAP’s
business. The significant risks of the Group are The Group is committed to building on its already strong control
continually monitored, assessed and managed at the environment, both geographically and across product lines.
To better align its risk capabilities with its strategic objectives,
relevant level. the Group has made substantial progress in the past year by:
Risk environment R expanding the reach and influence of the risk management
The principal risks that the Group faces have not changed during function and increasingly embedding its risk management
the year. approach in all business decision-making processes;
The Group continues to classify its exposures into eight risk R reinforcing the discipline applied to new business approvals;
categories: operational, regulatory and compliance, credit, liquidity,
reputational, market, financial and strategic. Of these, it considers R tightening the relationships and improving the communication
operational and regulatory and compliance to be the principal risks. flow between the Group’s infrastructure functions;
The Group constantly seeks to improve the maturity, robustness R improving risk monitoring systems and reporting infrastructure
and sustainability of its risk management framework and to in particular those relating to liquidity risk; and
promote enhanced risk management discipline across all its
R articulating its risk appetite in direct relation to the significant
businesses and supporting functions.
risks of the Group at a more granular level.
The Group does not aim to take proprietary risk positions in any
of its businesses and is not, by the nature of its activities, exposed Risk governance and the board
to significant market or credit risk. The board is responsible for setting the overall risk strategy and
risk appetite of the Group. During the year the scope of the audit
It is exposed to the credit of its customers for the payment of
committee was broadened to include a more systematic and
invoiced commissions and other fees, and to the performance
regular review of the risks facing the Group and it was in
of its customers where the Group acts as matched broker between
consequence renamed the audit and risk committee.
buyers and sellers or as exchange broker.
The audit and risk committee is also responsible for approving
The Group is involved in the execution, processing and, in limited
the appointment, dismissal and compensation of the global head
cases, clearing of large numbers of transactions and is therefore
of risk, thereby reinforcing the independence of the risk function.
exposed to operational risk. The Group is also dependent on its
credibility and reputation with its customers as a provider of The audit and risk committee has delegated the day-to-day risk
financial services and is therefore exposed to regulatory and management of the Group to an executive group risk committee
reputational risks. which meets at least six times a year. Details of the committee’s
responsibilities are shown on page 53.
The Group anticipates a tougher prudential, supervisory and
regulatory framework and increased activity by regulators globally The co-ordination of the Group’s risk activities is undertaken by the
in the future and is adjusting its compliance and risk efforts group risk committee. All of the divisional chief executive officers
accordingly. Although much of the recent scrutiny has been aimed are members as are the Group Chief Operating Officer, the Group
purely at banks, a more active approach by regulators to other Finance Director and the global head of risk. This committee
parts of the wholesale financial services industry is likely in future. reviews the environment and risk indicators to monitor their status
and assess the appropriateness and effectiveness of the Group’s
Longer term, the remaining uncertainties in the proposed
risk management. As required, new or revised group policies are
legislative and regulatory changes, and their impact on the
developed and approved by this committee.
industry’s macro-structure could present a threat to the Group’s
business, making it more difficult to expand into new markets and
services, and could limit its flexibility regarding capital structure.
The risk function reports to the Group Chief Operating Officer Operational risk
and is accountable for managing the risk framework of the Group Operational risk comprises a diverse range of risk events including 31
across all ICAP’s entities and geographies. both direct and indirect losses from inadequate or failed internal
processes, actions or omissions by people, systems failure and
During the year regional risk committees have been established losses caused by external events. It represents a significant source
in EMEA, the Americas and Asia Pacific. These committees are of potential unexpected losses for the Group. Examples of such
responsible for supervising overall risk levels in their respective losses include:
regions and act as the interface between front office management
and the group risk function. R significant and extended failure of IT systems and applications;
01 – 15
ICAP in ten
Risk appetite R breakdown of information security, including network intrusion,
Risk appetite is the overall broad-based amount of risk that the breach of network gateways or security systems failure;
Group is willing to accept in pursuit of its strategic and financial R project risk in relation to critical IT development;
objectives.
R the loss of key members of staff;
The over-arching risk appetite of the Group is set in terms of four
objectives: to maintain at all times an investment grade debt credit R broker errors;
rating at the corporate level; to maintain at all times a liquidity R failure of external settlement/clearing systems;
cushion of at least $250 million; to maintain at all times capital in R failure or disruption of operational or businesses process flow;
excess of the minimum regulatory requirements at the subsidiary
level; and to operate the business within pre-agreed loss R natural or man-made business disruptions; and
constraints.
17– 41
Business review
R the introduction of new products and markets and their related
At an operational level, each business head is required to operate tax, legal, accounting, regulatory, settlement and technology
within credit and liquidity limits and is held accountable for issues.
managing overall risk within his business area at levels which in
aggregate reflect the Group’s overall risk appetite. Significant operational risks and their controls are continually
reviewed and assessed using a variety of tools including risk control
The Group regularly examines events that could seriously reduce self assessments, key risk indicators and operational process maps.
earnings, impair its liquidity position or create legal, regulatory or Through these measures, corrective steps are taken to reduce the
reputational damage and takes appropriate actions to mitigate risk probability of operational risks occurring and to mitigate their
where the scenario is likely to result in an outcome which is impact in the event they do occur.
incompatible with the Group’s appetite for risk.
Many of the Group’s activities are dependent on the integrity and
43 – 63
Governance
Risk management robustness of its information technology and operational systems
Front line management and assurance and significant resources are devoted to protecting the resilience
Across the Group, front office management is responsible for of these systems. This includes formal business continuity plans
all control-related business issues and have full accountability and appropriate remote data back-up and disaster recovery facilities
for the management of the risks in their businesses, within limits for each of our key locations. Business continuity for our core
and the control environment set by the Group. Staff and managers activities is tested periodically to maintain effectiveness.
at all levels are required to take a prudent approach to risk taking
and to continuously review their control environment. Regulatory and compliance risk
This category of risk covers changes in the regulatory
The Group’s independent control functions (risk, compliance, legal environment that impact the Group’s strategic objectives
and internal audit) are responsible for ensuring that the control or business methodology and the risk of failure by the Group
environment is able to identify and escalate independently to to comply with all applicable regulations.
65 – 140
senior management the Group’s key risks and that risk mitigating
steps are taken where appropriate.
141 – 143
32 Business review
continued
Regulatory risk Credit risk

Regulatory risk is the risk of either financial loss or opportunity The Group is exposed to credit risk in the event of non-
cost arising from failure to meet the requirements of the Group’s performance by counterparties to its agency and matched principal
regulators or to anticipate the impact that legislation has on the broking, post trade, risk mitigation and information businesses and
markets in which the Group carries out its business. in its treasury operations.
Regulators worldwide are under substantially greater pressure Processes and controls are in place to limit and monitor the Group’s
to increase both active day-to-day level scrutiny of market exposures to any of its trading partners or to concentrations of
participants and macro-prudential oversight of banks and clients. In particular group risk management continuously evaluates
structure of markets. Further, the effect of the huge market the financial soundness, liquidity and solvency of ICAP’s
dislocations during the recent financial crisis has been to reveal counterparties and sets global limits (and where appropriate
the conduct, or misconduct, of businesses, such as the allegations regional and other sub-limits) for each counterparty based
levelled at certain financial firms and their executives. on internal ratings in order to limit the potential loss which the
Group could suffer as a result of a counterparty default. Where
Compliance risk appropriate, country limits are also applied to limit the exposure
Compliance risk is the risk that the Group fails to adhere to the of the Group to that country.
relevant rules and regulations that apply to its business.
In name give-up transactions, ICAP’s role as broker is to bring
The ICAP Group is lead-supervised by the FSA and is required together buyers and sellers and, where appropriate, to assist in the
to meet the systems and controls requirements of the CRD. negotiation of the price and other material terms of the transaction
It continually reviews these and, where necessary, takes action in return for a commission. At the point at which the parties agree
to ensure compliance. In its 2010/11 business plan, the FSA has to terms, ICAP leaves the buyer and the seller to clear and settle
announced plans to adopt a more outcomes-focused approach the transaction directly with each other through the appropriate
to supervision and will achieve this in various ways including more market mechanism. ICAP’s credit risk in the name give-up broking
intensive reviews of prudential returns and control systems as well business and the post trade risk and information businesses is
as more frequent visits and meetings with senior management. limited to the (potential) non-recovery of commission/fee income
In the US, the Group’s activities are primarily regulated by FINRA earned for arranging a transaction or providing information or
and the SEC. In December 2009 the Group announced that one a post trade or risk mitigation service. This risk is monitored by
of its US subsidiaries, ICAP Securities USA LLC, had reached a regional accounts’ receivable teams.
settlement with the SEC in respect of a multi-year, industry-wide In certain markets, ICAP facilitates its clients by acting as the
investigation into the markets in certain fixed income securities, executing broker of exchange products. In these transactions,
without admitting or denying allegations of any wrongdoing. ICAP executes the client order on the exchange as principal
ICAP Securities USA LLC has made substantial enhancements and then novates the trade to the underlying clients’ respective
to the quality of its control environment over the period. clearing broker for settlement. In the vast majority of cases
These include greater formalisation of its broking practices, such trades are given up intra day, usually within a few minutes.
enhanced operational, risk and compliance controls, improved In circumstances where novation is delayed, ICAP is left with a
training and monitoring programmes, revised policies and position facing the relevant exchange clearing house and, until
procedures, and the recruitment of additional experienced subsequent give-up is achieved, may be required, in line with
managers in various control roles. clearing house rules, to post margin. ICAP maintains liquidity
to manage these short-term requirements.
The Group’s operations in other countries are subject to relevant
local regulatory requirements. Adherence to these regulations is In contrast to name give-up transactions, matched principal
monitored via the group general counsel who reports regularly transactions involve ICAP acting as settlement counterparty
to the board. for identified buyers and sellers in matching, in whole or in part,
reciprocal back-to-back trades. In such cases the Group is also
exposed to the risk of mismatches and errors and outstanding
unmatched positions are monitored and liquidated. To mitigate the
potential credit risk implicit in matched principal transactions, ICAP
applies a disciplined approach to new client approval, undertakes
transactions on a delivery-versus-payment basis and, through the
group risk function, monitors limits and their utilisation on a global
basis. Any exceptions to this are approved prior to the transaction
taking place and are reported to the group risk committee. In US
Treasuries ICAP is a FICC netting member, in order to facilitate its
customers access to clearing, and as such is subject to margin
requirements even across matched buy and sell positions.
Credit risk related to the Group’s treasury activities (cash Reputational risk
investments and derivative financial instruments) is limited by ICAP relies on a reputation for the highest integrity in all its 33
the Group’s policy of requiring its treasury transactions to be activities both in order to maintain its existing business and to
undertaken with financial institutions which have been approved pursue its strategies for growth and new business development.
by the group risk committee and which are investment grade rated. A number of initiatives are dedicated to the avoidance of
reputational damage by ensuring ethical and transparent corporate
Liquidity risk behaviour, fair and consistent conduct of business and corporate
Liquidity risk is the risk that the Group is unable to make payments and social responsibility. These initiatives include policies and
on the dates that they fall due. procedures for the management of conflicts of interest,
01 – 15
ICAP in ten
As a result of providing settlement services to its customers for anti-money laundering and data security. These processes are
matched principal transactions and execution (and some limited embedded in the day-to-day management of the Group through
instances of clearing) in exchange traded products, the Group is education, training and Group policies and delegated authorities.
required to hold a core level of liquidity in order to provide collateral Inevitably, despite these specific steps taken by the Group, ICAP
and margin to the clearing houses of which it is a direct member remains exposed to the general perception of the financial industry.
and to those third party clearing providers who act on the Group’s In times of market and regulatory uncertainty, a single large
behalf. On top of this “core” liquidity requirement, the Group is also negative event in the wholesale financial markets may be widely
exposed to temporary movements in margin requirements as a advertised and commented on and, as a result, create through
result of changes in the volume and mix of the transactions “reputational contagion” the impression of wider operational
undertaken by its customers. It is difficult accurately to predict the or organisational deficiencies in the industry. ICAP is well aware
timing and amount of these temporary movements, which are of this situation, routinely monitors events at other companies
17 – 41
Business review
often only required intra-day. As a result the Group requires access and regularly upgrades its preparedness.
to significant short-term liquidity, which is addressed through a
combination of holding significant short-term cash balances and Market risk
having access to same day borrowings under a swing-line credit ICAP aims not to be exposed to any transaction-related market
facility. In May 2010, the Group refinanced its existing revolving risk. As a result, however, of providing its clients with matched
credit facility and increased the amount of swing-line from principal brokerage, it can become exposed to a variety of market
$94 million to $200 million. These changes will increase the risks including price, interest rates and FX.
Group’s operational flexibility in terms of meeting margin calls.
The Group’s matched principal brokerage business involves
To assist with managing liquidity, the Group seeks to diversify its ICAP acting as counterparty for identified buyers and sellers
funding sources and maintains an investment grade rating from by matching, in whole or in part, reciprocal back-to-back trades.
Moody’s and Fitch. The improvement in market conditions enabled In order to facilitate customer transactions and provide liquidity,
43 – 63
Governance
ICAP to launch its debut €300 million bond in July 2009, the Group may, however, participate in certain marketplaces by
commence issuance of euro commercial paper and to refinance posting quotations. The act of posting quotations in pursuit of
its core revolving credit facility in May 2010 with the result that, customer orders can result in ICAP becoming principal to an
at 12 May 2010, its debt facilities had an average maturity of unmatched trade. In such situations, or where one or both
44 months and provided access to £273 million of un-drawn counterparties in an OTC matched principal transaction fail to
committed headroom. While the Group has no facilities falling fulfil their obligations (for example an unsettled transaction) or
due within the next 24 months, its liquidity position could be through trade mismatches or errors, ICAP is exposed to market
impaired due to circumstances beyond its control, such as a risk. In these circumstances, ICAP’s policies and procedures require
worsening of credit markets or a perception that ICAP or similar the liquidation or hedging and liquidation of these principal
market participants are subject to greater uncertainties. Details positions as soon as reasonably practicable.
of ICAP’s borrowing arrangements are set out in note 22 to the
A similar risk exists for exchange traded transactions in which ICAP
65 – 140
financial statements.
facilitates client orders. While trades are normally taken up by the
With the exception of small, local cash management balances, underlying clients’ clearing brokers within a few minutes, if take-up
surplus cash is invested with financial institutions which have an is delayed or ultimately does not happen, ICAP is left with a position
equivalent credit rating of A or better. The Group invests cash facing the exchange and is exposed to short-term price
balances in a range of instruments including money market movements in the underlying asset temporarily held by the Group.
deposits, AAA liquidity funds, government bonds and other more Policies and procedures are in place to reduce the likelihood of such
structured, capital protected instruments. When investing its cash trade mismatches or failed give-ups and, in the event that they
balances, the Group considers the protection of principal, liquidity arise, the Group’s policy is to liquidate these principal positions as
characteristics and bank counterparty risk, as well as the soon as reasonably practicable.
optimisation of return.
In certain parts of its businesses, the Group, acting in its interdealer
141 – 143
Counterparty limits for cash investment are set and monitored by broker capacity, occasionally engages in complex (and sometimes
the group risk committee and, through the recent financial market very substantial) structured matched principal transactions in
turmoil, a number of changes have been made to reduce further order to execute orders placed by its highly-rated counterparties.
the Group’s exposure to institutions perceived as higher risk. The Group undertakes significant tax, legal and regulatory due
diligence before entering these transactions.
34 Business review
continued
In practice, only an extremely small proportion of ICAP’s Strategic risk

transactions actually result in any exposure to market risk and A number of strategic risks, as set out below, are an inevitable
compliance with ICAP’s policies is monitored by the risk and consequence of the Group’s position in the wholesale financial
compliance functions and by senior management. markets. These risks are mitigated through the management and
governance processes of the Group including, in particular, the new
Financial risk business initiative process:
Interest rate risk
The Group finances itself through a combination of fixed and R increasing competition/disintermediation: existing or potential
floating rate debt obligations and maintains cash on its balance competitors might be able to exploit their size, expertise,
sheet to meet a combination of local regulatory capital rules, access to better funding, superior technology or other types
clearing house deposits and other commercial requirements, of leverage to change the economics or the mechanics of our
including margin calls which arise through the provision of certain business to their advantage and hence reduce ICAP’s market
markets of clearing services to brokerage clients. The existence of share or profitability;
these cash and debt positions exposes the Group to interest rate R significant change in the structure of markets as a result of
risk which, from time to time, it manages with derivative operational changes imposed by regulation and/or legislation;
instruments with the objective of minimising interest cost and the
impact of interest volatility on the Group’s income statement. R variability in economic and financial markets: the volume of
Details of the Group’s sensitivity to changes in interest rates are business flow transacted by the Group is affected directly by
set out in note 24(e) to the financial statements. conditions in the global financial markets. Factors influencing
ICAP’s daily volumes include the levels and volatility of
Currency risk and correlations between asset prices, credit quality of
The Group publishes its consolidated financial statements in pound counterparties, changes in economic activity, political and
sterling and conducts business in a number of other currencies, market events, product innovation and indicators of market
principally the dollar and the euro. As a result the Group is exposed confidence; and
to FX risk due to exchange rate movements which affect the
Group’s transactional revenue, and the translation of the earnings R diversification into new markets, with novel risk characteristics.
and net assets of its overseas operations.
Risk measurement and infrastructure
The table below shows the anticipated impact for the year ending Day-to-day risk management and mitigation is the responsibility
March 2011 on operating profit* of a 10 cent strengthening in the of business heads. Risk management provides support to the
dollar and euro on ICAP in terms of transactional and translational businesses with a range of tools adapted to the size and complexity
exposure. of the Group and an independent assessment and reporting of risk
Dollar Euro Total to senior management. These tools include:
Operating profit* £m £m £m
R credit risk and liquidity risk limits based on an internal scoring
Transactional 9 13 22
system;
Translational 13 4 17
R monitoring tools and reports such as dashboards and key risk
Further details of the Group’s hedging strategy and the level of indicators;
cover in place at 31 March 2010 are contained in note 24(d) to R group and risk policies;
the financial statements.
R controls and procedures;
R risk and control self assessments and process maps; and
R significant risk assessment and quantification programmes.

The risk team monitors an array of qualitative and quantitative In parallel to developing its staff, the Group has continued to invest
measures to ensure that the business risks remain within in its systems and is in the process of rolling out a new consolidation 35
acceptable parameters. More emphasis is given to the relevance tool to improve further the robustness of the management and
of these measures than to their mathematical sophistication. statutory reporting processes. This work will continue in 2010/11
Metrics that are robust, easy to explain to the businesses and as TriOptima is integrated and will also further standardise,
directly related to their risk profiles are preferred. Examples include automate and streamline processes.
key risk indicators, scenario analysis and credit exposure metrics.
Using these measures, the Group produces a number of market, External reporting, which includes the half and full year reports
credit and operational risk and intelligence reports which are together with the interim management statements, uses data
produced by the regional teams and relies on systems and
01 – 15
ICAP in ten
disseminated widely among the Group’s managers and up to
executive management level and the board. processes functioning correctly. To minimise the risk of error
the Group Finance Director requires the business chief executive
Internal control system and internal audit officers and chief financial officers to provide their assessment
The day-to-day business of the Group is subject to a system of of the financial control environment as part of a filing assurance
internal controls which incorporates financial, operational and review process before the half year and full year report is
compliance controls and risk management systems. recommended by the audit and risk committee to the board
for external release.
The effectiveness of the internal control system is reviewed
regularly by the independent internal audit function. Internal audit
reports to the audit and risk committee of the board (and
functionally to the Group Finance Director) and provides assurance
17 – 41
Business review
to executive management and the board that the system of
internal control achieves its objectives and highlights gaps and
areas for improvement. The internal audit function is outsourced
to Ernst & Young. Internal audit establishes an annual plan of desks
and functions to be examined based on discussions with
management and the perception of the level of risk in the
Group’s activities.
Following audits, internal audit provides management and the audit
and risk committee with conclusions of their analysis.
The Group has investments in a number of joint ventures and
43 – 63
Governance
associates. Where the Group is not directly involved in the
management of the investment it can influence, through board
representation, but not control the internal control systems
present in those entities. The board’s review of the effectiveness
of the system of internal controls in those entities is consequently
less comprehensive than in its directly-owned subsidiaries.
Financial reporting
The Group’s finance function is organised on a regional basis under
the leadership of the Group Finance Director whose direct reports
include the regional chief financial officer of each of EMEA, the
Americas and Asia Pacific, the chief financial officer electronic
65 – 140
broking, the group treasurer, the group financial controller and
the group tax director.
This group meets on a monthly basis and is responsible for both
the day-to-day management and strategic development of the
Group’s finance infrastructure together with ensuring that Group
policies have been adopted and appropriate controls put in place
to enable accurate and timely reporting of consolidated financial
information for management, regulatory and statutory purposes.
Over the course of the past 12 months, the Group has continued
to upgrade the quality of its finance team through selective
141 – 143
recruitment, focused training and investment in the finance

graduate programme.
36 Business review
continued
Corporate and social responsibility ICAP’s role as an interdealer broker is to facilitate trading in the
wholesale financial markets, thereby helping to ensure the smooth
ICAP aims to conduct its business in a socially functioning of the global financial markets. These markets are
responsible manner, to contribute to the communities critical to the global financial system. The vast majority of financial
asset classes exist only in the OTC environment and, consequently,
in which it operates and to respect the needs of its the efficient functioning of these markets is essential for the free
customers, employees, investors, regulators, suppliers flow and availability of capital, the mitigation of risk and issuer and
and other stakeholders. investor choice. These markets play a major role in global economic
development and are the hub of developments that benefit savers,
investors, businesses and governments.
ICAP Charity Day – 17 years of making a difference
£11.5m
We facilitate trading by using our voice brokers and electronic
broking platforms to match buyers and sellers and create liquidity
in the OTC markets, enabling our customers to achieve their
business objectives and to hedge their risk exposures to numerous
markets, including interest rates, FX and energy. We have spent
many years facilitating the flow of trades to clearing houses on
£11.0m
2009
behalf of our customers and aim to improve the overall resilience of
the financial system. In addition we offer a wide range of post trade
services, which help our customers reduce the overall level of risk.
£9.2m The past twelve months have seen increased focus by regulators and
politicians on these markets and proposals continue to be debated by
£7.1m
governments across the world. There is no doubt that an overhaul of
some areas of the regulatory framework supporting the OTC
markets is necessary and ICAP continues to consult extensively with
£5.2m both politicians and regulators as part of this process.
£4.2m We believe that our role as a key participant in the OTC markets
best positions us to contribute to society, while maximising
£4.0m shareholder returns over the long term.
£3.3m Staff
£2.6m As the Group has expanded and grown, ICAP has attracted people
£2.0m
£2.2m with a broader range of skills in both technology and in the original
£1.3m broking businesses. The brokers and their managers comprise
£540k the largest group of the overall staff and they are required to have
£500k
£460k very specific skills. They are highly entrepreneurial, dynamic,
£320k team-spirited individuals with extremely strong networking and
1993 £288k
interpersonal skills and the ability to excel in a pressurised
environment. ICAP’s ability to attract and retain the highest quality
staff and leverage their intellectual capital is one of the key factors
driving the success of our business.
Management is committed to the advancement and training
of talented individuals and to providing an environment that is
intellectually challenging, motivating and supportive. This year there
has been a greater investment in staff through training, in particular
on management and supervisory skills and on providing market
knowledge and product training to the business support functions.
The latter is designed to enhance the ability of the business support
functions to support the broking functions more effectively.
The use of e-learning has been a particular feature, especially in
areas of risk management and compliance policy awareness and
training. This is an excellent way of monitoring effective delivery
of training and employees’ acknowledgement of their awareness
of relevant policies and their agreement to be bound by them.
ICAP employs approximately 4,500 people worldwide. Of this
number, more than 2,500 are brokers, sales and customer support
staff and over 800 are employed in IT and product development
of our electronic broking platforms.
ICAP is a global business reflecting the global nature of the markets life assurance, pension provision and access to an employee
in which we operate. Geographic mobility of the workforce has assistance programme. Incentive and share ownership schemes are 37
always been a feature of ICAP’s business model. also run for the benefit of employees. Further information on these
schemes can be found in note 27 to the financial statements.
In order to ensure a continuing flow of intellectual capital into our
business, ICAP is committed to maintaining and developing further Employee wellbeing
an active graduate recruitment programme, even in these more As well as providing medical insurance ICAP promotes a number
difficult market conditions. First launched in 2006, ICAP’s global of initiatives to support employee health and wellbeing which,
graduate recruitment programme aims to provide a steady flow of in addition to encouraging more healthy lifestyles, also helps to
young, developing talent into the business. Since its launch, a total control medical insurance costs. These initiatives include in-house
01 – 15
ICAP in ten
of 120 graduates have joined ICAP, with 39 graduates joining in the health screening sessions, free or subsidised health assessments,
past year. The programme has always had an internship element subsidised or discounted gym memberships and sponsorship of
focused on 2nd year undergraduates, the best of whom are ICAP staff sports teams.
encouraged to apply for a graduate trainee role. This has been
expanded to include a short internship element aimed at 1st year Equal opportunity and diversity policy
undergraduates and long placement roles lasting between six and ICAP is committed to employment policies that provide and
12 months. promote equal employment and advancement opportunities and
to providing an environment that ensures tolerance and respect
The graduate recruitment programme has also expanded in terms for all employees. ICAP’s policy is that no employee, contract or
of the business areas it recruits for and in geographic scope. temporary worker will be treated less favourably, victimised or
Traditionally focused on voice and electronic broking graduate harassed on the grounds of their disability, gender, marital or civil
17 – 41
Business review
trainees, with a small intake of trainee accountants recruited for partnership status, race, nationality, colour, ethnicity, religion or
ICAP’s finance function, graduate trainees are also recruited for similar philosophical belief, sexual orientation, age, or any other
shipbroking, shipping research, risk management, operations and IT. class protected by applicable law.
The programme has also expanded significantly in Asia Pacific and, in
addition, now operates an internship programme for Traiana in Israel. In a number of locations, for example the UK and the US, there
has been increasingly active promotion of diversity initiatives.
While the recent financial market crisis has provided opportunities These include an active Diversity Council in the US, which has
to recruit highly skilled individuals, ICAP continues to monitor staff arranged presentations by prominent people from minority groups,
efficiency and productivity closely. Broker compensation is directly and the launch of ICAP Mutual Interest Networks which is the
linked to commission which varies from desk to desk. Profit per umbrella framework in the UK for a range of affinity networks such
broker will depend on the mix of business undertaken. Commission as Women’s ICAP Network and Family and Dependants Network.
arrangements are structured to ensure no risk remains outstanding These groups also arrange presentations and information sessions
43 – 63
Governance
at the time of payment. As a result, there is no requirement for on subjects of interest to the network membership with the overall
deferral conditions to be attached to commission payments. aim of encouraging a more diverse and inclusive environment in ICAP.
While the Group, in common with other similar organisations, is Health and safety
exposed to the risk of brokers moving to other companies, ICAP ICAP has a health and safety policy which is approved by the board
seeks to minimise this risk by offering competitive remuneration and owned by the Group Chief Operating Officer. Regional health
structures linked to both individual and desk performance. In and safety committees oversee structures for policy compliance.
addition, as far as possible, ICAP uses minimum term contracts All managers have a responsibility for ensuring a healthy and safe
which are normally staggered across a desk to avoid the risk of working environment. The great majority of ICAP employees work
key staff failing to renew, non-compete clauses, gardening leave in an office environment and, as such, there are no significant areas
provisions and restrictions on hiring colleagues. of risk to report.
65 – 140
In many emerging markets it is not possible to restrict staff’s Charity Day
freedom to leave to join a competitor. In these markets ICAP Corporate philanthropy and charitable giving have always been
provides staff with the ability to buy themselves out of their an important part of ICAP’s corporate culture and ICAP’s annual
contract which forms an economic disincentive to leave or, in the Charity Day has played a special role in employee motivation since
worst case, financial protection while ICAP rebuilds its platform. its inception in 1993. Charity Day is an annual event held each
December when the Group donates a whole day’s revenue to a
Employee involvement and employment practices selection of charities worldwide. There is significant staff, customer
ICAP is committed to achieving and maintaining the highest and supplier involvement in Charity Day and the charities are
standards in the workplace. This commitment is underpinned by selected by ICAP’s staff in each region in which it operates.
policies on equal opportunities, harassment and discrimination, to
which all employees are required to adhere and which are regularly This revenue would otherwise contribute directly to the broker
monitored and enforced. The Group undertakes diversity training commission pool and, as such, our staff contribute directly to these
141 – 143
designed to prevent harassment and discrimination and retaliation worthy causes.

against individuals who report problems in the Group’s workplace.
Over 800 charities globally have benefited from ICAP’s Charity
The Group recognises the importance of effective internal Day. These charities cover the whole spectrum of causes including
communication in promoting employee engagement and uses a medical research, crime prevention, developing countries and
variety of methods, including ICAP’s global intranet, to keep staff children. In 2009 ICAP’s Charity Day raised $18.7 million (£11.5
informed about developments in the business, policies and million) for more than 125 charitable organisations, bringing the
procedures and training and advancement opportunities in a total sum raised since the creation of Charity Day to $119 million.
timely manner. This very significant sum has contributed greatly to alleviating
suffering and improving the lives of thousands of people.
Employee benefits
ICAP provides a range of employee benefits to its staff. These vary
by location according to local market practice but typically include
benefits such as medical insurance, income protection insurance,
38 Business review
continued
Environment Staff costs represent the single largest expense of the Group and
ICAP’s environment policy is approved by the board and owned by are variable, in part, with performance in core voice broking and,
the Group Finance Director. to a lesser extent, electronic broking and post trade risk and
information. For 2009/10, staff costs remained flat at 59% of
As a financial institution, the nature of ICAP’s operations means revenue which reflects a change of revenue mix within our core
that its environmental impact is relatively low and is limited to the businesses and the impact of new business initiatives, where it
emission of greenhouse gases through running offices and takes time for margins to reach target levels.
corporate travel. ICAP seeks to reduce emissions by purchasing
electricity from renewable sources where possible, minimising air The Group estimates that approximately 50% of its cost base
travel and recycling waste. ICAP has worked with Carbon Neutral varies with revenue, which is in line with the prior year.
Limited, an environmental consultancy, to estimate the residual
emissions of the Group in terms of carbon dioxide equivalents. Operating profit* margin
Worldwide, the Group is estimated to emit the equivalent of The Group’s operating profit* margin generated from its continuing
15.3 thousand tonnes** of carbon dioxide or 3.5 tonnes (2009 operations for the year ended 31 March 2010 was 22%, down 1%
– 3.8 tonnes) per employee per annum. ICAP continues to on the prior year as a result of a shift to lower margin businesses
monitor electricity output and overall emissions output. ICAP will within core voice broking and investment in new businesses being
endeavour to reduce further this footprint, although the expansion partially offset by the £23 million of annualised cost savings noted
of our global office network is likely to impact our footprint in the in last year’s Annual Report.
medium term. Where it is not possible to reduce this footprint, During the year ended 31 March 2010, the operating profit*
ICAP purchases Certificates of Emission Reduction (CER) under the margin generated by the core voice broking business fell by 1%
United Nations’ sponsored Clean Development Mechanism. to 19%, primarily as a result of a change in the business mix within
Furthermore, one of ICAP’s business divisions is involved in the EMEA region where an increased percentage of revenue was
helping to reduce emissions output by offering broking services in generated from business with higher commission rates. The EMEA
emissions credits as part of the EU Emissions Trading Scheme and voice broking margin fell by 3% to 23% during the period. As a
United Nations Certified Emission Reduction Credits. ICAP has a result of cost control management, the Americas region maintained
leading market share of OTC brokered European Union Allowances its margin at 18% and Asia Pacific, despite challenging market
and has a prominent position in the rapidly developing carbon conditions, improved its operating profit* margin from (2)% to 1%.
options market. ICAP is also active in the nascent emissions trading Through a continued focus on costs and our new businesses
markets in the US. reaching operational maturity we would expect to see the
operating profit* margin for the voice business to show a modest
Financial review improvement. However, the combination of competitive pressure
Cost management and an ongoing need to invest in our people, systems and
The Group considers the efficient and effective management processes will limit our ability to improve voice margins significantly
of its operating expenses as a key component of its operational in the near term.
strategy and continually evaluates opportunities to reduce these. Revenue from our electronic broking business of £252 million was
During the year, net operating expenses related to the continuing flat compared to the prior year. However, as a result of the actions
business increased by 3% to £1,251 million due to the impact of taken in the prior year to manage costs, the operating profit*
FX (£68 million) and the investment in new businesses principally margin improved from 35% to 40%.
in Brazil (£44 million). This was largely offset by a reduction in The post trade risk and information business continued to perform
performance related commissions and annualised cost savings strongly with the 2009/10 year performance delivering an
of £23 million. operating profit* margin of 49% in line with the prior year.
Exceptional items and discontinued operations
The Group’s policy is to separately disclose items in its income
statement as exceptional which are non-recurring and, in terms
of both size and nature, material.
On 18 December 2009, the Group announced that one of its US
subsidiaries, ICAP Securities USA LLC, had reached a settlement
with the SEC in regard to a multi-year, industry-wide investigation
into the markets in certain fixed income securities, without
admitting or denying allegations of any wrongdoing.
** Based on World Business Council for Sustainable Development and the World
Resources Institute Protocols, relevant Scope 3 activities (mainly business travel
and commuting) have been included as recommended by these organisations.
Using only Scope 1 and 2 emissions (minimum recommended reporting level)
would reduce ICAP’s reported emissions by approximately 80%. The total figure is
after excluding 8.1 tonnes ( 2009 – 7.0 tonnes) of electricity produced from * From continuing operations excluding amortisation and impairment of intangibles
renewable sources. arising on consolidation and exceptional items.
The investigation concerned alleged activities on certain of ICAP Earnings and earnings per share (EPS)
Securities USA LLC’s interdealer voice broking securities desks We believe that the most appropriate EPS measurement ratio for 39
between 2005 and 2008. ICAP suspended two individuals on the the Group is adjusted basic EPS as this measure better reflects the
mortgage backed securities desk in June 2008 and subsequently Group’s underlying cash earnings. For the year ended 31 March
terminated their employment for violation of ICAP’s policies. 2010 we have also presented adjusted EPS from continuing
operations so that the impact of the losses arising from the
ICAP Securities USA LLC has made substantial enhancements discontinuance of the full service agency cash equities business
to the quality of its control environment over the period. These in Europe and Asia Pacific can be identified.
include greater formalisation of its broking practices, enhanced
operational, risk and compliance controls, improved training and Adjusted basic EPS from continuing operations excludes the impact
01 – 15
ICAP in ten
monitoring programmes, revised policies and procedures, and of the performance of discontinued operations, amortisation and
the recruitment of additional experienced managers in various impairment of intangibles arising on consolidation and exceptional
control roles. items. The calculation of EPS is set out in note 13 to the financial
statements.
The Group has recognised an exceptional charge of £21 million
in respect of this settlement representing penalties and costs Adjusted basic EPS from continuing operations increased by 1% to
related to the settlement of this matter. 35.1p. The Group’s basic EPS from continuing operations decreased
from 28.2p to 25.5p and total basic EPS, including discontinued
The second exceptional item of £46 million (pre-tax) relates to operations, decreased from 27.6p to 18.0p.
our cash equities business. The expansion into full service agency
cash equities in Europe and Asia Pacific failed to deliver the As detailed in note 2 to the financial statements, the Group is
necessary returns. After a thorough review conducted in early adopting IFRS3 (revised) with effect from 1 April 2010. This will
17– 41
Business review
2010 we announced in March our decision to withdraw this full result in a number of future acquisition related costs, including
service offering. This exceptional item includes restructuring and transaction fees and changes to the estimated amount of
closure costs related to redundancy, the write-off of fixed assets contingent deferred consideration, impacting the income
and the termination of third-party contracts. statement. For acquisitions which closed prior to 31 March 2010,
these costs are accounted for on the balance sheet as a movement
The closure of the European and Asia Pacific cash equities in goodwill and, as they do not impact on the Group’s ability to
businesses in March represents a change of strategy for the Group, generate cash flow, it is planned to amend the definition of
as these businesses were previously positioned alongside post adjusted EPS used in future reporting periods to remove the
trade risk and emerging markets as an engine for growth and, as impact of these adjustments from earnings.
such, received significant prominence over the past 18 months in
management presentations, press and analyst coverage. In order Dividend
43 – 63
Governance
to enable relevant comparison of future performance, we believe For the past three years, the Group has paid a dividend equal
it is important to identify the impact that these businesses have to 50% of adjusted basic EPS which reflects the board’s desire
had on the Group’s results and, as such, have separately disclosed to balance distributions to shareholders against the wider capital
them as a discontinued operation in the financial statements. demands of the Group.
The Group is continuing to negotiate with the impacted staff For the current year we propose, subject to shareholder approval,
and suppliers to mitigate the closure costs and to find alternative to continue to apply the same multiple but to exclude the impact
uses for the fixed assets. of the discontinued business from the definition of adjusted
EPS which results in a final dividend of 12.44p being proposed.
No exceptional charges were recognised in the comparative This compares to 12.35p in the prior year and, when taken in
financial statements for the 12 months to 31 March 2009. conjunction with the interim dividend of 5.11p per share, results
Further details on the discontinued business and exceptional in a full-year dividend of 17.55p which is an increase of 3% on the
65 – 140
items are set out in notes 4 and 6 to the financial statements. prior year.
Tax At the annual general meeting in July 2009, the introduction of a
The overall objective continues to be to plan and manage the tax scrip dividend scheme was approved in order to give shareholders
affairs of the Group efficiently within the various local tax greater flexibility and the opportunity to elect to receive new
jurisdictions of the world to achieve the lowest tax cash cost and ordinary shares in ICAP as an alternative to any cash dividend
effective tax rate while complying with local tax regulations. As a declared by the Company. 4,567,807 shares were issued in order
result of this management the Group’s effective tax rate, excluding to satisfy elections in respect of last year’s final dividend with no
amortisation, impairment of intangibles arising on consolidation, shares issued in respect of the interim dividend distribution in
exceptional items and discontinued operations, has reduced to 32% February 2010. It is proposed to continue to offer a scrip dividend
(2009 – 33%). alternative for 2010/11. Further details will be announced on
A tax credit of £20 million (2009 – £22 million) has been 28 July 2010.
141 – 143
recognised in the income statement column entitled “amortisation Interim dividends are calculated as 30% of the previous year’s
and impairment of intangibles arising on consolidation” to reflect full-year dividend. This approach will continue for the 2010/11
the impact on deferred tax of amortising intangible assets. financial year.
The Group’s tax charge is affected by the varying tax rates in
different jurisdictions applied to taxable profits; the mix of those
profits; and the rules impacting deductibility of certain costs.
The Group continues to take a prudent approach to the management
of its tax affairs and provisions are set to cover tax exposures.
Losses on discontinued operations of £18 million are shown net
of a tax credit of £7 million and related reorganisation costs of
£41 million net of a tax credit of £11 million.
40 Business review
continued
Operating profit*/cash conversion as a result of writing down the carrying value of a number of
The Group’s consolidated cash flow statement is set out on page customer relationships which have been impacted by the credit
71 of the financial statements. crisis, a further £4 million (2009 – £7 million) impairment to First
Brokers and £1 million of other impairments.
The Group continues to generate substantial free cash flow and in
2009/10 once again saw its post-tax profits, excluding the impact Matched principal gross-up
of exceptional items and the amortisation and impairment of Certain Group companies are involved as a matched principal in
intangibles arising on consolidation, convert into cash. the process of broking securities between third parties. Such
trades are complete only when both sides of the deal are settled
Year ended Year ended and so the Group is exposed to risk in the event that one side of
31 March 31 March
2010 2009
the transaction remains unsettled. Substantially all the transactions
Free cash flow £m £m settle within a short period of time and, as such, the settlement
Cash generated by operations 345 455 risk is considered to be minimal.
Interest and tax (69) (101) All amounts due to and payable by counterparties in respect of
Cash flow from operating activities 276 354 matched principal business are shown gross, except where a legally
enforceable netting agreement exists and the asset and liability are
Capital expenditure (66) (63)
either settled net or simultaneously. At 31 March 2010 matched
Dividends from associates and principal business resulted in the balance sheet being grossed up
investments 9 5 by £60 billion.
Free cash flow 219 296
Contingent deferred consideration and deferred consideration
Cash generated from operations decreased by £110 million in A number of the Group’s recent acquisitions have been structured
2009/10, reflecting the impact of lower trading revenues to include an element of deferred consideration that is contingent
(£15 million), the settlement of the SEC claim and related costs on the business performance. These arrangements take a variety
(£21 million), the impact of initially unsettled trades (£13 million), of forms and may involve part of the purchase consideration being
and the maintenance of the one-off benefit seen in the prior year deferred and linked to future performance or the vendors retaining
from enhancing our working capital practices. a minority interest which they may have the right to put and ICAP
call after a pre-agreed period.
Net payments in respect of interest and tax have decreased by
£32 million to £69 million, reflecting the combined impact of lower Overall, the objective of these arrangements is to reduce the risk
profits in the year together with timing differences. inherent in acquiring smaller owner-managed businesses and to
align the vendors, many of whom remain with ICAP, to both
The Group distributed £92 million of its free cash flow to
integrate and develop the business further. At 31 March 2010,
shareholders through its dividend. In total, £149 million was
the present value of these obligations was £19 million which
invested in a number of acquisitions during the year, including
represents a decrease of £29 million when compared to the prior
£122 million to acquire the remaining shares in Reset and
year, as a result of the payment of £14 million of deferred
TriOptima and £14 million as deferred consideration for Link.
consideration in respect of Link, the removal of the obligation in
Balance sheet – net assets respect of full service agency cash equities and a rebasing of the
Net assets have increased from £1,140 million to £1,215 million expected amount due for ICAP Shipping.
which include the recognition of intangible assets in respect of our
An amount of £7 million deferred consideration was recognised
previous shareholding of 38.22% in TriOptima.
as a liability at 31 March 2010 which was paid in May 2010 to
Intangible assets arising on consolidation TriOptima.
The Group accounts for those assets and liabilities which arise
Further details of these arrangements are set out in note 14 of the
on acquisition at fair value and recognises goodwill and other
intangible assets on consolidation. At 31 March 2010, intangible
assets arising on consolidation stood at £1,489 million, up Net debt and cash
£85 million on the prior year as a result of the amortisation charge The Group aims to ensure that it has constant access, even in
related to those assets with a finite useful life, such as customer periods of corporate or market turmoil, to an appropriate level of
relationships, revaluation of dollar denominated assets, principally cash, other forms of marketable securities and committed funding
EBS, Traiana and Reset being more than offset by the assets arising lines to enable it to finance its ongoing operations, proposed
on the acquisition of Arkhe and TriOptima. acquisitions and other reasonable unanticipated events on
cost-effective and attractive terms. During the past 12 months
The Group is required to consider the carrying value of these
ICAP’s risk function has reviewed the liquidity risks facing the
assets on an annual basis against their value in use and, if
Group and confirmed that $250 million remains as an appropriate
appropriate, to impair the carrying value. Details of the approach
level of liquidity headroom to mitigate the operational risks including
adopted to review the assets are set out in note 15 to the financial
margin and collateral requirements inherent in our business.
statements and resulted in a £5 million (2009 – £nil) charge

The Group has traditionally financed itself through a combination In general, higher levels of market volatility result in increased
of retained profits, short-term committed and uncommitted bank demand for the Group’s brokerage and post trade risk and 41
facilities, equity, and US private placement loan notes and, as set information services. From a regulatory capital perspective, however,
out in last year’s Annual Report, has taken steps through obtaining the impact is significantly dampened by the fact that much of this
investment grade credit ratings and putting in place a Global incremental business occurs in markets which operate on a name
Medium Term Note programme (GMTN), to ensure that it is able to give-up basis or are cleared through a central counterparty.
take advantage of improving market conditions to diversify these We would, therefore, expect any increase in activity to have a
sources further. limited impact on the Group’s capital resource requirement and,
as such, absent a material acquisition, loss of the waiver or a change
During July 2009, the Group took advantage of stronger market
01 – 15
ICAP in ten
in the basis of computation, existing capital resources are viewed
conditions to significantly strengthen its balance sheet through the as sufficient to both operate and grow the business.
issuance of the GMTN programme of its debut bond, raising
€300 million of five-year term debt to repay the £135 million Contractual arrangements
bridge facility, which had been taken out in April 2008 to finance During 2009/10 the Group’s total cost base from continuing
the purchase of Link, and to create additional headroom under its operations was £1,270 million (2009 – £1,243 million) of which
core revolving credit facility. approximately 75% (2009 – 75%) was represented by staff costs
11% by technology costs (2009 – 10%) and 14% by other costs
The Group’s core £473 million revolving credit facility was due to (2009 – 15%) including premises, travel, entertainment and clearing.
mature in March 2011 and, in line with its objective of maintaining
appropriate levels of committed headroom for the 12 months ahead, The Group places reliance on a number of key suppliers to carry out
ICAP announced on 7 May 2010 that it had successfully refinanced its business effectively and has put in place procedures to ensure
17 – 41
Business review
this facility into a new $880 million committed revolving credit facility that purchasing decisions balance cost against other factors
which matures in May 2013, following which the average maturity including service quality, global reach and resilience.
of the Group’s debt facilities has been extended to 44 months.
The success of ICAP’s core voice broking business is reliant on its
The Group’s credit ratings remained unchanged throughout the ability to attract and retain highly qualified staff. A number of legal
period. At 12 May 2010, the Group was rated BBB+ by Fitch arrangements, including rolling contracts and non-compete
and Baa2 by Moody’s. Net debt was £148 million, an increase arrangements, are employed to mitigate the risk of key producers
of £22 million on the prior year as a result of the borrowings to being lost to competitors.
finance the acquisition of TriOptima being partially offset by strong
cash generation in the year. Further details of the Group’s net Information systems and communications are key to the delivery
debt, cash and cash equivalent and borrowings are set out in notes of both voice and electronic products and, in this area, the Group
33(c), 33(b) and 22 respectively of the financial statements. seeks to ensure that its systems have full redundancy and are
43 – 63
Governance
capable of operating from business continuity sites.
Capital structure and regulatory capital
ICAP is an international business which provides brokerage, post The settlement of matched principal and exchange traded
trade risk and information services in a wide range of products to businesses requires access to clearing houses either directly or
professional counterparties. The business is subject to consolidated through third party providers of clearing and settlement services.
supervision by the FSA under the terms of the CRD. In North America the Group is a member of the FICC and NSCC
through which it clears US Treasury products, agency, mortgage
In March 2007, ICAP obtained a waiver from the consolidated and equity trades for its client base. In Europe and Asia Pacific, with
capital adequacy tests which have the effect of excluding goodwill the exception of base metal clearing on LCH. Clearnet Group Ltd,
from the capital computation and, in so doing, allows the Group the majority of the Group’s clearing activities are outsourced to
to undertake acquisitions using debt rather than equity finance. third parties where ICAP seeks to partner with one of the leading
The terms of the waiver, which runs until the end of March 2012, clearing providers in each market.
65 – 140
limits our ability to incur market risk and, in effect, prohibits the
Group from undertaking proprietary trading activities. As more fully described in note 22, the Group relies on a small
number of international banks to provide it with access to liquidity.
The Group’s Pillar 1 regulatory capital surplus represents the No single bank provides the Group with more than 14% of its total
difference between the capital resources of the Company, on a committed credit facilities.
stand alone basis, and the regulatory capital requirements of the
Group calculated, in accordance with the requirements of the Events after the balance sheet date
waiver, on an aggregate basis. On 7 May 2010, the Group refinanced its existing £473 million
three-year unsecured revolving credit facility and $94 million
The Group’s Pillar 1 regulatory capital requirement calculated under swingline with a new $880 million revolving credit facility
the CRD waiver is relatively stable. However, as a result of timing incorporating an up to $200 million swingline facility, which
differences in the receipt of dividends from subsidiaries and the matures on 31 May 2013. This facility carries a floating interest
141 – 143
payment to ICAP’s shareholders, the Group’s regulatory capital, rate at LIBOR plus 2% with an additional 0.50% payable dependent
and consequently the Pillar 1 headroom, may fluctuate. At the year on the debt to earnings ratio.
end the Group had in excess of £500 million of Pillar 1 headroom.
Our business is in good shape and well positioned to take advantage
CRD requires ICAP, under Pillar 2, to evaluate the risks facing the of improving market conditions and regulatory change. We have
business and to determine whether the Pillar 1 capital is sufficient learnt valuable lessons from our expansion into the full service
to cover any expected losses. The Group has developed a scenario- agency cash equities business and adopted new processes, used the
based model which utilises data provided by the business to assess financial crisis to strengthen our voice franchise, continued to invest
the economic capital required to cover the expected risks and, at in our electronic broking platforms and, through Reset, Traiana,
31 March 2010, viewed the Pillar 1 capital as sufficient to cover TriOptima and ReMatch, to operate some of the key post trade risk
the identified risks. The analysis of economic capital is documented solutions used by our clients. The business continues to exhibit low
in the Group’s Internal Capital Adequacy Assessment Process levels of market risk, remains highly cash generative and has a
(ICAAP) which is required by the FSA, regularly updated and strong balance sheet and, as such, we believe is well positioned to
formally approved by the board annually. respond to future market challenges.
42
43
01 – 15
ICAP in ten
Governance
17 – 41
Business review
43 – 63
Governance
65 – 140
141 – 143
The Group is led by an

experienced board of
directors consisting of a
non-executive Chairman, a
Group Chief Executive Officer,
three further executive
directors and, as from 1 April Charles Gregson N Michael Spencer N
2010, three independent Non-executive Chairman Group Chief Executive Officer
non-executive directors. Aged 62 Aged 54
Charles was appointed non-executive Michael was the founder of Intercapital in 1986
Chairman in 2001 having been the executive and became Chairman and Chief Executive of
Chairman from 1998 to 2001. Between Intercapital in October 1998, following the
1978 and 1998, he was responsible for the Exco/Intercapital merger. He is deemed, with
Key to membership of committees Garban businesses that demerged from United IPGL and its subsidiary INFBV, to have an
Business Media plc in 1998 and then merged interest of 17.39% in ICAP plc. IPGL’s other
AR Audit and risk committee
with Intercapital in 1999 to form ICAP. He was interests include City Index Limited and
N Nomination committee chief executive of PR Newswire Association Inc investments in a variety of other financial
R Remuneration committee and has served on the board of United Business services companies. Michael was non-executive
Media plc. In addition, he is a non-executive Chairman of Numis Corporation plc from
director of International Personal Finance plc, April 2003 until May 2009. In February
Caledonia Investments plc, St. James’s Place plc 2007, he was appointed Treasurer of the
and The Starting Price Regulatory Commission Conservative Party.
Ltd. He is also the non-executive chairman of Michael was last re-elected by shareholders
CPP Group plc. at the annual general meeting in 2009.
Charles was last re-elected by shareholders
at the annual general meeting in 2008 and is
standing for re-election at the annual general
meeting in July 2010.
Matthew Lester John Nixon

Group Finance Director Group Executive Director ICAP Americas
Aged 46 Chief Executive Officer
Matthew was appointed Group Finance ICAP Electronic Broking
Director in 2006 and is chairman of the Aged 55
finance committee and is responsible for a John was appointed an executive director in
number of global support functions including 2008. He is the executive director responsible
finance, treasury, tax and company secretariat. for ICAP Americas and continues to be
Previously he worked for Diageo plc in a responsible for electronic broking. He has
number of senior finance roles, including Group 30 years’ experience in the interdealer broking
Financial Controller. Matthew, having qualified industry. Prior to his full-time involvement with
as a chartered accountant in 1987 with ICAP, he was a non-executive director of ICAP
Arthur Andersen, moved to Kleinwort Benson, plc from 1998 to 2002. He was previously the
corporate finance, in 1988. He is a member Chief Executive Officer of Tullett and Tokyo
of the main committee of The 100 Group of Forex, now part of Tullett Prebon, where he
Finance Directors. worked from 1978 to 1997 in Toronto, London
Matthew was last re-elected by shareholders and New York.
at the annual general meeting in 2007 and is John was last re-elected by shareholders
standing for re-election at the annual general at the annual general meeting in 2008.
45
01 – 15
ICAP in ten
Mark Yallop James McNulty AR, N, R
Group Chief Operating Officer Senior independent non-executive
Aged 50 director
17 – 41
Business review
Mark was appointed Group Chief Operating Aged 59
Officer in 2005 and is chairman of the group James was appointed a non-executive director
risk committee and is responsible for the post in 2004 and is chairman of the remuneration
trade risk division. He had previously been committee. He has 30 years’ experience in
Group Chief Operating Officer of Deutsche the global financial markets, including futures,
Bank Group, following many years’ involvement securities, derivatives and foreign exchange.
in trading in the derivatives, foreign exchange He is a director of NYSE Euronext. He was
and cash markets. Mark was also a director of President and Chief Executive Officer of
ISDA from 1996 to 1998. Chicago Mercantile Exchange Holdings Inc
Mark was last re-elected by shareholders from its formation in August 2001 and Chicago
at the annual general meeting in 2009. Mercantile Exchange Inc from February
2000 until 1 January 2004. Before this he
was managing director and co-head of the
43 – 63
Governance
Corporate Analysis and Structuring Team in the
Corporate Finance division of the investment
banking firm now known as UBS.
James was last re-elected by shareholders
at the annual general meeting in 2007 and is
standing for re-election at the annual general
65 – 140
William Nabarro AR, N, R John Sievwright AR, R
Independent non-executive director Independent non-executive director
Aged 54 Aged 55
William was appointed as a non-executive John was appointed as a non-executive
director in 1998 and is chairman of the director in July 2009 and is chairman of the
nomination committee. He was appointed audit and risk committee. Prior to joining ICAP
Executive Chairman of JLT Employee Benefits he was Chief Operating Officer, International,
141 – 143
in January 2006 and joined the board of Jardine for Merrill Lynch, based in New York, Tokyo
Lloyd Thompson Group plc as Commercial and London. He has also held a number of
Director in April 2006. He was Vice Chairman senior positions at Merrill Lynch, including
of KPMG Corporate Finance between July Chief Operating Officer, Global Markets
1999 and July 2003. Before joining KPMG and Investment Banking; Head of Global
he was a managing director of SG Hambros Futures and Options and Chief Administrative
Corporate Finance. He joined Hambros Bank in Officer for the Debt Markets and Global
1978 and was head of its Corporate Finance Equity Derivatives Divisions. He is also a
Division from 1997 to 1999. non-executive director of FirstGroup plc
William was last re-elected by shareholders and chairman of their audit committee.
at the annual general meeting in 2008. John will be offering himself for election
at the annual general meeting in July 2010.
In preparing the Annual Report we have taken into account recent income securities, without admitting or denying any allegations of
changes and recommendations on corporate governance that any wrongdoing. The investigation concerned activities on certain
were contained in the final Walker report and others such as the of ICAP Securities USA LLC’s interdealer voice broking securities
Turnbull Guidance on Internal Control and the best practice desks between 2004 and 2008. ICAP suspended two individuals
guidance set out in the Higgs report. The corporate governance on the mortgage backed securities desk in June 2008 and
section, together with the remuneration report, details how the subsequently terminated their employment for violation of
Company has applied the principles set out in Section 1 of the ICAP policies.
Combined Code and includes additional and explanatory
disclosures as to how the Company has complied. ICAP Securities USA LLC has made substantial enhancements
to the quality of its control environment over the period.
I am satisfied with ICAP’s overall corporate governance structure These include greater formalisation of its broking practices,
and would like to comment on some changes we have made enhanced operational, risk and compliance controls, improved
this year. training and monitoring programmes, revised policies and
procedures, and the recruitment of additional experienced
In addition to the scheduled board meetings, we have increased managers in various support roles. We are working to further
the frequency of interim meetings. The board has met on a strengthen our compliance and risk functions on a worldwide basis.
number of occasions to consider current issues such as trading
performance, the SEC investigation and settlement and During the year we made important revisions to the remit and
acquisitions. The additional board meetings were sometimes structure of the audit committee. It was renamed the audit
called at short notice and any director who was unable to attend and risk committee and its agenda, role and responsibilities were
a meeting was briefed separately on the matters for discussion broadened to more actively deal with matters of business control
at the meeting and their views were sought and considered. and oversight and regulation. The frequency of meetings has
These interim meetings have undoubtedly improved communication increased to six a year. I regularly attend both the audit and risk
between board members and enabled full and detailed consideration and the remuneration committee meetings.
of high priority issues.
During the period under review, a thorough board evaluation
The nomination committee, together with the rest of the board, was undertaken to review the effectiveness of the board and
has been considering the succession of a number of long-serving the committees. The results of the evaluation were supportive
non-executive directors who are coincidentally retiring this year. of the decision making and board processes and endorsed the
In addition to the appointment of John Sievwright during the year, changes being undertaken in the remit of the audit and risk
the board is now seeking to appoint three new independent committee. James McNulty, as the senior independent director,
non-executive directors. This creates an opportunity to refresh undertook, in consultation with other directors, an evaluation
the board with relevant skills and experience for the current of my performance as Chairman.
environment.
The responsibilities and time commitment of the non-executive
The board discussed and agreed the skills, knowledge and directors has increased very substantially and, after consultation
experience that each appointee would ideally have. Experience with an external adviser, their fees have been adjusted, with effect
of the markets in which ICAP operates is a requirement but such from 1 May 2010, to reflect this additional time commitment.
experience could be derived from a number of other related
financial services sectors. The board has appointed a prominent In view of my length of service, I will be standing for re-election
leadership advisory firm to undertake a thorough search on an at the forthcoming annual general meeting. Matthew Lester and
international basis and the process is well underway. Candidates are James McNulty will also be standing for re-election and John
now being evaluated and we expect to appoint new non-executive Sievwright will be standing for re-appointment as he was
directors in the second quarter of the financial year 2010/11. appointed a director since the last annual general meeting.
This will keep the period when we are non-compliant with the Nick Cosh, who retired at the end of the financial year, was
Combined Code as short as possible. previously chairman of our audit committee and gave ten years
The Group is lead-supervised by the FSA and is required to meet of dedicated and very valuable service during a period when
the systems and control requirements of the CRD. It regularly the Group grew dramatically and the issues it faced became
reviews these and, where necessary, takes action to ensure increasingly complex. Another long standing and much valued
compliance. In its 2010/11 business plan, the FSA has announced director, William Nabarro, who has been a member of the board
plans to adopt a more outcomes-focused approach to supervision since the inception of ICAP, has also decided to retire from the
of all financial services firms and will achieve this in various ways, City and will not be seeking re-election at the forthcoming annual
including more intensive reviews of prudential returns and control general meeting. I would like to thank them both for their wise
systems as well as more frequent visits and meetings with senior counsel over many years and through many changes.
management. The board recognises that we have to continuously
review and enhance the Group procedures to ensure compliance
with all the FSA’s and other regulators’ requirements.
Charles Gregson
In the US, the Group’s activities are primarily regulated by FINRA Chairman
and the SEC. In December 2009 the Group announced that it had
reached agreement with the SEC to settle in respect of a multi- 19 May 2010
year, industry-wide investigation into the markets in certain fixed
Directors’ report 47
The directors present their report and the audited financial John Sievwright was appointed a director on 15 July 2009 and will
01 – 15
ICAP in ten
statements of the Group for the year ended 31 March 2010. stand for election at the annual general meeting on 14 July 2010.
Activities, business review, future developments Charles Gregson has agreed to stand for annual re-election having
and risk management been in office for over nine years. The Company’s articles of
A review of business activities, future developments and a association and the Combined Code require a director to stand for
description of the principal risks and uncertainties facing the re-election once every three years. Accordingly, Matthew Lester
Company, including risk management and financial risk and James McNulty will stand for re-election at the forthcoming
management, is given in the following sections of the annual general meeting.
Annual Report:
The interests of the directors in the Company’s ordinary shares of
–
ICAP in ten on pages 1 to 15, 10p each are shown below as at 31 March 2010 and at 31 March
2009 (or as at date of appointment). The interests of directors in
17 – 41
Business review
–
key performance indicators on page 29,
options over the Company’s shares are shown on pages 61 and 62
–
the business review on pages 18 to 41, and within the remuneration report.
–
note 24 to the financial statements which contains information As at As at
on risk management and financial risk management. 31 March 31 March
2010 2009
All these sections are incorporated into the directors’ report Charles Gregson – Chairman 217,283 213,424
by reference.
Michael Spencer 113,902,090 138,076,836
Results and dividends Matthew Lester 202,587 150,742
The results of the Group for the year are set out in the
consolidated income statement on page 66. The directors John Nixon – –
recommend a final dividend of 12.44p per share which, together Mark Yallop 1,217,361 1,027,702
43 – 63
Governance
with the interim dividend of 5.11p per share already declared and Nicholas Cosh 30,000 30,000
paid, makes a total for the year ended 31 March 2010 of 17.55p
James McNulty 20,000 20,000
per share (2009 – 17.05p). Details of the interim dividend
payment are set out in note 12 to the financial statements. Subject William Nabarro 48,580 48,580
to approval at the annual general meeting, the final dividend will be John Sievwright – –
paid on 20 August 2010 to shareholders on the register on 23 July
2010 (ex-dividend date being 21 July 2010). Notes
1 Details of Michael Spencer’s shareholding are set out in a note to the substantial
Under the terms of the scrip dividend scheme approved at last shareholdings section of the directors’ report.
year’s annual general meeting, shareholders will be offered the 2 Directors’ interests shown in the table above represent shares beneficially held by
each director together with shares held by their connected persons. They include
opportunity to elect to receive their cash dividend in shares. ordinary shares held on behalf of Michael Spencer by the trustees of the ICAP
65 – 140
Further details will be announced on 28 July 2010 and will be Trust in respect of his basic awards and any vested, unexercised matching awards
available on the ICAP website. under the BSMP.
3 Between 31 March 2010 and 12 May 2010 there were no changes to the above
Related party transactions interests.
Details of related party transactions are set out in note 32 to
Share capital
All changes in share capital are detailed in note 26 to the financial
Events after the balance sheet date statements. The Company has one class of share in issue, ordinary
Details of events after the balance sheet date are set out in the shares of 10p each, all of which are fully paid. Each ordinary share
business review on page 41 and in note 35 to the financial in issue carries equal rights including one vote per share on a poll
statements. at general meetings of the Company, subject to the Company’s
articles of association and law. The shares issued to Ocean Tomo
Directors and directors’ interests
141 – 143
LLC under the asset and purchase agreement dated 15 June 2009
Profiles of the directors who held office at the end of the year are subject to a restriction on transfer. This restriction will lapse on
are given on pages 44 and 45. Details of the service contracts 15 June 2010. There are no other restrictions on the transfer of
for those directors holding office during the year are shown in ordinary shares. Shares held in treasury carry no voting rights for
the remuneration report on page 59. as long as they are held as Treasury Shares. Votes may be exercised
David Puth resigned as a director of the Company on by shareholders attending or otherwise duly represented at general
15 September 2009 and Nicholas Cosh retired at the end of meetings. The ICAP and Garban Trusts hold ordinary shares which
the financial year. may be used to satisfy options and awards granted under the
Company’s share plans. The voting rights of ordinary shares held
in the ICAP and Garban Trusts are exercisable by the trustees
in accordance with their fiduciary duties. The right to receive
dividends has been waived in respect of the shares held in the ICAP
and Garban Trusts and no dividend is payable on Treasury Shares.
continued
As at 31 March 2010, options existed over 14,294,040 of the Company’s ordinary shares of 10p each in relation to employee share
option schemes. Of this figure, 7,302,825 are options and awards over existing shares which are held in employee share trusts.
The remainder are expected to be satisfied by either new issues of shares or by Treasury Shares. Changes in options and awards under
the various schemes are detailed in note 27 to the financial statements.
The Company holds 2,034,739 Treasury Shares at 31 March 2010 (2009 – 2,034,739) which represents 0.31% of the issued share
capital. The Company has not acquired or disposed of any interests in its own shares during the period under review. As at the date of
this report, the Company had an unexpired authority to repurchase shares up to a maximum of 64,773,593 ordinary shares of 10p each.
The rules of the Company’s share plans contain provisions which may cause options and awards granted to employees under the schemes
to vest on a change of control.
Substantial shareholdings
As at 12 May 2010, the Company had been notified of the following interests of 3% or more in its issued ordinary share capital:
Total Percentage of voting rights

interest in Indirect Direct Total
ordinary shares % % %
Mr and Mrs M Spencer, together with INFBV* 113,902,090 16.96 0.43 17.39
Newton Investment Management Limited 51,483,526 7.86 – 7.86
BlackRock, Inc 32,388,112 0.08 4.86 4.94
Schroders plc 32,243,080 4.92 – 4.92
AXA SA 29,749,171 3.75 0.79 4.54
Legal & General Group plc 19,850,242 – 3.03 3.03
* Mr and Mrs M Spencer own approximately 55.10% of IPGL which in turn owns 100% of INFBV. Accordingly, Mr and Mrs M Spencer are deemed to be interested in all the
shares in ICAP plc held by INFBV (111,069,560) respectively. A trust fund of which their children are beneficiaries holds a further 50,000 shares and 1,781,501 shares
are held by EES Trustees International Limited as trustee of the ICAP Trust. The shares held in the ICAP Trust include basic awards to Michael Spencer under the BSMP and
matching awards under the BSMP in respect of which there are no unsatisfied performance or continuity of employment conditions. Michael Spencer holds 1,001,029
shares in his own name.
The Company has been notified by IPGL that, as part of normal corporate borrowing facilities, a total of 111,069,560 ICAP ordinary shares registered in the name of INFBV
are included in a package of assets charged pursuant to a loan facility agreement dated 6 October 2008 between IPGL, INFBV, certain other subsidiaries of IPGL and HSBC
Bank Plc.
Mr M Spencer has notified the Company that security has been granted in favour of HSBC Private Bank (UK) Limited over 996,800 ICAP ordinary shares held by him personally.
Annual general meeting

The twelfth annual general meeting of the Company will be held on Wednesday 14 July 2010. Details of the resolutions to be proposed
at the annual general meeting are set out in a separate letter sent to all shareholders.
Creditor payment policy
The Group’s policy with regard to the payment of its suppliers is to agree the terms of payment at the start of business with each supplier
and to ensure that each supplier is made aware of the terms of payment and paid in accordance with its contractual and legal obligations.
The Company does not have any trade creditors.
Political donations
No political donations were made during the year (2009 – nil).
Charitable donations
During the year the Group donated £11.5 million (2009 – £11 million) to charitable organisations globally, of which £5 million (2009 –
£5 million) was donated to charitable organisations based in the UK. Further information can be found on page 37 of the business review
and on the Group’s website, www.icap.com.
Employee involvement
Details are given in the business review on page 37.
Disability policy
Details are given in the business review on page 37 as part of the equal opportunity and diversity policy section.
Auditors and the disclosure of information to auditors The directors are also required by the Disclosure and Transparency
So far as each person who was a director at the date of approving Rules of the FSA to include a management report containing a fair 49
this report is aware, there is no relevant audit information, being review of the business and a description of the principal risks and
information needed by the auditors in connection with preparing uncertainties facing the Company and the Group.
their report, of which the auditors are unaware. Each director has
taken all the steps that he is obliged to take as a director in order to Directors’ statement pursuant to the Disclosure and
make him aware of any relevant audit information and to establish Transparency Rules
that the auditors are aware of that information. Each of the directors, whose name and function is listed in the
directors’ profiles, confirms that, to the best of his knowledge
PricewaterhouseCoopers LLP were re-appointed auditors and belief:
01 – 15
ICAP in ten
to the Company on 15 July 2009. Resolutions to re-appoint
PricewaterhouseCoopers LLP and to authorise the directors to –
the financial statements, prepared in accordance with IFRSs
set their remuneration will be proposed at the forthcoming annual as adopted by the EU, give a true and fair view of the assets,
general meeting. Note 9 to the financial statements sets out details liabilities, financial position and profit or loss of the Company and
of the auditors’ remuneration. the undertakings included in the consolidation taken as a whole;
and
Statement of directors’ responsibilities for the Annual Report –
the management report contained in the business review
The directors are responsible for preparing the Annual Report, the includes a fair review of the development and performance
remuneration report and the financial statements in accordance of the business and the position of the Company and
with applicable law and regulations. the undertakings included in the consolidation taken as a
Company law requires the directors to prepare financial statements whole, together with a description of the principal risks and
17 – 41
Business review
for each financial year. Under that law the directors have elected uncertainties that they face.
to prepare the Company and Group financial statements in Going concern
accordance with International Financial Reporting Standards (IFRSs) The Group’s business activities, together with the factors likely to
as adopted by the EU. Under company law the directors must not affect its future development, performance and position are set
approve the financial statements unless they are satisfied that they out in the business review. The financial position of the Group, its
give a true and fair view of the state of affairs of the Company and cash flow, liquidity position, facilities and borrowing position are
the Group and of the profit or loss of the Group for that period. described in the business review and notes 22 and 24 to the
In preparing these financial statements, the directors are required to: financial statements provide further detail on the Group’s
borrowings and management of financial risks. The business review
–
select suitable accounting policies and then apply them includes an analysis of the key risks facing the Group and the
consistently; Group’s approach to risk management.
43 – 63
Governance
–
make judgements and accounting estimates that are reasonable After reviewing the Group’s annual budget, liquidity requirements,
and prudent; plans and financing arrangements, the directors are satisfied that
–
state whether applicable IFRSs as adopted by the EU have been the Company and the Group have adequate resources to continue
followed, subject to any material departures disclosed and to operate for the foreseeable future and confirm that the
explained in the financial statements; Company and the Group are going concerns. For this reason they
–
prepare the financial statements on the going concern basis continue to adopt the going concern basis in preparing these
unless it is inappropriate to presume that the Company and the financial statements.
Group will continue in business. By order of the board
The directors are responsible for keeping adequate accounting Deborah Abrehart
65 – 140
records that are sufficient to show and explain the Company’s and Group Company Secretary
the Group’s transactions and disclose with reasonable accuracy ICAP plc
at any time the financial position of the Company and the Group 2 Broadgate
and enable them to ensure that the financial statements and the London EC2M 7UR
remuneration report comply with the Companies Act 2006 and, Company number 3611426
as regards the Group financial statements, Article 4 of the IAS
Regulation. They are also responsible for safeguarding the assets of 19 May 2010
the Company and the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity
of the Company’s website. Legislation in the UK governing the
141 – 143
preparation and dissemination of financial statements may differ

from legislation in other jurisdictions.
The corporate governance section, together with the remuneration report, details how the Company has applied the principles set out
in Section 1 of the Combined Code and includes additional disclosures as to how the Company has complied with the detailed provisions
of the Code.
The directors believe that during the year they have complied in full with the provisions of the Combined Code. The Combined Code is
publicly available at www.frc.co.uk.
Directors
Composition of the board
During the year ended 31 March 2010 the Group was headed by an experienced board of directors consisting of a non-executive
Chairman, four executive directors, including the Group Chief Executive Officer, and four independent non-executive directors. As from
1 April 2010, following the retirement of Nicholas Cosh at the end of the financial year, the board has three independent non-executive
directors.
The current members of the board, together with their biographical details, are shown on pages 44 and 45.
The nomination committee and the board have been considering succession planning for some time, particularly as a number of long-serving
non-executive directors would be retiring at similar times. In addition to the appointment of John Sievwright during the year, the board is
seeking to appoint three new independent non-executive directors during the year ending 31 March 2011.
The board discussed and agreed the skills, knowledge and experience that each appointee would ideally have. Experience of the markets
in which ICAP operates is a requirement but such experience could be derived from a number of other related financial services sectors.
The board recognises that the recruitment of three non-executive directors creates an opportunity to provide input to the board from
a greater variety of relevant perspectives than would normally be possible.
Following a selection process, the board appointed leadership advisory firm Heidrick & Struggles to undertake this search on an international
basis and the process is well underway with a short list of possible candidates for the first appointment at the selection stage.
Board meetings
The board has six board meetings scheduled each year with one meeting focussing on the strategic review. In addition to the scheduled
meetings, the board has met on a number of additional occasions to consider other issues including trading performance, the SEC
investigation and settlement, acquisitions, approval of share allotments in respect of the scrip dividend scheme and the Company’s
various option schemes. The additional board meetings were sometimes called at short notice and any director who was unable to attend
a meeting was briefed separately on the discussions at the meeting and their views were sought and considered.
The following table sets out the number of meetings of the board and its committees during the year ended 31 March 2010 and
attendance by directors at those meetings:
Board scheduled Board additional Audit and risk Remuneration Nomination
meetings meetings committee committee committee
Total number of meetings 6 11 6 7 1
Charles Gregson 6/6 11/11 – – 0/1
Michael Spencer 6/6 10/11 – – 0/1
Matthew Lester 6/6 11/11 – – –
John Nixon 5/6 9/11 – – –
Mark Yallop 5/6 10/11 – – –
Nicholas Cosh 6/6 7/11 6/6 6/7 1/1
James McNulty 6/6 10/11 6/6 7/7 1/1
William Nabarro 6/6 9/11 6/6 7/7 1/1
John Sievwright (appointed 15 July 2009) 5/5 8/9 4/4 6/6 –
Former director
David Puth (resigned 15 September 2009) 2/2 2/3 2/2 1/1 –
Role of the board Independence of directors

The board has a schedule of matters specifically reserved to it for All the non-executive directors are independent of management 51
decision and approval which include: and considered by the board to be free from any business or other
relationships which could interfere with the exercise of their
–
the Group’s long-term objectives and commercial strategy; independence.
–
significant acquisitions, disposals and investments;
In accordance with the Combined Code and the Company’s articles
–
the Group’s annual and half-year reports; of association, all directors are subject to re-appointment by
–
any significant change in accounting policies or practices; shareholders at the first opportunity following their appointment
and, subsequently, must seek re-election at least once every
01 – 15
ICAP in ten
–
any interim dividend and recommendation of the final dividend; three years.
–
the annual operating and capital expenditure budgets; Conflicts of interest
–
any changes to the Company’s capital structure or its status as In line with the Companies Act 2006, the articles of association
a listed company; were amended at the 2008 annual general meeting to allow the
–
risk management strategy; and board to authorise potential conflicts of interest that may arise and
to impose such limits or conditions as it thinks fit. The decision to
–
treasury policy. authorise a conflict of interest can be made only by independent
Information is provided in a timely and regular manner to directors directors (those who have no interest in the matter being
for all meetings to enable them to exercise their judgement in considered). In making such a decision the directors must act in
the discharge of their duties. In addition other senior executives a way they consider in good faith will be most likely to promote
17 – 41
Business review
attend certain board meetings to make presentations on potential the Company’s success. A process has been established whereby
acquisitions and to discuss the results and strategies of their actual and potential conflicts are regularly reviewed and for the
businesses. appropriate authorisation to be sought prior to the appointment
of any new director or if a new conflict arises. During 2009/10
All directors have access to the advice and services of the Group this procedure operated effectively.
Company Secretary who is responsible for ensuring that board
procedures and applicable rules are observed. There is a procedure Induction and continuing professional development
to enable the directors to obtain independent professional advice New directors to the board are provided with appropriate training
in respect of their duties at the Company’s expense. This facility and briefings which take into account their individual qualifications
extends to the members of the audit and risk, remuneration and and experience. All directors receive, during their term of office,
nomination committees. The Company maintains liability insurance regular briefings on changes and developments in the Group’s
for its directors and officers. business and on any legislative and regulatory changes which
43 – 63
Governance
are relevant to the Group.
There is a clear division between the roles and responsibilities of
the Chairman and the Group Chief Executive Officer. The Chairman Board evaluation
is responsible for leadership of the board and ensuring effective During the year the board evaluated its performance and that
communication with shareholders. The Group Chief Executive of its committees and individual directors. This was done by
Officer is responsible for leading and managing the business. way of a questionnaire which was completed by each director
to evaluate effectiveness and accountability and by individual
To support the principles of good corporate governance, the meetings with the Chairman. The collective results were then
board manages the Group through board meetings and a number discussed by the board with actions agreed.
of committees, each of which has terms of reference and
meets regularly. The terms of reference of the audit and risk, The Chairman’s evaluation was undertaken by James McNulty as
remuneration and nomination committees are available on the the senior independent director in consultation with other directors.
65 – 140
Group’s website, www.icap.com. The minutes of each of the The board has considered and agreed that each of Charles
committees are made available to all directors and the board Gregson, Matthew Lester and James McNulty, who are standing
receives an update from each of the committee’s chairman for re-election at the annual general meeting, continue to perform
following each committee meeting. effectively and to demonstrate commitment to their roles.
Senior independent director Audit and risk committee
James McNulty is the senior independent director and provides The following directors served on the committee during the year:
an additional contact point for shareholders if the normal contact
channels are inappropriate. John Sievwright (chairman) (appointed as chairman
on 1 December 2009)
Nicholas Cosh (retired 31 March 2010)
James McNulty
141 – 143
William Nabarro
David Puth (resigned 15 September 2009)
John Sievwright, a chartered accountant and member of the audit
and risk committee from 15 July 2009, took over the chair of the
audit and risk committee on 1 December 2009 from Nicholas
Cosh who had announced his decision to retire as a director of ICAP
plc with effect from the end of the financial year. David Puth was a
member of the committee during the year until his resignation on
15 September 2009.
continued
All the audit and risk committee members are independent –

to monitor the mechanisms of internal control of those areas
non-executive directors. The board has satisfied itself that the of risk identified throughout the Group;
chairman of the audit and risk committee, and the committee –
to review and approve the risk appetite methodology;
collectively, have recent and relevant financial experience due to
the senior positions they hold or held in other public companies, –
to review and recommend to the board approval of the Group’s
to enable the committee to function effectively and to discharge ICAAP document;
its responsibilities. –
to ensure that the global head of risk and the risk function are
Following recent developments in corporate governance and independent of the business and free to conduct their activities
regulation, the committee’s remit and structure has been changed without management constraint;
and the terms of reference have been expanded in order to ensure –
to approve the appointment, dismissal and compensation of
that the committee, now known as the audit and risk committee, the global head of risk; and
can fulfil its revised responsibilities.
–
to establish the high-level objectives of the global risk team
During the year ended 31 March 2010, the committee met six and review performance against these objectives twice a year.
times and this schedule will continue for 2010/11 and reflects the
larger remit now covered by the committee. Activities
During the year the committee considered:
In addition to the committee members, the meeting, by invitation
only, is attended by the Chairman, Group Chief Operating Officer, –
the annual and half-year financial statements with particular
Group Finance Director, the global head of risk, the group financial focus on the most appropriate treatment and disclosure of any
controller, the group general counsel, Ernst & Young as internal new or judgemental matters;
auditor and representatives from the external auditors. –
developments in accounting standards and financial reporting
The chairman of the audit and risk committee also maintains and their likely impact on the Group’s financial statements with
contact with those attendees throughout the year. At the end of particular regard to the market conditions experienced during
at least two of the committee meetings each year representatives this period;
from Ernst & Young, as internal auditor, and the external auditors –
its terms of reference particularly with reference to the Walker
are given the opportunity to raise any issues, in private, without report’s recommendations on board risk committees;
management being present.
–
audit fees and terms of engagement;
Role of the audit and risk committee
Under its terms of reference, the audit and risk committee’s main –
the policy on usage of the external auditor for non-audit
responsibilities are: engagements and agreed strategic criteria for when the use
of the external auditor was appropriate;
–
to monitor the integrity of the Group’s financial statements
and any announcements relating to the Group’s financial –
all proposed non-audit assignments undertaken by the external
performance; auditors with fees in excess of £50,000;
–
to review the Group’s internal financial controls and risk –
reports on the activities of the internal audit function, including
management systems; the results of internal audits;
–
to assess the independence, objectivity and effectiveness of –
the annual internal audit plan;
the external auditors; –
the annual external audit plan;
–
to develop and implement policies on the engagement of the –
presentations from the global head of risk;
external auditors for the supply of non-audit services; –
distributable reserve and regulatory capital planning;
–
to make recommendations for the appointment, re‑appointment –
post acquisition reviews; and
and removal of the external auditors and approve their
remuneration and terms of engagement; –
the whistleblowing arrangements.
–
to monitor and review the effectiveness of the Group’s internal
audit function;
–
to approve the appointment or dismissal of the head of
internal audit;
–
to review arrangements by which staff may, in confidence, raise
concerns about possible improprieties in matters of financial
reporting or other matters;
–
to review the quality and effectiveness of the Group’s risk
management framework, in particular to ensure that the key
risks of the Group (including emerging threats) are properly
assessed and mitigated;
Evaluation of external auditors Nomination committee

During the financial year, the committee reviewed and approved The following directors served on the committee during the year: 53
the proposed audit fee and terms of engagement for the 2009/10
audit and recommended to the board that it proposes to William Nabarro (chairman)
shareholders that PricewaterhouseCoopers LLP be re-appointed Nicholas Cosh (retired 31 March 2010)
as the Group’s external auditors for 2010/11. Charles Gregson
James McNulty
The committee also monitored the balance of audit and non-audit Michael Spencer
fees to ensure that the independence and objectivity of the external
auditors is maintained. During the year, PricewaterhouseCoopers The committee recommends to the board appointments for the
01 – 15
ICAP in ten
LLP was one of the main providers of external advice but their roles of Chairman, Group Chief Executive Officer, executive and
work was limited to specific areas and the services of other non-executive directors.
firms were used on an ongoing basis. Any proposed non-audit Much of this committee’s activities concerning the appointment
assignments, with fees in excess of £50,000, are subject to the of new non-executive directors has been undertaken by the
committee chairman’s prior approval and the subsequent approval full board.
of the committee.
During the year the committee considered the succession planning
As part of its consideration of the annual financial statements, for the board with a particular focus during the first half of the year
the committee has reviewed and is satisfied that the auditors have on the appointment of a non-executive director to chair the audit
remained independent of the Group during the financial year and and risk committee following Nicholas Cosh’s decision to retire at
continued to do so to the date of this report. The committee also the end of the financial year. As a result of an extensive search,
17 – 41
Business review
received details from PricewaterhouseCoopers LLP of its own undertaken by the global executive search firm Spencer Stuart,
independence procedures and confirmation that, in its opinion, John Sievwright was appointed as a non-executive director.
it remained independent throughout the year.
Executive committees
The assessment of the effectiveness of the external audit process In addition to the board committees, the corporate governance
for 2008/09 was undertaken following the completion of the framework includes three executive committees – the global
2008/09 audit. The results of this assessment were reviewed by executive management group, group risk and finance.
the audit and risk committee in November 2009. The assessment
of the effectiveness of the external audit process for 2009/10 will Global Executive Management Group (GEMG)
be conducted in June 2010. The GEMG consists of the four executive directors of ICAP
and six members of senior management. It is the main strategic
PricewaterhouseCoopers LLP, and its predecessor organisations, development forum for ICAP and meets six times a year to
43 – 63
Governance
has been the Company’s auditor since it was formed from the review business operations and performance. New business
merger of Garban and Intercapital in 1999. The committee initiatives are approved by the GEMG which then reviews them
considers that the relationship with the external auditors is working on a regular basis.
well and remains satisfied with their effectiveness. Accordingly,
it has not considered it necessary to require the firm to tender Group risk committee
for the audit work although this is always kept under review. The committee is an executive committee chaired by the Group
The external auditors are required to rotate the lead audit partner Chief Operating Officer and comprises non-revenue earning senior
responsible for the Group and subsidiary audits every five years. managers of the Group.
There are no contractual obligations restricting the Company’s The committee meets at least six times a year. The minutes of
choice of external auditor. the meetings are circulated together with the committee papers
Internal control to members of the board.
65 – 140
Management is responsible for maintaining an effective system The committee is responsible for ensuring that the Group’s risk
of internal control with the board being responsible for reviewing management framework, risk appetite, risk strategy and policies
its effectiveness. Details of the steps taken by the committee to are appropriate to the activities of the Group. The committee
review the effectiveness of the Group’s system of internal control, reviews the Group’s risk exposures and ensures adherence to
including its control over financial reporting, are set out in the Group risk policy (particularly in relation to credit, market and
business review on page 35. operational risk).
Remuneration committee It is the board’s responsibility to determine the Group’s risk
The remuneration report is set out on pages 55 to 62. appetite and identify, monitor and assess the significant risks
the Group may be exposed to. The committee is responsible
for developing procedures for managing risk in line with board
141 – 143
approved polices and limits.

This includes establishing and maintaining an adequate, sound and
appropriate internal control structure, evaluating its effectiveness
and promptly identifying material weaknesses and taking
corrective steps.
continued
Finance committee
The committee is an executive committee chaired by the Group
Finance Director and includes the Group Chief Operating Officer.
The terms of reference are approved by the board and the
committee meets at least six times a year. The minutes of the
meetings are circulated to all members of the board.
The committee is responsible for reviewing and making
recommendations to the board in relation to matters affecting the
structure, financing, tax and treasury aspects of the Group and to
ensure compliance with board approved financing, treasury and
tax policies.
Relations and dialogue with shareholders
The board is accountable to the Company’s shareholders for the
performance and activities of the Group and is very much aware of
the importance of maintaining good relations and communications
with all its shareholders. The annual and half-year financial
statements, together with the interim management statements
and Stock Exchange announcements, are published on the investor
relations section of the Group’s website, www.icap.com, as soon as
they are released. Major shareholder and analysts’ presentations
are also made available. The board recognises that the annual
general meeting provides shareholders with an opportunity to
receive information on the Group’s business performance and
to question senior management on any business matter. All the
directors attended the 2009 annual general meeting.
The Group has established a programme of communication
with its institutional investors and analysts. At the time of the
announcement of the full and half-year results, presentations are
made to analysts, the press and institutional investors. In addition,
there are regular meetings during the year (subject to relevant
regulatory constraints) with analysts and investors to update them
on developments in the Group’s strategy and performance.
Annual general meeting
The notice of the annual general meeting is sent to shareholders
at least 20 working days before the meeting and details of
proxy votes for and against each resolution, together with votes
withheld, are made available after the vote has been dealt with
on a show of hands.
Accountability and audit
The directors’ statement regarding their responsibility for
preparing the Annual Report is set out in the directors’ report on
page 49 and the independent auditors’ report regarding their
reporting responsibility is detailed on page 63.
By order of the board
Deborah Abrehart
Group Company Secretary
Remuneration report 55
This report sets out the Group’s remuneration policy and Activities
01 – 15
ICAP in ten
details the remuneration of each of the directors for the During the year the committee considered:
financial year ended 31 March 2010 and, as far as practicable,
for subsequent years. –
the approval of the 2009/10 performance bonus payments;
–
the executive directors‘ objectives for the year ended
The remuneration committee is responsible for making 31 March 2010;
recommendations to the board on the Company’s remuneration
policy and, within the terms of the agreed policy, determining the –
awards under the Company’s share and share option plans;
total individual remuneration packages of the executive directors. –
the acceleration of the vesting of BSMP basic awards for UK tax
Unaudited information resident participants and the consideration of the performance
Remuneration committee condition for the 2007 matching award;
The following directors served on the committee during the year: – broker compensation packages above a certain size and/or
17 – 41
Business review
James McNulty (chairman) term; and
Nicholas Cosh (retired 31 March 2010) –
the regulatory and market developments and guidelines
William Nabarro published in respect of remuneration practices.
David Puth (resigned 15 September 2009)
John Sievwright (appointed 30 September 2009) Remuneration policy
All the remuneration committee members are independent Principles
non-executive directors. The principles of the remuneration policy have been developed
over a number of years to recognise and reward the rapid and
The remuneration committee does not determine the fees payable substantial growth of the Group. The principles are designed
to the non-executive directors, which are considered and approved to ensure that the structure and level of the executive directors’
43 – 63
Governance
by the executive directors and the Chairman of the board. remuneration are:
The committee consults the Chairman of the board and the Group –
appropriate in light of remuneration arrangements among senior
Chief Executive Officer about its proposals relating to the executives and managers employed by competitors and other
remuneration of the executive directors. participants in the markets in which ICAP is active;
Details of the number of meetings and attendance at committee –
compatible with the remuneration of senior brokers and
meetings during the year are set out in the table on page 50. managers employed within the Group who are not directors
of ICAP plc;
Advice
During the year the remuneration committee received advice from –
structured directly to take account of the absence of committed
the following consultants: future revenue in the Group’s businesses, which means that the
major part of revenue has to be secured in the year in which it
65 – 140
–
Towers Watson provided advice on aspects of the calculation is earned;
of the bonus pool;
–
structured to reflect Group profit, with low fixed-base salaries
–
Ashurst LLP provided advice on share and share option schemes, and negligible pension and other benefits;
in particular on the acceleration of awards;
–
simple, with the amounts to which executive directors are
–
Deloitte LLP provided advice on the Long Term Incentive Plan, entitled capable of being calculated by reference to the
in particular on the acceleration of awards. published financial statements of the Group;
Towers Watson does not have any other connection with the Group. –
integrated, so that executive directors, other than John Nixon
Ashurst LLP provided advice on a broad range of legal issues to the for 2009/10, participate in a single comprehensive bonus and
Group and Deloitte LLP provided tax and UK regulatory advice to incentive structure rather than participating in several different
the Group during the year ended 31 March 2010. schemes;
141 – 143
–
structured rather than discretionary: remuneration is primarily
determined arithmetically by reference to the published financial
performance of the Group, with the non-arithmetic element
(which will be smaller, other than in exceptional circumstances)
determined by reference to progress towards specific
management objectives agreed at the start of the relevant
financial year;
–
structured to maximise the likelihood of retaining a proven
and stable senior management team; and
–
structured to align executive directors’ interests with those
of ICAP’s shareholders.
continued
In determining the remuneration policy and the size of the awards, the remuneration committee takes account of structures and levels
of remuneration for executive directors in other substantial companies that it regards as appropriate comparators and of such companies’
stated remuneration policies. The comparator companies, selected because their and the Group’s activities are in broadly comparable areas
of the financial services sector, include Chicago Mercantile Exchange, Collins Stewart, Tullett Prebon, Deutsche Borse, BGC Partners,
Euronext, GFI, Jardine Lloyd Thompson, London Stock Exchange and Man Group.
Components of executive remuneration
The executive directors’ remuneration comprises:
–
basic salary;
–
performance-related bonus;
–
participation in the BSMP;
–
pension contribution;
–
life assurance; and
–
medical insurance.
John Nixon’s remuneration for 2009/10 is based on his executive responsibilities as Chief Executive Officer of ICAP Electronic Broking,
for the information business, strategic development and as an executive director of ICAP plc. His performance-related bonus comprises
a bonus based on profitability of ICAP Electronic Broking and participation (on a limited basis) in the bonus arrangements of the other
executive directors. John Nixon’s participation in the BSMP is based on his bonus payment under the executive directors’ arrangements.
A significant portion of his benefits comprises the Federal Insurance Contributions Act tax, which is required to be paid by the Company
on his behalf.
Salaries and benefits
The remuneration committee used its discretion and the bonus pool was adjusted downwards to reflect the SEC fine and the losses in
the cash equities businesses. In addition, the remuneration committee considered the achievements of the executive directors against
previously agreed specified agreed priorities and objectives for the year ended 31 March 2010. While the agreed priorities and objectives
were substantially met, the FX adjusted profit fell 10% short of the 2009/10 target. The committee identified a range of possible
bonus payouts based on levels of profitability below target and used its discretion during March 2010 to arrive at a total bonus payout
(excluding John Nixon’s ICAP Electronic Broking bonus) of £7.3 million of which £6.8 million was allocated in this year and £500,000 will
be carried forward to the bonus pool for 2010/11.
Set out below are the salaries and benefits received by the executive directors in (or, in the case of bonuses, in respect of) 2009/10.
Year ended Year ended
31 March 31 March
Pension Bonus in lieu BSMP 2010 2009
Executive Salary contribution Benefits of dividend Cash bonus basic award Total Total Variable
director £ £ £ £ £ £ £ £ %
Michael Spencer 360,000 18,000 5,092 663,842 1,500,000 1,500,000 4,046,934 6,746,359 74
Matthew Lester 250,000 11,082 4,241 64,684 500,000 500,000 1,330,007 1,397,503 75
John Nixon 315,418 – 67,324 15,556 2,918,919 250,000 3,567,217 3,385,510 89
Mark Yallop 225,000 9,973 4,241 369,502 1,150,000 1,150,000 2,908,716 3,532,926 79
There have been no increases in base salaries during the year.

Bonus and other entitlements under the Company’s incentive schemes are not pensionable.
Michael Spencer, Matthew Lester and Mark Yallop will, in addition, be granted matching award options, to the value of the basic award,
under the BSMP, and John Nixon a promise to receive matching shares in respect of the bonus amount of £250,000.
Michael Spencer resigned as the non-executive Chairman of Numis Corporation plc in May 2009 and received fees of £4,795 for
this period.
Remuneration of the non-executive directors Calculation of the executive directors’ variable remuneration
The remuneration of the non-executive directors is considered The structure put in place by the remuneration committee, by 57
and approved by the executive directors. The basic remuneration which executive directors’ variable remuneration is determined,
for Nicholas Cosh, James McNulty, William Nabarro, David Puth comprises three elements. A bonus pool is created representing a
(who resigned on 15 September 2009) and John Sievwright fixed percentage of profit before tax, amortisation and impairment
(who was appointed on 15 July 2009) was £60,000 per annum of intangibles arising on consolidation and exceptional items and
(pro-rated for the appropriate period of service within the year after all remuneration costs.
ended 31 March 2010).
It has been agreed that, with effect from 1 April 2010, John Nixon’s
Nicholas Cosh as chairman of the audit and risk committee (until his remuneration will be structured so as to align with the other
01 – 15
ICAP in ten
resignation as chairman on 30 November 2009), John Sievwright executive directors as a result of changes to his responsibilities
(on his appointment as chairman of the audit and risk committee which now include all of ICAP’s activities in the Americas.
on 1 December 2009), James McNulty as chairman of the The importance of these capital markets to the Group merits
remuneration committee and William Nabarro as chairman of the an executive board member to co-ordinate our activities and
nomination committee received an additional £20,000 (pro-rated operations in this region.
for the appropriate period of service), £10,000 and £5,000 per
annum respectively for those functions. To enable John Nixon to receive his compensation in the same
manner as the other executive directors, the remuneration
The Chairman, Charles Gregson, received a fee of £200,000 per committee has discussed and agreed revisions to the fixed
annum. percentages of the bonus pool which are detailed in the bonus
arrangements for the year ending 31 March 2011 on page 58.
With effect from 1 May 2010, the following increases have been
17 – 41
Business review
The cost to the Company will be offset to a large extent by
approved: eliminating the cost of John Nixon’s bonus from the ICAP
– non-executive director from £60,000 to £80,000 per annum; Electronic Broking’s bonus accrual.
– Chairman from £200,000 to £250,000. Of the bonus pool:
There are no changes to the additional fees for the chairing of (i) half is paid in cash;
committees. (ii) the other half is used to purchase shares of the Company
Total shareholder return held by the ICAP Trust and over which the executive directors are
The graph below shows, for the five financial years to 31 March granted awards (the basic award) but which are not released to the
2010, the total shareholder return on a holding of the Company’s respective executive directors until the end of three years unless
ordinary shares compared with the FTSE 100 and the FTSE they cease employment earlier; and matching awards of shares
43 – 63
Governance
All Share indices. ICAP plc has been a constituent of the FTSE are granted to executive directors equal in total to the number
100 index since 30 June 2006. purchased as the basic award, to be secured through market
purchase or by the use of Treasury Shares. An award will usually
Performance graph – value of £100 invested be released after three years only if the executive director to
Five financial years ended 31 March 2010 whom the particular award was made is still employed and has not
disposed of his basic award and, for matching awards in respect of
250 2003/04 onwards, provided performance-related criteria are met.
The performance-related criteria for the release of the matching
awards granted under the BSMP for the year ended 31 March 2004
200 and subsequent years is that adjusted basic EPS must have grown
65 – 140
by at least 9% over RPI over the three years from the date of grant.
The structure is designed to result in two-thirds of each executive
director’s variable remuneration in respect of each year being locked
150 into the Company’s shares for the subsequent three years, its value
varying in direct relation to the price of the Company’s shares.
The matching award is then usually released after three years if
the executive director is still employed and has not disposed of
100
his basic award and if the financial performance of the Company is
such that the performance-related criteria have been met during
the subsequent three-year period.
141 – 143
March 05 March 06 March 07 March 08 March 09 March 10

Under the structure adopted by the remuneration committee,
which establishes the pool from which executive directors’ bonuses
– ICAP TSR – FTSE 100 TSR – FTSE All Share TSR will be paid, the bonus pool comprises:
(i) a fixed percentage of the Group’s profit before tax, amortisation
and impairment of intangibles arising on consolidation and exceptional
items and after all remuneration costs, subject to the achievement
of a minimum level of profit for the year set by the remuneration
committee at the beginning of the year; and
(ii) a smaller, variable percentage set by the remuneration
committee to reflect, first, the progress made towards agreed
specific priorities and objectives and, second, financial results
outperforming the minimum level in the relevant year.
continued
The remuneration committee does not consider it appropriate to –

the remuneration committee will retain the overriding discretion
put a cap on the size of the bonus pool that may be generated in to make such changes to the bonus arrangements as it believes
light of remuneration practices prevalent in the financial services the circumstances warrant. Such changes may lead to either
sector and because the major part of the bonus pool is set as a an increase or a decrease in the bonus pool; and
direct reflection of the financial performance of the Group. –
the matching award will be released only if adjusted basic EPS
Bonus arrangements for year ended 31 March 2010 has grown by at least 9% above RPI over the three financial years
The bonus arrangements in effect for the executive directors’ beginning with the financial year in which the matching award
bonuses for the year ended 31 March 2010 were set down in the is granted. If this performance-related criteria is not met at the
financial statements for the year ended 31 March 2009 and are end of the three years the matching award will lapse.
as follows:
Share schemes and long-term incentive arrangements
–
so long as profit before tax, amortisation and impairment of The Company has a number of share schemes which are described
intangibles arising on consolidation and exceptional items, is in detail in note 27 to the financial statements.
greater than £350 million at an exchange rate of $1.55 (and
provided there is a year-on-year increase in adjusted basic EPS), Following the approval of the BSMP, executive directors no longer
the executive directors’ bonus pool will be 2.87% of that profit; receive awards under any of the schemes with the exception of
–
an additional amount of up to 1.43% of that profit may be the ICAP 1998 Sharesave Scheme (SAYE). John Nixon was granted
payable as determined by the remuneration committee based 250,000 options under the UCSOP prior to his appointment as
on the actual financial performance for the year and progress an executive director of ICAP plc.
made towards specified agreed priorities and objectives for As a continuation of the policy to align the interests of senior
the executive directors; managers with those of shareholders, the ICAP plc Senior
–
if adjusted profit before tax, amortisation and impairment of Management Long Term Incentive Plan (LTIP) was introduced in
intangibles arising on consolidation and exceptional items is 2008. Executive directors are not eligible to participate in the LTIP.
below £350 million the amount of the executive directors’ The policy in respect of the share schemes and long-term incentive
bonus pool will be at the discretion of the remuneration arrangements is that they will be restricted and allocation made
committee; only to key executives, senior brokers and senior management.
–
the remuneration committee will retain the overriding discretion Awards will be of a size, up to the limits allowed by the schemes,
to make such changes to the bonus arrangements as it believes to provide a meaningful incentive and an effective retention tool
the circumstances warrant. Such changes may lead to either for these particular groups of employees. The SAYE scheme is open
an increase or a decrease in the bonus pool; and to eligible employees to encourage regular saving linked to
investment in the shares of the Company.
–
the matching award will be released only if adjusted basic EPS
has grown by at least 9% above RPI over the three financial years The Traiana, Inc 2000 Stock Plan (the Traiana Plan), adopted by the
beginning with the financial year in which the matching award board at the time of the acquisition of Traiana in December 2007,
is granted. If this performance-related criteria is not met at the had been open to eligible employees of the Traiana group of
end of the three years the matching award will lapse. companies. No new options will be granted under the Traiana Plan.
Executive share options have not been offered at a discount (save
Bonus arrangements for year ending 31 March 2011 as permitted by paragraph 9.4.4 and 9.5.4 of the Listing Rules).
The arrangements for the year ending 31 March 2011 are
as follows: Performance conditions
The table on page 62 shows the share options and interests under
–
so long as profit before tax, amortisation and impairment of long-term incentive schemes held by directors of the Company.
intangibles arising on consolidation and exceptional items, is Where a performance condition is attached to options, the
greater than £363 million at an exchange rate of $1.55 (and condition is that, at the time of vesting, unadjusted basic EPS must
provided there is a year-on-year increase in adjusted basic EPS), be in excess of growth in RPI by at least 9% over the three years
the executive directors’ bonus pool will be 3.35% of that profit; from the date of grant. This performance condition applies to all
–
an additional amount of up to 1.65% of that profit may be grants since 1 April 2004. The condition was selected to act as
payable as determined by the remuneration committee based a mechanism to safeguard the progress that has been made in
on the actual financial performance for the year and progress the performance of the Group and to underpin continuing forward
made towards specified agreed priorities and objectives for movement in the Group’s earnings. Details of the performance
the executive directors; conditions applicable to those options are described in note 27
–
if adjusted profit before tax, amortisation and impairment to the financial statements.
of intangibles arising on consolidation and exceptional items
is below £363 million the amount of the executive directors’
bonus pool will be at the discretion of the remuneration
committee;
Directors’ service contracts

The Company’s policy is for executive directors to have service contracts with notice periods of no more than one year as recommended 59
by the Combined Code and to provide a reasonable balance between the need to retain the services of key individuals and the need to
limit the liabilities of the Company in the event of the termination of a contract. The table below shows details of directors’ service
contracts.
No director received compensation for loss of office during the year.
Date Contract/letter Compensation
appointed of appointment on early
director date Term Expiry/review termination
01 – 15
ICAP in ten
Executive directors
Michael Spencer 09.09.99 30.09.98 1 year Rolling Note 1
Matthew Lester 06.09.06 24.05.06 1 year Rolling Note 2
John Nixon 15.05.08 31.12.02 1 year Rolling Note 2
Mark Yallop 13.07.05 23.05.05 1 year Rolling Note 2
Charles Gregson (Chairman) 06.08.98 14.05.10 No notice 01.11.10 Note 3
Nicholas Cosh 05.12.00 08.05.07 3 months’ notice 31.03.10
on change of control Note 4
17 – 41
Business review
James McNulty 30.03.04 14.05.10 3 months’ notice 30.09.10
William Nabarro 28.10.98 14.05.10 3 months’ notice 14.07.10
John Sievwright 15.07.09 15.06.09 3 months’ notice 15.07.11
Former director
David Puth 15.11.07 24.10.07 3 months’ notice on 15.09.09
change of control
43 – 63
Governance
Notes
1 The contract of Michael Spencer, dated 30 September 1998 as amended on 22 July 1999, may be terminated by the Company with no notice in which case the Company
is obliged to make a payment of salary and contractual benefits (excluding any bonus) for 12 months.
2 The contracts of Matthew Lester, John Nixon and Mark Yallop may be terminated by the Company with no notice in which case the Company is obliged to make a payment
of salary and contractual benefits (excluding any bonus) for 12 months.
3 The Chairman does not have a contract with the Company and no notice is required to be given by the Company on termination.
4 The non-executive directors, Nicholas Cosh, James McNulty, William Nabarro and John Sievwright, do not have contracts with the Company and no notice is required to be
given by the Company on termination except on change of control.
Group pension arrangements

In the UK, the Group operates a corporate Self Invested Pension Plan (the Plan) which is open to all employees. Contributions made to
the Plan by non-broking employees are matched by the Group, up to a limit of 5% of basic salary. In addition, the Group allows all UK
65 – 140
employees to sacrifice bonus into the Plan. The Plan is administered by Standard Life Assurance Limited.
The Group also administers a number of historical pension arrangements (including the Group Personal Pension Scheme) for existing
employees.
Various 401k plans are run in the US. These are retirement savings schemes with a choice of investment funds and US federal tax law sets
savings limits for employees.
The Group operates defined benefit pension schemes in the US, Germany and Indonesia. Further information can be found in note 30 to
141 – 143
continued
Audited information
Directors’ remuneration
The remuneration of the directors of the Company for the year ended 31 March 2010 was as follows:
Bonus in Amounts
lieu of over which Year ended Year ended
dividend on basic awards 31 March 31 March
the BSMP will be granted 2010 2009
Salaries/ Benefits awards under BSMP Total Total
Note fees £ £ Cash bonus £ £ £
Executive directors
Michael Spencer 1,2,4 360,000 5,092 663,842 1,500,000 1,500,000 4,028,934 6,728,359
Matthew Lester 1,2,4 250,000 4,241 64,684 500,000 500,000 1,318,925 1,386,421
John Nixon 1,2,3 315,418 67,324 15,556 2,918,919 250,000 3,567,217 3,382,610
Mark Yallop 1,2,4 225,000 4,241 369,502 1,150,000 1,150,000 2,898,743 3,522,953
Charles Gregson – Chairman 200,000 200,000 200,000
Nicholas Cosh 73,333 73,333 80,000
James McNulty 70,000 70,000 70,000
William Nabarro 65,000 65,000 65,000
John Sievwright 49,667 49,667 -
Former director
David Puth 27,538 27,538 60,000
Total 12,299,357 15,495,343
Notes
The remuneration shown above represents amounts payable in respect of services provided by the directors to the Company and its subsidiaries during the year in which they
held office as directors of the Company.
1 In addition to the basic award an equivalent matching award will be granted under the BSMP. Matching awards may, in normal circumstances, be exercised only if the
directors still hold office in three years’ time and retain their basic awards. Exercise of matching awards is also subject to the performance criteria attached to the award
being satisfied.
2 Benefits may include car allowance, premiums for private medical insurance, permanent health insurance, disability insurance and mobile telephone. In the case of
John Nixon, a significant portion of his benefits comprises the Federal Insurance Contributions Act tax which is required to be paid by the Company on his behalf.
3 The elements of John Nixon’s remuneration that are paid in dollars have been converted to sterling using the average exchange rate for the year of $1.5852/£
(2009 – $1.7238/£).
4 A bonus in lieu of dividend on the BSMP was received on the basic awards granted in 2006, 2007, 2008 and 2009 and on the vested matching awards granted in 2005
and 2006 which were unexercised during the year.
5 The figures stated above exclude pension contributions to defined contribution schemes which are shown under salaries and benefits for each executive director on page 56.
Bonus Share Matching Plan (BSMP)

The BSMP was approved by shareholders at the annual general meeting held in 2003. One half of each executive director’s bonus 61
has been used to purchase ordinary shares (a basic award) which are held by the ICAP Trust. Matching award options will normally be
exercisable at the end of three years as long as the basic award options are still held and the executive director remains in employment.
The performance-related criteria for the release of the matching awards granted under the BSMP for the year ended 31 March 2004
and subsequent years is that adjusted basic EPS must have grown by at least 9% over RPI over three financial years beginning with
the financial year in which the matching award is granted. This condition has been met for the awards granted in 2004, 2005, 2006
and 2007.
The table below sets out the performance year for each grant together with the market price of an ICAP share on the grant date.
01 – 15
ICAP in ten
Grant date Market price on date of grant Performance year ended
16 July 2003 248.7p
4 June 2004 283.5p 31 March 2004
10 June 2005 292.5p 31 March 2005
22 June 2006 482.8p 31 March 2006
24 May 2007 523.8p 31 March 2007
29 May 2008 610.0p 31 March 2008
28 May 2009 394.5p 31 March 2009
17 – 41
Business review
The exercise price for a basic award is £1 and the exercise price for a matching award is £1.
The table below sets out the shares awarded as part of the executive directors’ variable remuneration.
Options Total options
under the under the
BSMP held Basic Matching Value of BSMP held
at 1 April award award exercise at 31 March
Notes 2009 Grant date options options Exercised £ 2010
Michael Spencer 1 16.07.03 766,300 766,300 1,532,600 6.0m
2 04.06.04 810,153 810,153 1,620,306 6.3m
3 10.06.05 701,712 701,712 1,403,424 5.4m
43 – 63
Governance
4 22.06.06 525,959 525,959 1,051,918 4.1m
5 24.05.07 541,985 541,985 –
6 29.05.08 631,973 631,973 –
7 7,956,164 28.05.09 607,543 607,543 – 3,563,002
Matthew Lester 5,8 24.05.07 51,932 51,932 103,864 0.4m
6,8 29.05.08 98,810 98,810 98,810 0.4m
7,8 301,484 28.05.09 140,694 140,694 140,694 0.5m 239,504
Mark Yallop 4 22.06.06 177,056 177,056 354,112 1.3m
5,8 24.05.07 212,450 212,450 424,900 1.6m
65 – 140
6,8 29.05.08 288,196 288,196 288,196 1.1m
7,8 1,355,404 28.05.09 402,897 402,897 402,897 1.5m 691,093
No options lapsed during the year. All option figures shown as at 31 March 2010 remained unchanged as at 12 May 2010.
Notes
1 Exercise period 28 May 2006 – 27 May 2011.
6 Exercise period commences on the day of the announcement of the Company’s annual results for the financial year ending 31 March 2011 and will last for five years.
141 – 143
7 Exercise period commences on the day of the announcement of the Company’s annual results for the financial year ending 31 March 2012 and will last for five years.
8 The vesting of basic awards for 2007, 2008 and 2009 was accelerated for UK tax resident participants; the vesting of the 2007 matching award was accelerated when
the remuneration committee had agreed that the performance condition for the award had been met. The remaining matching awards will become exercisable in
accordance with the original terms but the participant must retain the balance of the basic award (following any sale of shares to meet income tax and national insurance
contributions) in order to exercise the equivalent matching award.
9 John Nixon was given a promise on 28 May 2009 to receive 63,951 basic award shares and 63,951 matching award shares. The market price on 28 May 2009 was
394.5p. No promises have lapsed.
continued
Company long-term incentive schemes

The interests of the directors in options over the Company’s shares resulting from the UCSOP and the SAYE scheme are shown below
at 31March 2009 and 31 March 2010.
Options held Options held
Date of at 31 March Granted Lapsed during at 31 March Exercise period Exercise period Exercise
grant 2009 during period period 2010 from to price (p)
Michael Spencer
SAYE 18.06.08 1,926 – 1,926 – 01.08.11 31.01.12 488.0
SAYE 17.06.09 – 2,832 – 2,832 01.08.12 31.01.13 323.0
Matthew Lester
SAYE 22.06.07 2,255 – – 2,255 01.08.10 31.01.11 419.0
UCSOP 07.09.06 333,000 – – 333,000 07.09.09 06.09.16 460.0
John Nixon
UCSOP 01.06.06 250,000 – – 250,000 01.06.09 30.05.16 493.0
Mark Yallop
UCSOP 01.07.05 1,000,000 – – 1,000,000 01.07.08 30.06.15 297.0
No options were exercised during the year. All option figures shown as at 31 March 2010 remained unchanged as at 12 May 2010.
At the close of business on 31 March 2010 the market price of the Company’s ordinary shares was 373.80p per share and during the
year fluctuated in the range 294.00p–467.20p per share.
By order of the board
James McNulty
Chairman of the Remuneration Committee
Independent auditors’ report 63

to the members of ICAP plc
We have audited the financial statements of ICAP plc for the year Opinion on other matters prescribed by the
01 – 15
ICAP in ten
ended 31 March 2010 which comprise the consolidated income Companies Act 2006
statement, the consolidated statement of comprehensive income, In our opinion:
the consolidated balance sheet, the consolidated statement of
changes in equity, the consolidated statement of cash flows, –
the part of the directors’ remuneration report to be audited
the Company balance sheet, the Company statement of changes has been properly prepared in accordance with the Companies
in equity, the Company statement of comprehensive income, Act 2006;
the Company statement of cash flows and the related notes. –
the information given in the directors’ report for the financial
The financial reporting framework that has been applied in their year for which the financial statements are prepared is
preparation is applicable law and International Financial Reporting consistent with the financial statements; and
Standards (IFRSs) as adopted by the EU and, as regards the parent –
the information given in the corporate governance statement
company financial statements, as applied in accordance with the with respect to internal control and risk management systems
17 – 41
Business review
provisions of the Companies Act 2006. and about share capital structures is consistent with the financial
Respective responsibilities of directors and auditors statements.
As explained more fully in the statement of directors’
responsibilities, included in the directors’ report, the directors are Matters on which we are required to report by exception
responsible for the preparation of the financial statements and for We have nothing to report in respect of the following:
being satisfied that they give a true and fair view. Our responsibility Under the Companies Act 2006 we are required to report to
is to audit the financial statements in accordance with applicable you if, in our opinion:
law and International Standards on Auditing (UK and Ireland).
Those standards require us to comply with the Auditing Practices –
adequate accounting records have not been kept by the

Board’s Ethical Standards for Auditors. Company, or returns adequate for our audit have not been
received from branches not visited by us; or
43 – 63
Governance
This report, including the opinions, has been prepared for and only
for the Company’s members as a body in accordance with Chapter –
t
he Company financial statements and the part of the
3 of Part 16 of the Companies Act 2006 and for no other purpose. directors’ remuneration report to be audited are not in
We do not, in giving these opinions, accept or assume responsibility agreement with the accounting records and returns; or
for any other purpose or to any other person to whom this report –
certain disclosures of directors’ remuneration specified by
is shown or into whose hands it may come save where expressly law are not made; or
agreed by our prior consent in writing.
–
we have not received all the information and explanations

Scope of the audit of the financial statements we require for our audit; or
An audit involves obtaining evidence about the amounts and –
a corporate governance statement has not been prepared

disclosures in the financial statements sufficient to give reasonable by the Company.
assurance that the financial statements are free from material
65 – 140
misstatement, whether caused by fraud or error. This includes an Under the Listing Rules we are required to review:
assessment of: whether the accounting policies are appropriate –
the directors’ statement, included in the directors’ report,

to the Group’s and the Company’s circumstances and have been in relation to going concern; and
consistently applied and adequately disclosed; the reasonableness
of significant accounting estimates made by the directors; and the –
the parts of the corporate governance statement relating

overall presentation of the financial statements. to the Company’s compliance with the nine provisions of
the June 2008 Combined Code specified for our review.
Opinion on financial statements
In our opinion: Christopher Jones
–
the financial statements give a true and fair view of the (Senior Statutory Auditor)
state of the Group’s and of the Company’s affairs for and on behalf of PricewaterhouseCoopers LLP
141 – 143
as at 31 March 2010 and of the Group’s profit and the Group’s Chartered Accountants and Statutory Auditors
and Company’s cash flows for the year then ended; London
–
the Group’s financial statements have been properly prepared 19 May 2010
in accordance with IFRSs as adopted by the EU;
–
the Company financial statements have been properly prepared
in accordance with IFRSs as adopted by the EU and as applied in
accordance with the provisions of the Companies Act 2006; and
–
the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006 and, as regards
the Group financial statements, Article 4 of the lAS Regulation.
64
65
01 – 15
ICAP in ten
Financial
statements
66 Consolidated income statement
17 – 41
Business review
68 Consolidated statement of comprehensive income
69 Consolidated balance sheet
70 Consolidated statement of changes in equity
71 Consolidated statement of cash flows
72 Company balance sheet
73 Company statement of changes in equity
73 Company statement of comprehensive income
43 – 63
Governance
74 Company statement of cash flows
65 – 140
141 – 143
Shareholder information
66 Consolidated income statement

Year ended 31 March 2010
Before
amortisation
and impairment
of intangibles Amortisation and
arising on impairment of
consolidation and intangibles arising Exceptional items
exceptional items on consolidation (note 6) Total
Note £m £m £m £m
Continuing operations
Revenue 3 1,605 – – 1,605
Operating expenses 9 (1,270) (61) (26) (1,357)
Other income 5 19 – – 19
Operating profit 3 354 (61) (26) 267
Finance income 7 7 – – 7
Finance costs 8 (35) – – (35)
Share of profit of associates after tax 3 7 1 – 8
Profit before tax from continuing operations 333 (60) (26) 247
Tax 11 (107) 20 4 (83)
Profit for the year from continuing operations 226 (40) (22) 164
Loss for the year from discontinued operations 4 (18) – (30) (48)
Profit for the year 208 (40) (52) 116
Attributable to:
Owners of the Company 208 (40) (52) 116
Minority interests – – – –
208 (40) (52) 116
Earnings per ordinary share from continuing
operations
− basic 13 25.5p
− diluted 13 25.1p
Earnings per ordinary share from total
operations
− basic 13 18.0p
Consolidated income statement 67

Before
amortisation
and impairment
of intangibles Amortisation and
01 – 15
ICAP in ten
arising on impairment of
consolidation and intangibles arising Exceptional items
exceptional items* on consolidation* (note 6) Total*
Note £m £m £m £m
Revenue 3 1,585 – – 1,585
Operating expenses 9 (1,243) (63) – (1,306)
Other income 5 23 – – 23
Operating profit 3 365 (63) – 302
Finance income 7 19 – – 19
Finance costs 8 (43) – – (43)
17 – 41
Business review
Share of profit of associates after tax 3 9 (2) – 7
Profit before tax from continuing operations 350 (65) – 285
Tax 11 (117) 22 – (95)
Profit for the year from continuing operations 233 (43) – 190
Loss for the year from discontinued operations 4 (4) – – (4)
Profit for the year 229 (43) – 186
Attributable to:
Owners of the Company 216 (41) – 175
Minority interests 13 (2) – 11
43 – 63
Governance
229 (43) – 186
Earnings per ordinary share from continuing
operations
− basic 13 28.2p
Earnings per ordinary share from total
operations
− basic 13 27.6p
*The comparative results have been re-presented to disclose separately the results of the discontinued operations (see note 1(a)).
65 – 140
141 – 143
68 Consolidated statement of comprehensive income

31 March 31 March
2010 2009
Note £m £m
Profit for the year 116 186
Other comprehensive income from continuing operations
Revaluation of available-for-sale investments 18 – (1)
Net movement on cash flow hedges 28(a) 44 (26)
Net exchange adjustments on investments in overseas subsidiaries (41) 221
Actuarial losses on retirement benefit obligations – (1)
Revaluation gains in the year 28(a) 45 (3)
Associate investment transferred to equity on acquisition of subsidiary 17 (10) –
Net current tax recognised in other comprehensive income 11 (5) 43
Net deferred tax recognised in other comprehensive income 11 (1) (3)
Other comprehensive income for the year from continuing operations 32 230
Total comprehensive income for the year 148 416
Total comprehensive income attributable to:
Owners of the Company 148 397
Minority interests – 19
148 416
There is no other comprehensive income from discontinued operations.

Consolidated balance sheet 69
As at As at
31 March 31 March
2010 2009
Note £m £m
01 – 15
ICAP in ten
Assets
Non-current assets
Intangible assets arising on consolidation 15(a) 1,489 1,404
Intangible assets arising from development expenditure 15(b) 72 54
Property and equipment 16 68 77
Investment in associates 17 30 38
Deferred tax assets 21 34 40
Trade and other receivables 19 35 14
Available-for-sale investments 18 27 36
1,755 1,663
17 – 41
Business review
Current assets
Trade and other receivables 19 60,101 31,739
Available-for-sale investments 18 1 5
Cash and cash equivalents 33(b) 504 433
60,606 32,177
Total assets 62,361 33,840
Liabilities
Current liabilities
Trade and other payables 20 (60,098) (31,807)
43 – 63
Governance
Short-term borrowings and overdrafts 22 (257) (289)
Tax payable (100) (85)
Short-term provisions 23 (36) (20)
(60,491) (32,201)
Non-current liabilities
Trade and other payables 20 (30) (57)
Long-term borrowings 22 (395) (270)
Deferred tax liabilities 21 (174) (164)
Retirement benefit obligations 30 (1) (2)
Tax payable – (4)
65 – 140
Long-term provisions 23 (55) (2)
(655) (499)
Total liabilities (61,146) (32,700)
Net assets 1,215 1,140
Equity
Capital and reserves
Called up share capital 26 66 65
Share premium account 425 398
Other reserves 71 (18)
141 – 143
Retained earnings 636 680

Equity attributable to owners of the Company 1,198 1,125
Minority interests 17 15
Total equity 1,215 1,140
Approved by the board on 19 May 2010 and signed on its behalf by:
Michael Spencer Matthew Lester

Group Chief Executive Officer Group Finance Director
70 Consolidated statement of changes in equity
Other Attributable to
Share Share reserves Retained owners of the Minority
capital premium (note 28(a)) earnings Company interests Total
£m £m £m £m £m £m £m
Balance at 1 April 2008 65 398 12 368 843 13 856
Comprehensive income
Profit for the year – – – 175 175 11 186
Other comprehensive income
Revaluation of available-for-sale investments – – – (1) (1) – (1)
Net movement on cash flow hedges – – (30) 4 (26) – (26)
Net exchange adjustments on investments in
overseas subsidiaries – – – 213 213 8 221
Actuarial losses on retirement benefit obligations – – – (1) (1) – (1)
Revaluation gains realised in the year – – – (3) (3) – (3)
Net current tax recognised in other
comprehensive income – – – 43 43 – 43
Net deferred tax recognised in other
comprehensive income – – – (3) (3) – (3)
Total comprehensive income for the year – – (30) 427 397 19 416
Own shares acquired for employee trusts – – – (10) (10) – (10)
Treasury shares acquired in the year – – – (9) (9) – (9)
Shares issued from Treasury in the year – – – 2 2 – 2
Share-based payments in the year – – – 8 8 – 8
Other movements in minority interests – – – – – (1) (1)
Dividends paid in the year (note 12) – – – (106) (106) (16) (122)
Balance at 31 March 2009 65 398 (18) 680 1,125 15 1,140
Profit for the year – – – 116 116 – 116
Other comprehensive income
Net movement on cash flow hedges – – 44 – 44 – 44
Net exchange adjustments on investments in
overseas subsidiaries – – – (41) (41) – (41)
Revaluation gains realised in the year – – 45 – 45 – 45
Associate investment transferred to equity on
acquisition of subsidiary – – – (10) (10) – (10)
Net current tax recognised in other
Net deferred tax recognised in other
Total comprehensive income for the year – – 89 59 148 – 148
Own shares acquired for employee trusts – – – (1) (1) – (1)
Ordinary shares issued (note 26) – 8 – – 8 – 8
Share-based payments in the year – – – 10 10 – 10
Other movements in minority interests – – – – – 2 2
Dividends paid in the year (note 12) 1 19 – (112) (92) – (92)
Balance at 31 March 2010 66 425 71 636 1,198 17 1,215
Consolidated statement of cash flows 71

31 March 31 March
2010 2009
Note £m £m
01 – 15
ICAP in ten
Cash flows from operating activities 33(a) 276 354
Cash flows from investing activities
Dividends received from associates 7 4
Other equity dividends received 2 1
Payments to acquire property and equipment (17) (36)
Intangible development expenditure (49) (28)
Receipts from sale of property and equipment – 1
Net receipts on disposal of available-for-sale investments 14 4
Acquisition of interests in businesses net of cash acquired (147) (197)
Acquisition of associates and joint ventures (2) (3)
17 – 41
Business review
Net cash flows from investing activities (192) (254)
Cash flows from financing activities
Dividends paid to minority interests – (16)
Dividends paid to owners of the Company (92) (106)
Payments to acquire Treasury Shares – (9)
Payments to acquire own shares for employee share trusts* (2) (10)
Proceeds from issue of ordinary shares – 1
Payments in relation to net investment hedges 24(d) – (32)
Repayment of borrowings (488) (144)
Funds received from borrowing, net of fees 591 264
43 – 63
Governance
Net cash flows from financing activities 9 (52)
Exchange adjustments (8) 6
Net increase in cash and cash equivalents 85 54
Net cash and cash equivalents at beginning of the year 419 365
Net cash and cash equivalents at end of the year 33(b) 504 419
Net cash and cash equivalents consists of:
Cash and cash equivalents 504 433
Bank overdrafts 22 – (14)
Net cash and cash equivalents at end of the year 33(b) 504 419
65 – 140
*Payments to acquire own shares for employee share trusts is shown net of £5m (2009 – £12m) of contributions received from participants in the trusts.
141 – 143
72 Company balance sheet
As at As at
31 March 31 March
2010 2009
Note £m £m
Assets
Non-current assets
Investment in subsidiaries 36(a) 1,989 1,955
Investment in joint ventures 36(c) 1 1
1,990 1,956
Current assets
Other receivables 19 36 37
Tax receivable – 32
36 69
Total assets 2,026 2,025
Liabilities
Current liabilities
Other payables 20 (660) (614)
Short-term borrowings 22 (40) –
(700) (614)
Non-current liabilities
Other payables 20 (140) (140)
(140) (140)
Total liabilities (840) (754)
Net assets 1,186 1,271
Equity
Capital and reserves
Called up share capital 26 66 65
Share premium account 425 398
Capital redemption reserve 1 1
Retained earnings 694 807
Total equity 1,186 1,271
Company statement of changes in equity 73
Share Share Capital

capital premium redemption Retained
(note 26) account reserve earnings Total
£m £m £m £m £m
01 – 15
ICAP in ten
As at 1 April 2008 65 398 1 388 852
Profit for the year – – – 532 532
Dividends paid in the year (note 12) – – – (106) (106)
Net Treasury Shares acquired in year – – – (7) (7)
Balance as at 31 March 2009 65 398 1 807 1,271
Profit for the year – – – (1) (1)
Total comprehensive income – – – (1) (1)
Ordinary shares issued – 8 – – 8
17 – 41
Business review
Dividends paid in the year (note 12) 1 19 – (112) (92)
Balance as at 31 March 2010 66 425 1 694 1,186
Company statement of comprehensive income
43 – 63
Governance
31 March 31 March
2010 2009
£m £m
Profit for the year (1) 532
Total comprehensive income (1) 532
65 – 140
141 – 143
74 Company statement of cash flows

31 March 31 March
2010 2009
£m £m
Cash flows from investing activities
Dividends received from subsidiaries – 76
Investments in subsidiaries (34) −
Net cash flows from investing activities (34) 76
Cash flows from financing activities
Proceeds from issue of ordinary shares 3 −
Proceeds from exercise of share options 5 1
Equity dividend paid (92) (106)
Net payments to acquire Treasury Shares – (7)
Loans to employee benefit trusts to acquire own shares (7) (22)
Net receipts/(payments) from/(to) subsidiaries 85 (32)
Interest paid – (20)
Net funds from borrowing, net of fees 40 110
Net cash flows from financing activities 34 (76)
Net movement in cash and cash equivalents – −
Net cash and cash equivalents at beginning of year – −
Net cash and cash equivalents at end of year – −
Notes to the financial statements 75
1 Basis of preparation
(a) Basis of preparation – Group and Company
The financial statements have been prepared in accordance with IFRS adopted by the EU, IFRIC interpretations and with those
01 – 15
ICAP in ten
parts of the Companies Act 2006 applicable to companies reporting under IFRS and therefore comply with Article 4 of the EU
IAS Regulation. The financial statements have also been prepared under the historical cost convention, as modified to include
the fair value of certain financial instruments in accordance with IFRS. The financial statements are prepared in pound sterling,
which is the functional currency of the Company and presented in millions.
The Group maintains a columnar format for the presentation of its consolidated income statement. This enables the Group to
continue its practice of improving the understanding of its results by presenting profit for the year before amortisation and
impairment of intangibles arising on consolidation and exceptional items. This is the profit measure used to calculate adjusted
EPS and is considered to be the most appropriate as it better reflects the Group’s underlying cash earnings. Profit before
amortisation and impairment of intangibles arising on consolidation and exceptional items is reconciled to profit before tax on
the face of the consolidated income statement.
17 – 41
Business review
Intangible assets arising on consolidation represent goodwill and other separately identifiable intangible assets on business
combinations since 1 April 2004. The amortisation of separately identifiable intangible assets and any impairment of goodwill
together with the unwind of related deferred tax liabilities are included in the consolidated income statement within the
column “amortisation and impairment of intangibles arising on consolidation”.
Items which are of a non-recurring nature and material, when considering both size and nature, are disclosed separately to
give a clearer presentation of the Group’s results. These are shown as “exceptional items” on the face of the consolidated
income statement.
The Group has presented its results from the discontinued operations post-tax (note 4) below profit for the year from
continuing operations. The prior year results have been re-presented to disclose separately the results of the discontinued
operations. This has had no impact on the results of the Group.
43 – 63
Governance
On the face of the consolidated income statement, basic and diluted EPS from continuing operations have also been disclosed.
This enables the Group to provide clarity of the EPS of the continuing core businesses. The prior year basic and adjusted EPS
has been re-presented to reflect the EPS of the continuing operations of the Group and to provide comparative information.
The Company has taken advantage of section 408 of the Companies Act 2006 not to present its own income statement.
(b) Basis of consolidation – Group
The Group’s consolidated financial statements include the results and net assets of the Company, its subsidiaries and the
Group’s share of joint ventures and associates.
An entity is regarded as a subsidiary if the Group has control over its strategic, operating and financial policies and intends to
hold the investment on a long-term basis for the purpose of securing a contribution to the Group’s activities.
65 – 140
The results of companies acquired during the year are included in the Group’s results from the effective date of acquisition.
The results of companies disposed of during the year are included up to the effective date of disposal.
The Group adopts the parent model of accounting for minority interests. Purchases from minority interests result in goodwill
being recognised, represented by the difference between any consideration paid and the relevant share of the carrying value of
net assets acquired.
Where the Group has a put option over shares held by a minority, the Group derecognises the minority interest and instead
recognises a contingent deferred consideration liability for the estimated amount likely to be paid to the minority on exercise
of those options. The residual amount, representing the difference between any consideration paid/payable and the minority’s
share of net assets, is recognised as goodwill. Movements in the estimated liability after initial recognition are recognised as
either goodwill or within the consolidated income statement, depending on whether the contract was written as part of a
141 – 143
business combination. Where the Group has a call option over shares held by a minority, the Group continues to recognise the
minority until it is certain that the option will be called. At that point the accounting treatment is the same as for a put option.

continued
1 Basis of preparation continued

(b) Basis of consolidation – Group continued
Intercompany transactions, balances and unrealised gains on transactions between Group companies (the Company and its
subsidiaries) are eliminated as part of the consolidation process. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred.
A joint venture is an entity in which the Group has an interest and, in the opinion of the directors, exercises joint control over its
operating and financial policies. An interest exists where an investment is held on a long-term basis for the purpose of securing
a contribution to the Group’s activities. Joint ventures are proportionately consolidated, whereby the Group’s consolidated
income statement and balance sheet include the Group’s share of the income and assets on a line-by-line basis.
An associate is an entity in which the Group has an interest and, in the opinion of the directors, can exercise significant
influence, but not control, over its operating and financial policies. An interest exists where an investment is held on a long-term
basis for the purpose of securing a contribution to the Group’s activities. Significant influence generally exists where the Group
holds more than 20% and less than 50% of the shareholders’ voting rights.
Associates are accounted for under the equity method whereby the Group’s consolidated income statement includes its share
of their profits and losses and the Group’s balance sheet includes its share of their net assets.
(c) Business combinations
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of acquisition
is measured at fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of
exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities
assumed in the business combination are measured initially at their fair values at the acquisition date, irrespective of the extent
of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net
assets acquired is recorded as goodwill. If the costs of the acquisition are less than the fair value of the net assets acquired, the
difference is recognised directly in the consolidated income statement (note 2(d)). When the Group increases its investment
in an entity resulting in an associate becoming a subsidiary, the intangibles related to the acquisition have been valued and the
element of those not previously recognised as a share of net assets have been recorded as revaluation gains realised in the year
in other comprehensive income.
2 Principal accounting policies
Recent accounting developments
The following new standards and amendments to standards are mandatory for the first time for the financial year beginning
1 April 2009 and are considered relevant to the Group:
• IAS1 (revised), “Presentation of financial statements”, prohibits the presentation of items of income and expense (that is
“non-owner changes in equity”) in the statement of changes in equity, requiring “non-owner changes in equity” to be
presented separately from owner changes in equity. All “non-owner changes in equity” are required to be shown in a
performance statement.
Entities can choose whether to present one performance statement (the statement of comprehensive income) or two
statements: an income statement and a statement of comprehensive income. The Group has elected to present the latter.
Comparative information has been re-presented so that it also conforms with the revised standard. As the change in
accounting policy impacts only presentation aspects, there is no impact on EPS.
• IFRS8 “Operating Segments” replaces IAS14, “Segment reporting”. It requires a “management approach” under which
segment information is presented on the same basis as that used for internal reporting purposes. Management now
considers the reportable segments to consist of core voice EMEA, core voice Americas, core voice Asia Pacific, electronic
broking, post trade risk and information, and new businesses.
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker (CODM). The CODM has been identified as the executive directors of the board of the Company.
The CODM assesses the performance of the operating segments based on revenue and operating profit. This basis
excludes the effect of amortisation and impairment of intangibles and exceptional items. The CODM also reviews regularly
the Group’s total cash and total debt. The comparatives for 2009 have been re-presented to conform to the manner
consistent with internal reporting.
The Group has adopted both IFRS8 and early adopted the improvements to IFRS in respect of IFRS8 from the Improvements
to IFRS (issued in April 2009).
77
2 Principal accounting policies continued

Recent accounting developments continued
• Amendments to IFRS2, “Share-based payment” clarifies the vesting and service conditions of certain employee share option
01 – 15
ICAP in ten
schemes, whereby the cancellations of share options by employees are treated in the same way as a cancellation by the
Group. This amendment has not had a material effect on the results and net assets of the Group.
• Amendments to IFRS7, “Financial instruments: Disclosures”, which requires enhanced disclosure about fair value measurement
and liquidity risk. In particular, the amendment requires disclosure of fair value measurements by a level of a fair value
hierarchy. The amendment has had no impact on the results of the Group. The Group has chosen to take the exemption not
to present the comparative assets and liabilities held at fair value by level of a fair value hierarchy.
• IFRIC16, “Hedges of a net investment in a foreign operation”, applies to accounting periods beginning after 1 October 2008
and the Group has adopted these changes from 1 April 2009. This interpretation provides detailed guidance on the
accounting for a hedge of a net investment in a foreign operation in an entities consolidated financial statements.
17 – 41
Business review
There has been no impact on the results or net assets of the Group as a result of this adoption.
A number of other interpretations and amendments to existing standards have been made by the IASB and IFRIC but are not
considered relevant to the Group’s operations.
The following new standards and amendments to standards and interpretations have been issued, but are not effective for the
financial year beginning 1 April 2009 and have not been early adopted, but are considered relevant to the Group:
• IFRS3 (revised), “Business combinations” and consequential amendments to IAS27, “Consolidated and separate financial
statements”, IAS28, “Investments in associates”, and IAS31, “Interests in joint ventures”, apply prospectively to business
combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or
after 1 July 2009. The revised standard continues to apply the acquisition method to business combinations, with some
significant changes. For example, all payments to purchase a business are recorded at fair value at the acquisition date, with
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Governance
contingent payments classed as debt subsequently re-measured through the consolidated income statement. There is a
choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value
or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition related costs should be
expensed. The Group will apply IFRS3 (revised) to all business combinations completed after 1 April 2010. The Group expects
that this will have no effect on the current results and net assets of the Group, but that prospectively it will depend on the
nature of transactions undertaken by the Group.
For the financial year commencing 1 April 2010 it is the intention of the Group to expand the items under “amortisation and
impairment of intangibles arising on consolidation” to include the impact to the consolidated income statement resulting from
the adoption of IFRS3 (revised) “Business Combinations” effective 1 April 2010. The Group also intends to move the impact
of the unwind of deferred consideration and any gains or losses on disposal to the column “amortisation and impairment of
intangibles arising on consolidation” which will be redefined as “acquisition and disposal costs”. These items will also be
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excluded from the calculation of adjusted EPS. The Group believes this change will help to improve users of the financial
statements understanding of the underlying results. Upon adoption, the Group plans to restate the prior year comparatives
for the impact of the change in presentation. Had the Group adopted the change in the current year, the amount recognised
would have increased from £40m to £42m in the consolidated income statement.
The Group has significant influence over a number of investments and the ability to move to a position of control through the
exercise of call options. The gains and losses for such options over the exercise price are included within the column
“amortisation and impairment of intangible arising on consolidation”.
• IFRIC17, “Distributions of non-cash assets to owners”, effective for annual periods beginning on or after 1 July 2009.
This interpretation provides guidance on the appropriate accounting treatment when an entity distributes assets other than
cash as dividends to its shareholders. This is not currently applicable to the Group and is not expected to have a material
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effect on the results and net assets of the Group.

• IFRS9, “Financial Instruments” addresses clarification and measurement of financial assets, as the first phase of the
replacement of IAS39 “Financial Instruments: Recognition and Measurement” and is effective for annual periods beginning
after 1 January 2013, subject to EU endorsement. The impact on the Group’s financial statements of the future adoption
of this standard is still under review.

continued

Group
(a) Revenue
Revenue comprises commission from the Group’s agency businesses, brokerage from matched principal transaction agency
business, execution on exchange transactions, and fees received from the provision of post trade risk and information services
and the sale of financial information to third parties.
Matched principal and stock lending business
Certain Group companies are involved in a non-advisory capacity as principals in the purchase and sale of securities and
other financial instruments between our customers. Revenue is generated from the difference between the purchase and sale
proceeds and is recognised in full at the time of the commitment by our customers to sell and purchase the security or financial
instrument. The revenue generated by the stock lending business is not material to the Group.
Agency business (name give-up transactions)
The Group acts in a non-advisory capacity to match buyers and sellers of financial instruments and raises invoices for the
service provided. The Group does not act as principal and only receives and transmits orders between counterparties. Revenue
is stated net of rebates and discounts, value added tax and other sales taxes and is recognised in full on the date of the trade.
Amounts receivable at the year end are reported as other trade receivables within trade and other receivables (note 19).
For the shipbroking business, the Group acts in a non-advisory capacity to match buyers and sellers of services and recognises
revenue, net of rebates and discounts, value added tax and other sales taxes when the Group has a contractual entitlement to
commission, normally the point at which there is a completion of contractual terms between the principals of a transaction.
Amounts receivable at the year end are reported as other trade receivables within trade and other receivables (note 19).
Execution on exchange business
The Group also acts as a broker of exchange listed products, where the Group executes client orders as principal and then
novates the trade to the underlying clients’ respective clearing broker for settlement. Revenue is generated from either the
difference between the purchase and sale proceeds or by invoice, depending on the product, market and agreements in place
with the customer and is recognised on trade date.
Post trade risk and information
The Group receives fees from the sale of financial information and provision of post trade risk and information services to third
parties. These are stated net of value added tax and other sales taxes and recognised in revenue on an accruals basis to match
the provision of the service. Amounts receivable at the year end are reported as other trade receivables within trade and other
receivables (note 19).
(b) Government grants
Revenue grants received are credited to the consolidated income statement on an accruals basis over the period the related
expenditure is charged and are shown separately within other income.
(c) Exceptional items
Exceptional items are those significant items of a non-recurring nature and material, when considering both size and nature.
These are disclosed separately to enable a full understanding of the Group’s financial performance. Transactions which may give
rise to exceptional items are principally gains and losses on disposal of investments, subsidiaries and other large gains and losses
not attributable to the normal course of the Group’s activities. These are shown as “exceptional items” on the face of the
consolidated income statement.
(d) Intangible assets arising on consolidation
Intangible assets arising on consolidation include all goodwill and other separately identifiable intangible assets identified at
the time of acquisition of an entity. Amortisation or impairment of these assets is disclosed on the face of the consolidated
income statement.
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(d) Intangible assets arising on consolidation continued
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ICAP in ten
(i) Goodwill
Goodwill arises on the acquisition of subsidiaries, joint ventures and associates and represents the cost of the acquisition in
excess of the fair value of the Group’s share of the net assets acquired. Fair values are determined based on an assessment of
the value of the individual assets and liabilities acquired, including reference to market prices, discounting expected future cash
flows to present value or using replacement cost as appropriate.
Goodwill is initially recognised at cost and is subsequently held at cost less any provision for impairment. Goodwill is not subject
to amortisation but is tested annually for impairment.
Goodwill acquired since 2004 is held in the currency of the underlying assets of the business and is revalued at the closing rate
at each end of the reporting period. Goodwill acquired before 2004 is held in pound sterling and is not revalued.
Goodwill acquired prior to 1998 was immediately eliminated against reserves and was not reinstated on transition to IFRS.
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Business review
Goodwill held on the statement of financial position on transition to IFRS in 2004 has been recognised at its book value at the
date of transition and is no longer amortised but is tested annually for impairment.
Goodwill arising on the acquisition of subsidiaries and joint ventures is shown within non-current assets. Goodwill arising on the
acquisition of associates is included within their carrying value.
On disposal of a subsidiary, joint venture or associate, the attributable goodwill is included in the calculation of the profit or loss
on disposal, except for goodwill written off to reserves prior to 1998, which remains eliminated.
(ii) Separately identifiable intangible assets
The Group has recognised separately identified intangible assets on acquisitions where appropriate. These generally include
customer contracts and customer relationships. Intangible assets acquired by the Group are stated initially at fair value and
adjusted subsequently for amortisation and any impairment. Amortisation and impairment of intangibles arising on consolidation
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Governance
are recognised in the second column of the consolidated income statement. Where an impairment has taken place, the asset is
reviewed annually for any reversal of the impairment. Any reversals of impairments are credited to the consolidated income
statement. All intangible assets have a finite life.
Amortisation of separately identifiable intangible assets is charged to the consolidated income statement on a straight-line basis
over their estimated useful lives as follows:
Customer relationships 2–10 years
Customer contracts Period of contract
Other intangible assets Period of contract
A deferred tax liability is recognised against the asset where the amortisation is non-tax deductible. The liability unwinds over
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the same period as the asset is amortised.
(iii) Impairment
Goodwill is not amortised but is tested for impairment at least annually. The recoverable amount of a Cash Generating Unit
(CGU) is determined based on value-in-use calculations. These calculations use cash flow projections which extend forward to
perpetuity using a terminal value calculation and which take account of the approved budget for the coming year. The Group
applies a suitable discount factor to the future cash flows based on its pre-tax weighted average cost of capital. Growth rates
are applied conservatively and do not exceed the expected growth in the local economy after the fifth year. Where the carrying
value of the asset exceeds its value-in-use, an impairment charge is recognised immediately in the consolidated income
statement, and the asset is impaired to its value-in-use. For goodwill, impairment charges previously recognised are not
reversed and impaired intangible assets are reviewed annually for reversal of previously recognised impairment.
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(e) Intangible assets arising from development expenditure

Development expenditure on software for electronic trading platforms is recognised as an intangible asset in accordance with
the provisions of IAS38 “Intangible Assets”. Amortisation of these assets is charged to the consolidated income statement on a
straight-line basis over the expected useful economic life of the asset of three to five years.
Amortisation and impairment of intangible assets arising from development expenditure is charged within operating expenses in
profit before amortisation and impairment of intangibles arising on consolidation and exceptional items. Amortisation is charged
against assets from the date at which the asset becomes available for use.
(f) Discontinued operations
When the Group has disposed of or intends to dispose of a business component that represents a major line of business or
geographic area of operations it classifies such operations as discontinued. The post-tax profit or loss of the discontinued
operations is shown as a single line on the face of the consolidated income statement, separate from the other results of the
Group. The consolidated income statement for the comparative periods is restated to show the discontinued operations
separate from those generated by the continuing operations.

continued

(g) Property and equipment
Property and equipment is recognised initially at fair value and is presented subsequently at fair value less accumulated
depreciation and any provisions for impairment in its value. It is depreciated on a straight-line basis over its expected useful
economic life as follows:
Short leasehold property improvements Period of lease
Furniture, fixtures and equipment 3-5 years
Motor vehicles 3–4 years
The Group reviews its depreciation rates regularly to take account of any changes in circumstances. These rates are determined
on consideration of factors such as the expected rate of technological development and anticipated usage levels.
When a leasehold property becomes surplus to the Group’s foreseeable business requirements, provision is made on a
discounted basis for the expected future net cost of the property.
Gains and losses on disposals are determined by comparing proceeds with the asset carrying amount and are included in the
consolidated statement of income.
(h) Leased assets
Operating lease rentals are charged to the consolidated income statement on a straight-line basis over the lease term.
(i) Financial instruments
Financial assets are classified as “available-for-sale”, “loans and receivables” or “financial assets at fair value through profit or
loss” on initial recognition.
Trade receivables: trade receivables are recognised initially at fair value less any provision for recoverability. A provision for
impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all
amounts due according to the original terms of receivables. Significant financial difficulties of the debtor, probability that the
debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments, are considered indicators that
the trade receivable is impaired. The amount of the provision is the difference between the assets carrying amount and the
present value of the future cash flows. The carrying amount of the asset is reduced through the use of an allowance account,
and the amount of the loss is recognised in the consolidated income statement within “operating expenses”. When a trade
receivable is determined to be uncollectable, it is written off against the allowance account for trade receivables. Subsequent
recoveries of amounts previously written off are credited against “operating expenses” in the consolidated statement of
income.
Available-for-sale: available-for-sale financial assets are debt and equity non-derivative financial assets and are initially
recognised at fair value. Any subsequent changes in fair value are recognised directly in other comprehensive income.
When an investment is disposed of or is determined to be impaired, any cumulative gain or loss recognised previously in
other comprehensive income is transferred to the consolidated income statement. For equity financial assets, where the
fair value cannot be measured reliably, the assets are held at cost less any provision for impairment. These assets are generally
expected to be held for the long term and are included in non-current assets. Assets such as shares or seats in exchanges,
cash-related instruments, and long-term equity investments that do not qualify as associates or joint ventures are classified
as available-for-sale.
Loans and receivables: loans and receivable are non-derivative financial instruments which have a fixed or easily determinable
value. They are recognised at cost, less any provisions for impairment in their value. These assets are included within other
receivables in trade and other receivables (note 19).
Financial assets at fair value through profit or loss: fair value through profit or loss assets are designated as such where they
meet the conditions of IAS39 “Financial Instruments: Recognition and Measurement”. They are recognised initially at fair value
and any subsequent changes in fair value are recognised directly in the consolidated income statement. These assets are usually
held for short-term gain, or are financial instruments not designated as hedges. The accounting policy for fair value hedges is
included in note 2(l). These assets are included in trade and other receivables (note 19).
Cash and cash equivalents: cash and cash equivalents comprise cash on hand, overdrafts and demand deposits and other
short-term highly liquid investments which are subject to insignificant risk of change in fair value and are readily convertible
into a known amount of cash with less than three months maturity.
Trade payables: accounts payable are recognised initially at fair value based on the amounts exchanged.
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(i) Financial instruments continued
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ICAP in ten
Impairment of financial assets: financial instruments not held at fair value are impaired where there is objective evidence that
the value may be impaired. The consolidated amount of the impairment is calculated as the difference between the carrying
value and the present value of any expected future cash flows, with any impairment being recognised in the consolidated
income statement. Subsequent recovery of amounts previously impaired are credited to the consolidated income statement.
Long-term borrowings: long-term borrowings are recognised initially at fair value, being their issue proceeds net of transaction
costs incurred. At subsequent reporting dates long-term borrowings are held at amortised cost using the effective interest rate
method, with changes in value recognised through profit or loss. Transaction costs are recognised in the consolidated income
statement over the period of the borrowings using the effective interest rate method.
(j) Matched principal business
Certain Group companies are involved as principal in the purchase and sale of securities and other financial instruments between
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Business review
our customers. Such trades are complete when all transactions are settled. All amounts due to and payable by counterparties in
respect of matched principal business are shown gross as matched principal trade receivables and matched principal trade
payables (notes 19 and 20), except where a netting agreement, which is legally enforceable at all times, exists and the asset
and liability are either settled net or simultaneously.
If, during the course of trading (e.g. as a result of an error), any unmatched trades remain outstanding, the asset or liability is
held within matched principal trade receivables or payables as appropriate and fair valued through the consolidated income
statement until the trade is completed.
(k) Matched stock lending business
Certain Group companies are involved in collateralised stock lending transactions as an intermediary between counterparties.
Such trades are complete only when both the collateral and stock for each side of the transaction is returned. The gross
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Governance
amounts of collateral due and receivable are disclosed in the balance sheet as deposits paid for securities borrowed and deposits
received for securities loaned (notes 19 and 20).
(l) Derivative financial instruments and hedge accounting
The Group uses various financial instruments as hedges to reduce exposure to FX and interest rate movements. These can
include forward FX contracts, currency options and cross currency swaps. All derivative financial instruments are initially
recognised on the balance sheet at their fair value, adjusted for transaction costs. Where derivative financial instruments do not
qualify for hedge accounting, changes in the fair value are recognised immediately in the consolidated income statement, along
with transaction costs. Where they do qualify, gains and losses are recognised according to the nature of the hedge relationship
and the item being hedged. Hedges are either classified as fair value hedges, cash flow hedges or net investment hedges.
The fair values of derivative financial instruments are determined by reference to quoted prices in an active market. Where no
such active market exists, the fair value is determined using appropriate valuation techniques from observable data, including
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discounted cash flow analysis and the Black-Scholes option pricing model.
The method of recognising the movements in the fair value of a derivative depends on whether an instrument has been
designated as a hedging instrument and, if so, the nature of the exposure being hedged. To qualify for hedge accounting, the
terms of the hedge must be documented clearly at inception and there must be an expectation that the derivative will be highly
effective in offsetting changes in the fair value or cash flows attributable to the hedged risk. Hedge effectiveness is tested
throughout the life of the hedge and, if at any point it is concluded that the relationship can no longer be expected to remain
highly effective in achieving its objective, the hedge relationship is terminated.
Fair value hedges: derivative financial instruments are classified as fair value hedges when they hedge an exposure to changes in
fair value of a recognised asset or liability that is attributable to a particular risk that could affect the consolidated income
statement. The hedging instrument is recorded at fair value on the balance sheet, with changes in fair value being taken through
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the consolidated income statement. Where the hedged item is measured at cost, and for periods in which the hedge is shown to
be effective, the gain or loss on the hedged item attributable to the hedged risk adjusts the carrying amount of the hedged item
and is recognised in the consolidated income statement.
Cash flow hedges: derivative financial instruments are classified as cash flow hedges when they hedge the Group’s exposure to
changes in cash flows attributable to a particular asset or liability or a highly probable forecast transaction. Gains or losses on
designated cash flow hedges are recognised directly in other comprehensive income, to the extent that they are determined to
be effective. Any remaining ineffective portion of the gain or loss is recognised immediately in the consolidated income
statement. On recognition of the hedged asset or liability, any gains or losses relating to the hedging instrument that had
previously been recognised directly in other comprehensive income are included in the initial measurement of the fair value of
the asset or liability. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative gain or loss in equity remains there and is recognised in the consolidated income statement when
the forecast transaction is ultimately recognised. When a forecast transaction is no longer expected to occur, the cumulative
gain or loss that was reported in other comprehensive income is transferred immediately to the consolidated income statement.

continued

(l) Derivative financial instruments and hedge accounting continued
Net investment hedges: changes in the value of foreign denominated investments due to currency movements are recognised
directly in other comprehensive income. The accounting treatment for a net investment hedging instrument, whether it is a
derivative financial instrument or a recognised asset or liability on the balance sheet, is consistent with the aforementioned
treatment for a cash flow hedge. Gains and losses accumulated in other comprehensive income are included in the consolidated
income statement on the ultimate disposal of the foreign denominated investment.
(m) Client money
The Group holds money on behalf of clients in accordance with the client money rules of the FSA, where applicable. Since the
Group is not beneficially entitled to these amounts, they are excluded from the balance sheet along with the corresponding
liabilities to clients. The amounts held on behalf of clients at the end of the reporting period are disclosed in note 34.
(n) Pension costs
The Group operates defined contribution schemes. Payments to defined contribution schemes are recognised as an expense in
the consolidated income statement as they fall due. Any difference between the payments and the charge is recognised as a
short-term asset or liability.
The Group also operates defined benefit pension schemes in the US, Germany and Indonesia that are closed to new entrants.
The cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out
at each end of the reporting period. The expected return on the scheme’s assets and the interest arising on the pension
scheme’s liabilities is recognised in the consolidated income statement within finance income and finance costs. The pension
scheme deficit recognised in the balance sheet represents the difference between the fair value of the assets of the plan and
the present value of the defined benefit obligation at the end of the reporting period.
Actuarial gains and losses are recognised in full in the period in which they occur in other comprehensive income, net of the
deferred tax impact. The expected return on the scheme’s assets reflects the estimate made by management of the long-term
yields that will arise from the specific assets held within the pension scheme.
(o) Share-based payments
The Group awards share options and other share-based payments as part of employee incentive schemes. The Group has
applied IFRS2 “Share-based payment” for all such awards granted since 7 November 2002. The fair value of services acquired
is measured by the fair value of the shares or share options awarded at the time of granting and are charged to staff costs over
the period the service is received on a straight-line basis. A corresponding amount has been recognised in equity.
The fair value of share options awarded is calculated using the Black-Scholes option pricing model and takes into account
various parameters, including the exercise price, current share price, risk free rate of return and the volatility of ICAP’s share
price. The expected lives used in the fair value calculations are adjusted for the estimated effect of non-transferability and
exercise restrictions.
A cancellation of a share award by the Group or an employee is treated consistently, resulting in an acceleration of the
remaining charge within the consolidated income statement in the year of cancellation.
(p) Tax
Tax on the profit for the year comprises both current and deferred tax as well as adjustments in respect of prior years. Tax is
charged or credited to the consolidated income statement, except when it relates to items charged or credited to other
comprehensive income or directly to equity, in which case the tax is also included in other comprehensive income or directly
within equity, respectively.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted, or substantially enacted
by the end of the reporting period.
Deferred tax is recognised using the liability method, in respect of temporary differences between the carrying value of assets
and liabilities for reporting purposes and the amounts charged or credited for tax purposes. Deferred tax is calculated at the
rate of tax expected to apply when the liability is settled or the asset is realised. A deferred tax asset is recognised only to the
extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Deferred tax is provided on temporary differences arising on investments in subsidiaries, joint ventures and associates, except
where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary
difference will not reverse in the foreseeable future. No provision is made in respect of any further tax liability that would arise
on the distribution of retained earnings of overseas joint ventures and associates.
Deferred tax liabilities are offset against deferred tax assets within the same taxable entity or qualifying local tax group where
there is both the legal right and the intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
83

(q) Foreign currencies
In individual entities, transactions denominated in foreign currencies are translated into the functional currency of that entity at
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ICAP in ten
the rates of exchange prevailing on the dates of the transactions. At each end of the reporting period, monetary assets and
liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at the end of the reporting period.
Exchange differences are recognised in the consolidated income statement, except for exchange differences arising on non-
monetary assets and liabilities where these form part of the net investment of an overseas business or are designated as hedges
of a net investment or cash flow and, therefore, the changes in value are recognised directly in other comprehensive income.
Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates
prevailing at the date when the fair value was determined.
On consolidation, the results of businesses with non-pound sterling functional currencies are translated into the presentational
currency of the Group at the average exchange rates for the period where these approximate to the rate at the date of the
transactions. Assets and liabilities of overseas businesses are translated into the presentational currency of the Group at the
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Business review
exchange rate prevailing at the end of the reporting period. Exchange differences arising are recognised within other
comprehensive income. Cumulative translation differences arising after the transition to IFRS are taken to the consolidated
income statement on disposal of the net investment.
Goodwill and fair value adjustments arising on the acquisition of a non-sterling entity are treated as assets and liabilities of that
entity and translated into the presentational currency of the Group at the closing rate. Where applicable, the Group has elected
to treat goodwill and fair value adjustments arising before the date of transition to IFRS as denominated in the presentational
currency of the Group.
In the statement of cash flows, cash flows denominated in foreign currencies are translated into the presentational currency of
the Group at the average exchange rate for the year or at the rate prevailing at the time of the transaction where more
appropriate.
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Governance
(r) Treasury Shares and share ownership trusts
Treasury Shares are recognised in equity and are measured at cost. Consideration received for the sale of such shares is also
recognised in equity, with any difference between the proceeds from the sale and original cost being taken to retained earnings.
Company shares held in connection with the Group’s employee share schemes are held in trust and are deducted from
consolidated shareholders’ equity. Purchases, sales and transfers of the Company’s shares are disclosed as changes in
consolidated shareholders’ equity. The assets and liabilities of the trusts are consolidated in full into the Group’s consolidated
(s) Provisions
A provision is recognised where there is a present obligation, either legal or constructive, as a result of a past event for which it
is probable there will be a transfer of economic benefits to settle the obligation.
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Property provisions are recognised where office space is surplus to requirements at the cost of fulfilling the lease obligations
less any expected rental income from sub-letting the property. The provision is discounted when such discount is material.
(t) Earnings per ordinary share
The Group presents basic and diluted EPS data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during
the period, adjusted for own shares held. The Group also calculates adjusted EPS from the adjusted profit which is defined as
profit from operations before the effect of amortisation and impairment of intangibles arising on consolidation and exceptional
items. The Group believes that this is the most appropriate measurement since it better reflects the business’s underlying cash
earnings.
Diluted EPS is determined by adjusting the profit and loss attributable to ordinary shareholders and the weighted average
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number of ordinary shares outstanding, adjusted for own shares held as Treasury Shares, for the effects of all dilutive potential
ordinary shares, which comprise those owned by employee share trusts and share options granted to employees outstanding
under the Company’s employee share schemes.
(u) Accounting estimates and judgements
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the
reported amounts of assets, liabilities, income and expenses. Due to the inherent uncertainty in making estimates, actual results
reported in future periods may be based on amounts which differ from those estimates. Estimates, judgements and
assumptions are continuously evaluated and are based on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognised in
the period in which the estimate is revised and in any future periods affected.

continued

(u) Accounting estimates and judgements continued
The accounting policies deemed critical to the Group’s results and financial position, based upon materiality and significant
judgements and estimates, are discussed below:
(i) Goodwill and intangible assets
The Group reviews goodwill for impairment at least annually at the end of the reporting period or when events or changes in
economic circumstances indicate that impairment may have taken place, in line with the Group’s accounting policy. Intangible
assets remaining useful lives are reviewed annually and are also reviewed for impairment when events or changes in economic
circumstances indicate that impairment may have taken place. This calculation requires the exercise of significant judgement by
management; if the estimates made prove to be incorrect or performance does not meet expectations which affect the amount
and timing of future cash flows, goodwill and intangible assets may become impaired in future periods. The assumptions and
results of the impairment reviews are disclosed in note 15. When the Group makes an acquisition the Group has 12 months
from the date of acquisition to finalise the opening balance sheet, including the value of goodwill and intangible assets arising on
consolidation. See note 2(d)(iii) for accounting policy on impairment related to intangible assets arising on consolidation.
(ii) Share-based payments
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. Determining the value of a grant of equity instruments requires selecting an
appropriate valuation model and estimating the required inputs to that model, including the expected life of the option, volatility
and dividend yield and making assumptions about them. The assumptions and model used are disclosed in note 27.
(iii) Tax
Significant judgement is required in determining the Group’s income tax liabilities. In arriving at the current and deferred tax
liability the Group has taken account of tax issues that are subject to ongoing discussions with the relevant tax authorities.
Calculations of these liabilities have been based on management’s assessment of legal and professional advice, case law and
other relevant guidance. Where the expected tax outcome of these matters is different from the amounts that were recorded
initially, such differences will impact the current and deferred tax amounts in the period in which such determination is made.
Company
In addition to the above accounting policies, the following relate specifically to the Company.
Investment in subsidiaries
An entity is regarded as a subsidiary if the Company has control over its strategic, operating and financial policies and intends to
hold the investment on a long-term basis for the purpose of securing a contribution to the Group’s activities.
The Company recognises investments in subsidiaries initially at fair value, and subsequent changes in value as a result of
impairment are recognised in the income statement.
Dividends
The Company recognises the final dividend payable only when it has been approved by the shareholders of the Company in a
general meeting. The interim dividend is recognised when the amount due has been paid. Dividends receivable are recognised
when they are received.
3 Segmental information
The Group has re-presented the segmental results as a result of adopting IFRS8 “Operating Segments” from 1 April 2009.
There is no effect on the overall results of the Group.
The Group has determined its operating segments based on the management information reviewed on a regular basis by the
Company’s board. The Group considers the executive members of the Company’s board to be the Chief Operating Decision
Maker (CODM).
The CODM considers the business to consist of core and new business elements. The core business consists of regional voice
brokerage businesses in EMEA, the Americas and Asia Pacific, a global electronic brokerage business active in fixed income and
FX markets and a global post trade risk and information business. Each of these five core business areas are managed and
reviewed by the CODM on a stand-alone basis and, as such, are considered segments. In addition the CODM separately
manages and reviews a portfolio of new business initiatives which were either acquired or started during the course of the past
two financial years. Each of the operating segments of the Group is managed on a day-to-day basis by one or more members of
the GEMG. The management of new businesses is dependent on which core area the business will eventually become a part of.
85
3 Segmental information continued

For the current financial year the new businesses segment includes the Group’s investments in ICAP Shipping, Arkhe and Link
along with a number of smaller acquisitions and new initiatives. The CODM anticipates that this segment will be dynamic with
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ICAP in ten
new businesses, which represent a diversification of ICAP’s existing business, joining the segment on acquisition or at inception.
These businesses will normally be reported within this segment for two financial years while the business is integrated within
ICAP or, in the case of start-up businesses, move towards operational maturity. The segment will be reviewed at the start of
each year and the comparatives restated to reflect any reclassifications between the core and new business segments. For the
period commencing 1 April 2010, it is anticipated that Link and ICAP Shipping, both of which have been owned for two years,
will be reported in the core voice segment, with comparatives restated to show impact and TriOptima, a business in which the
Group has had a 38.22% shareholding, will be reported within post trade risk and information. The now discontinued cash
equities business had previously been disclosed within the new business segment at the interim reporting period.
The Group continues to disclose an operating segment for the voice business in Asia Pacific even though this segment does not
meet the quantitative thresholds to be mandatory under IFRS8, “Operating Segments”. This is to reflect the importance of the
17 – 41
Business review
Asia Pacific region to the Group and the way the Group is managed.
Core voice broking Post trade risk
Asia Electronic and New
EMEA Americas Pacific broking information businesses Total
£m £m £m £m £m £m £m
Revenue 506 434 96 252 142 175 1,605
Operating profit before amortisation
and impairment of intangibles
arising on consolidation and
43 – 63
Governance
exceptional items 115 80 1 100 69 (11) 354
Reconciliation to the consolidated
income statement:
Amortisation and impairment of intangibles
arising on consolidation (61)
Exceptional items (26)
Operating profit 267
Finance income 7
Finance costs (35)
Share of profit of associates after tax 8
65 – 140
Profit before tax for continuing operations 247

Tax (83)
Profit for the year for continuing operations 164
Loss after tax from discontinued
operations (48)
Profit for the year 116
Details of total gross debt and total net cash reviewed by the CODM can be found in notes 22 and 33(b) respectively.
141 – 143

continued
3 Segmental information continued

Core voice broking Post trade risk
Asia Electronic and New
EMEA Americas Pacific broking information businesses Total
£m £m £m £m £m £m £m
Revenue 520 423 96 252 124 170 1,585
Operating profit before amortisation and
impairment of intangibles arising on
consolidation and exceptional items 135 76 (2) 88 61 7 365
Reconciliation to the consolidated income
statement:
Amortisation and impairment of intangibles
arising on consolidation (63)
Exceptional items –
Operating profit 302
Finance income 19
Finance costs (43)
Share of profit of associates after tax 7
Profit before tax for continuing operations 285
Tax (95)
Profit for the year for continuing operations 190
Loss after tax from discontinued
operations (4)
Profit for the year 186
Revenue earned by product type from continuing operations is disclosed below.

31 March 31 March
Product type 2010 2009
Interest rates 630 678
FX 292 245
Equities 163 184
Emerging markets 141 127
Credit 204 192
Commodities 175 159
Total revenue 1,605 1,585
The Group did not earn more than 10% of its total revenue from any individual customer.
The Group earned revenue of £581m (2009 – £615m) from entities in the UK. The remainder of £1,024m (2009 – £970m)
came from entities outside the UK.
The amortisation and impairment of intangible assets arising from development expenditure recognised by the Group on a
segmental basis is as follows: core voice broking EMEA £6m (2009 – £5m), core voice broking Americas £13m (2009 – £7m),
core voice broking Asia Pacific £nil (2009 – £nil), electronic broking £1m (2009 – £4m), post trade risk and information £2m
(2009 – £2m) and new businesses £1m (2009 – £nil).
The depreciation of property and equipment recognised by the Group on a segmental basis is as follows: core voice broking
EMEA £7m (2009 – £7m), core voice broking Americas £8m (2009 – £9m), core voice broking Asia Pacific £2m (2009 –
£2m), electronic broking £3m (2009 – £4m), post trade risk and information £1m (2009 – £nil) and new businesses £1m
(2009 – £1m).
87
4 Discontinued operations
The income statement and cash flows related to the European and Asia Pacific cash equities business are presented as
discontinued operations following the decision of the Company’s board on 22 March 2010 to close the European and Asia
01 – 15
ICAP in ten
Pacific integrated full service agency cash equities businesses. These businesses were closed as at the balance sheet date.
(a) Results of discontinued operations
An analysis of the results of discontinued operations presented within the consolidated income statement is as follows:
31 March 31 March
2010 2009
£m £m
Revenue 24 16
Operating expenses (49) (20)
Tax 7 −
17 – 41
Business review
Loss after tax of discontinued operations before exceptional items (18) (4)
Exceptional items (41) −
Tax 11 −
Loss after tax of discontinued operations (48) (4)

31 March 31 March
(b) Cash flows of discontinued operations 2010 2009
£m £m
Operating cash flows (5) (11)
43 – 63
Governance
Investing cash flows – (12)
Financing cash flows – 28
Total cash flows (5) 5
65 – 140
141 – 143

continued
5 Other income

31 March 31 March
2010 2009
£m £m
Income from government grants 14 15
Other income 5 8
Total other income 19 23
Income from government grants includes amounts relating to a BEIP grant receivable in the US from the state of New Jersey.
This grant is receivable until 2014 by the Group provided it maintains its operations in the state of New Jersey until 2019 and is
based on the amount of employee tax paid over to the state authorities.
6 Exceptional items

31 March 31 March
2010 2009
£m £m
Exceptional items − continuing businesses
SEC settlement and other related fees (21) −
Reorganisation of cash equities business (5) −
Total exceptional items before tax – continuing business (26) −
Tax 4 −
Total exceptional items after tax − continuing businesses (22) −
Exceptional items − discontinued business

Reorganisation of cash equities business (41) −
Tax 11 −
Total exceptional items after tax − discontinued business (30) −
On 18 December 2009 ICAP Securities USA LLC, a US subsidiary of the Company, announced that it had agreed to a settlement
with the SEC, with regard to a multi-year industry wide investigation into the markets in certain fixed income securities,
without admitting or denying allegations of any wrongdoing. An exceptional item of £21m has been recognised in 2009/10 to
cover the SEC settlement together with related costs.
On 15 February 2010 the Group announced that it was undertaking a strategic review of its cash equities business and, on
22 March 2010, announced that it was going to discontinue its European and Asia Pacific integrated full service agency cash
equities business. An exceptional charge of £46m has been recognised in respect of the estimated cost of the reorganisation,
which covers personnel costs, write off of assets and provisions against onerous contracts. Exceptional items related to the
cash equities strategic review have been split between continuing and discontinued business. The European and Asia Pacific full
service agency cash equities businesses were closed at the balance sheet date.
89
7 Finance income
01 – 15
ICAP in ten
31 March 31 March
2010 2009
£m £m
Interest receivable and similar income
Bank deposits 2 10
Other interest receivable 1 5
3 15
Other finance income
Fair value gains on derivative financial instruments (note 22) 11 2
Fair value of hedged item (note 22) (9) −
Expected return on retirement plan assets – 1
17 – 41
Business review
Dividends received on equity investments 2 1
4 4
Total finance income 7 19
As described in note 24, the Group converted €200m of its €300m fixed euro-denominated notes from euros to pound
sterling, and the coupon from fixed to floating. The fixed to floating swaps have been treated as a fair value hedge, with the
mark-to-market of £11m included within fair value gains on derivative financial instruments in other finance income. The
corresponding fair value adjustment of £9m to the €200m of the euro-denominated notes, which is comprised of £2m relating
to interest rates and £7m to FX, is included within fair value of hedged item in other finance income.
8 Finance costs
43 – 63
Governance
31 March 31 March
2010 2009
£m £m
Interest payable and similar charges
Bank loans and overdrafts 28 33
Unwinding of discount on contingent deferred consideration (note 14(c)) 2 6
30 39
Other finance costs
65 – 140
Fair value losses on derivative financial instruments – 3
Impairment of loans to associates (note 19) 5 −
Interest on retirement plan liabilities – 1
5 4
Total finance costs 35 43
141 – 143

continued
9 Operating expenses

31 March 31 March
2010 2009
Profit before tax from continuing operations is stated after charging: £m £m
Employee costs (note 10) 950 931
Information technology costs 141 129
Amortisation and impairment of intangible assets arising on consolidation
− subsidiaries 61 63
Professional and legal fees 28 25
Amortisation and impairment of intangible assets arising from development expenditure 23 18
Depreciation of property and equipment − owned assets 22 23
Clearing and settlement fees 18 20
Operating lease rentals − minimum lease payments 8 18
Exchange adjustments 7 12
Other* 99 67
Total 1,357 1,306
Auditors’ remuneration
Fees payable to the Company’s auditor for the audit of the Company’s annual financial statements 0.5 0.5
Fees payable to the Company’s auditor for other services:
− for the audit of the Company’s subsidiaries 2.6 2.0
− other services pursuant to legislation 0.3 0.1
− tax services 0.5 0.8
− corporate finance services 0.2 0.4
− other 0.1 0.4
4.2 4.2
*Other includes exceptional costs (note 6) of £26m (2009 – £nil).
10 Employee information
(a) Analysis of employee costs
31 March 31 March
2010 2009
£m £m*
Salaries (including bonuses) 879 859
Social security costs 54 57
Share-based payments 10 8
Defined contribution pension costs 7 7
950 931
*The 2009 employee costs have been re-presented to exclude employees of the discontinued cash equities business.
31 March 31 March
2010 2009
£m £m
Discontinued operations
Salaries (including bonuses) 27 12
Social security costs 3 1
Share-based payments – −
Defined contribution pension costs – −
30 13
91
10 Employee information continued

(b) Number of employees analysed by business segment
01 – 15
ICAP in ten
Average Year end
Year ended Year ended As at As at
31 March 31 March 31 March 31 March
2010 2009* 2010 2009*
Core voice broking:
– EMEA 1,309 1,288 1,238 1,255
– Americas 1,201 1,223 1,218 1,253
– Asia Pacific 619 639 629 632
Electronic broking 456 470 466 453
Post trade risk and information 232 182 310 205
New businesses 580 394 627 465
17 – 41
Business review
4,397 4,196 4,488 4,263
*The 2009 employee numbers have been re-presented to exclude employees of the discontinued cash equities business.
Discontinued operations
Average Year end
Year ended Year ended As at As at
2010 2009 2010 2009
Discontinued cash equities business 105 36 116 71
43 – 63
Governance
(c) Key management remuneration
31 March 31 March
2010 2009
£m £m
Aggregate emoluments 28 29
Defined contribution pension costs – −
34 34
65 – 140
Key management consists of the members of the GEMG and the executive directors of the board. The executive directors’
remuneration is disclosed separately in the remuneration report. The aggregate remuneration for key management includes
amounts paid as variable bonuses. For the year ended 31 March 2010 this amounted to 61% (2009 – 79%) of the aggregate
remuneration. Key management remuneration is wholly attributable to continuing operations.
Key management received £33m in the year (2009 – £9m) in aggregate gains on the exercise of stock options.
Retirement benefits are accruing to five (2009 – five) members of the GEMG under defined contribution schemes.
The Company has no employees.
141 – 143

continued
11 Tax
Tax charged to the consolidated income statement in the year
31 March 31 March
2010 2009
£m £m
Current tax
UK Corporation Tax at 28% (2009 − 28%)
− current year 30 43
− double tax relief (1) (1)
− adjustment to prior years (1) −
Overseas tax
− current year 68 52
− adjustment to prior years (4) (10)
92 84
Deferred tax (note 21) (9) 11
Total tax charged to consolidated income statement – continuing operations 83 95
Tax credited to the consolidated income statement for discontinued operations can be analysed
as follows:
Tax credit on discontinued operations, excluding exceptional items (7) −
Tax credit on exceptional items – discontinued operations (11) −
Total tax credit to the consolidated income statement – discontinued operations (18) −
Total tax charged to the consolidated income statement 65 95
Tax charged to the consolidated income statement for continuing operations can be analysed
as follows:
Total tax charged to the consolidated income statement – continuing operations 83 95
Tax credit on amortisation and impairment of intangible assets arising on consolidation 20 22
Tax credit on exceptional items – continuing operations 4 −
Tax on profit before amortisation, impairment of intangible assets arising on consolidation and
exceptional items 107 117
93
11 Tax continued
Tax charged/(credited) to other comprehensive income in the year
01 – 15
ICAP in ten
31 March 31 March
2010 2009
£m £m
Current tax credit on share-based payments (9) (5)
Current tax charge/(credit) on exchange adjustments 2 (20)
Current tax charge/(credit) on hedging instruments 12 (18)
Net current tax on items recognised in other comprehensive income 5 (43)
Deferred tax credit on revaluation of available-for-sale investments – (1)
Deferred tax charge on share-based payments 1 4
Net deferred tax on items recognised in other comprehensive income 1 3
17 – 41
Business review
The Group’s tax charge exceeds the UK statutory rate and can be reconciled as follows:
31 March 31 March
2010 2009
£m £m
Profit before tax from continuing operations 247 285
Tax on profit at the standard rate of Corporation Tax in the UK of 28% (2009 − 28%) 69 80
Expenses not deductible for tax purposes 12 11
Adjustments to deferred tax in respect of prior years (1) 1
Adjustments in respect of foreign tax rates 10 15
43 – 63
Governance
Adjustments to current tax in respect of prior years (5) (10)
Adjustments in respect of associates (2) (2)
Tax charge from continuing operations 83 95
12 Dividends

31 March 31 March
2010 2009
Amounts recognised as distributions to equity holders in the year: £m £m
65 – 140
Final dividend for the year ended 31 March 2009 of 12.35p per ordinary share (2008 − 11.95p) 79 76
Interim dividend for the year ended 31 March 2010 of 5.11p per ordinary share (2009 − 4.7p) 33 30
Total dividend recognised in year 112 106
The directors have proposed a final dividend of 12.44p per share for the year ended 31 March 2010. This has not been
recognised as a liability of the Group at the year end as it has not yet been approved by shareholders. Based on the number
of shares in issue at the year end, the total amount payable would be £81m.
The right to receive dividends has been waived in respect of the shares held in employee share trusts and no dividend is payable
on Treasury Shares.
The final dividend for the year ended 31 March 2009 was satisfied with a cash payment of £59m and a scrip dividend of
141 – 143
4,567,807 ICAP plc ordinary shares of 10p each issued at £4.333 (value £20m).

continued
13 Earnings per ordinary share

The Group is required to disclose basic and diluted EPS on the face of the consolidated income statement. The Group continues
to calculate adjusted EPS as it believes that it is the most appropriate measurement since it better reflects the business’s
underlying cash earnings and, for the current financial year, has further analysed this to show the adjusted EPS for continuing
operations.
Basic EPS is calculated by dividing the profit for the year attributable to the equity holders of the Company of £116m (2009 –
£175m) by the weighted average number of ordinary shares in issue during the year of 643m shares (2009 – 634m).
Adjusted basic EPS from continuing operations is calculated by dividing the profit for the year from continuing operations before
the effect of amortisation and impairment of intangibles arising on consolidation and exceptional items attributable to the
equity holders of the Company of £226m (2009 – £220m) by the weighted average number of ordinary shares in issue during
the year of 643m shares (2009 – 634m).The weighted average number of ordinary shares in issue excludes the weighted
average number of shares held as Treasury Shares of 2m (2009 – 1m) and those owned by employee share trusts relating to
employee share schemes on which dividends have been waived, being 9m shares (2009 – 14m).
Unadjusted and adjusted diluted EPS takes into account the dilutive effect of share options outstanding under the Company’s
employee share schemes.
The Group has also disclosed the impact of discontinued operations on the basic, diluted and adjusted EPS.
(a) EPS relating to the Group’s total operations
Year ended 31 March 2010 Year ended 31 March 2009
Earnings Earnings
Earnings Shares per share Earnings Shares per share
Basic and diluted £m millions pence £m millions pence
Basic 116 643 18.0 175 634 27.6
Dilutive effect of share options – 11 (0.3) − 16 (0.7)
Diluted basic 116 654 17.7 175 650 26.9

Earnings Earnings
Adjusted basic and diluted £m millions pence £m millions pence
Basic 116 643 18.0 175 634 27.6
Amortisation and impairment
of intangibles arising on
consolidation net of tax
and minority interest 40 – 6.2 41 – 6.5
Exceptional items net of tax
(note 6) 52 – 8.1 − − −
Adjusted basic 208 643 32.3 216 634 34.1
Adjusted diluted 208 654 31.8 216 650 33.2
95
13 Earnings per ordinary share continued

(b) EPS relating to the Group’s continuing operations
01 – 15
ICAP in ten
Earnings Earnings
Basic 164 643 25.5 179 634 28.2
Diluted basic 164 654 25.1 179 650 27.5

Earnings Earnings
17 – 41
Business review
Basic 164 643 25.5 179 634 28.2
and minority interest 40 – 6.2 41 – 6.5
(note 6) 22 – 3.4 − − −
Adjusted basic 226 643 35.1 220 634 34.7
43 – 63
Governance
Adjusted diluted 226 654 34.6 220 650 33.8
(c) EPS relating to the Group’s discontinued operations

Earnings Earnings
Basic (48) 643 (7.5) (4) 634 (0.6)
Dilutive effect of share options – 11 0.1 − 16 −
Diluted basic (48) 654 (7.4) (4) 650 (0.6)
65 – 140

Earnings Earnings
Basic (48) 643 (7.5) (4) 634 (0.6)
and minority interest – – – − − −
141 – 143
(note 6) 30 – 4.7 − − −
Adjusted basic (18) 643 (2.8) (4) 634 (0.6)
Dilutive effect of share options – 11 – – 16 −
Adjusted diluted (18) 654 (2.8) (4) 650 (0.6)

continued
14 Acquisitions
Subsidiaries
(a) Subsidiaries − current year
TriOptima AB (TriOptima)
On 24 March 2010, the Group acquired the remaining 61.78% of the share capital of TriOptima, a supplier of post trade
processing services, for an initial cash consideration of Swedish krona (SEK)1,288m (£119m), inclusive of a deferred
consideration payment of £7m. At the close of the acquisition SEK1,216m (£112m) was paid with SEK72m (£7m) paid on
10 May 2010 following approval of the 2009 financial statements.
Contingent deferred consideration is payable, in two tranches, following the approval of the TriOptima 2010 and 2012 financial
statements and is conditional on the business achieving a minimum pre-tax profit margin and revenue target. The Group has set
stretching revenue and profit targets and therefore does not currently expect to pay any deferred consideration. Total deferred
consideration is capped at €293m and can be settled at ICAP’s discretion in cash, ICAP plc ordinary shares or a combination
thereof.
The fair value adjustments include the recognition of intangible assets arising on consolidation of €81m (£73m) represented by
customer relationships of €58m (£52m), trademarks of €9m (£8m) and software of €14m (£13m) which will be amortised
over five years, and a deferred tax liability of €21m (£19m). The Group’s share of the identifiable assets and liabilities acquired
in previous transactions has been revalued with the credit of €50m (£45m) recognised in other comprehensive income.
The Group has considered the financial profile of the business and, in accordance with IAS 21 “The Effects of Changes in Foreign
Exchange Rates”, considers the functional currency to be the euro and, as such, has recorded the goodwill and intangibles in
euros. Goodwill of €57m (£50m) has been recognised in respect of assets which are not separately identifiable, principally the
assembled work force and potential future growth of the business.
In the period from acquisition to 31 March 2010, TriOptima contributed £1m to revenue and was break-even before tax,
amortisation of intangibles arising on consolidation and exceptional items. If the acquisition had occurred on the first day of the
financial year, the contribution would have been £60m of revenue and £27m profit before tax.
During the period 1 April 2009 to 24 March 2010 the Group recognised profit on a post-tax basis of £7m as associate income
based on its 38.22% shareholding.
Arkhe Distribuidora De Títulose e Valores Mobiliários S.A. (Arkhe)
On 13 July 2009, the Group completed the acquisition of 100% of the share capital of Arkhe, a leading independent broker
in Brazil, for an initial consideration of real (R)$20m (£6m). Contingent deferred consideration, based on the average operating
profit of Arkhe and certain complementary ICAP businesses for the three years from 1 July 2009 to 30 June 2012, will be paid
in August 2012. Total consideration is capped at US$55m (£33m) (equivalent to R$107m at year end exchange rates).
The fair value adjustments include the recognition of intangible assets arising on consolidation of R$22m (£7m) represented by
customer relationships of R$20m (£6m) and the brand value of R$2m (£1m) which are being amortised over seven years, and
other provisions R$122m (£38m). Other provisions are for contingent liabilities that existed at acquisition, but were not
previously recognised by Arkhe.
The initial consideration and any future contingent deferred consideration will be held in escrow together with the proceeds
earned by the vendors by selling certain assets, for a period of up to six years and may be used to settle any of the contingent
liabilities. The Group has recognised an asset of R$20m (£6m) which represents the cash currently held in escrow.
Goodwill of R$96m (£29m) has been recognised in respect of assets which are not separately identifiable, principally the
assembled workforce and potential future growth of the business.
In the period from the acquisition to 31 March 2010, the Arkhe business has been integrated with certain complementary
Group businesses and the results of the acquired business are no longer distinguishable from the combined business.
97
14 Acquisitions continued
(a) Subsidiaries – current year continued
Others
01 – 15
ICAP in ten
On 15 June 2009, the Group acquired the assets and business of the transactions division of Ocean Tomo LLC (Ocean Tomo),
the leading Intellectual Capital Merchant Banc® company, a business based in the US which offers patent brokerage services.
Ocean Tomo services include live multi-lot IP auctions and private sales where revenue may be unpredictable in terms of
timings and amounts. Consideration of $10m (£6m) has been recognised consisting of $5m (£3m) in cash and 692,226 ICAP
shares issued at £4.4395 (value $5m (£3m)). Costs of $0.3m (£0.2m) have also been recognised as consideration.
The fair value adjustments include the recognition of separately identifiable intangible assets arising on consolidation of $3m
(£2m) for the Ocean Tomo brand to which the Group has rights for ten years. The asset will be amortised over the ten years.
Goodwill of $7m (£5m) has been recognised in respect of assets which are not separately identifiable, principally the assembled
workforce and future growth potential of the business.
In the period from the acquisition to 31 March 2010, Ocean Tomo has contributed £3m of revenue and was break-even before
17 – 41
Business review
tax, before amortisation of intangibles arising on consolidation. If the acquisition had occurred on the first day of the financial
year the contribution would have been similar.
On 6 May 2009, ICAP acquired an initial 75% shareholding in an electronic interdealer broking business for £1m. The minority
shareholders, under the terms of the shareholder agreement, have the right to put and ICAP has the ability to call the remaining
shares, using a pre-agreed pricing formulae, from 1 July 2011. At the opening balance sheet date the exit price was estimated
to be £7m with a net present value of £6m and is capped at £116m. Goodwill of £5m has been recognised in respect of assets
which are not separately identifiable, principally the potential future growth of the business.
In the period from the acquisition to 31 March 2010, the business has contributed £1.1m of revenues and £0.8m profit before
tax, before amortisation of intangibles arising on consolidation. If the acquisition had occurred on the first day of the financial
year, the contributions would have been similar.
43 – 63
Governance
TriOptima Arkhe Others Total
Provisional Provisional
Book value fair value Book value Fair value Book value Fair value Book value fair value
£m £m £m £m £m £m £m £m
Net assets acquired
Intangible assets arising on consolidation 73 – 7 – 2 – 82
Tangible assets 1 1 – – – – 1 1
Cash and cash equivalents 11 11 2 2 – – 13 13
Trade and other receivables 11 11 22 28 – – 33 39
Trade and other payables (7) (7) (18) (54) – – (25) (61)
Deferred tax liability – (19) – – – – – (19)
65 – 140
16 70 6 (17) – 2 22 55
Goodwill 50 29 10 89
Consideration 120 12 12 144
Satisfied by:
– cash 112 6 3 121
– acquisition costs capitalised 1 1 – 2
– shares issued – – 3 3
– deferred consideration 7 – – 7
– contingent deferred consideration – 5 6 11
141 – 143
120 12 12 144
(b) Subsidiaries – prior year

Reset
In March 2009, the remaining minority shareholder exercised their option to require ICAP to acquire the remaining 15% of
Reset. The total cash consideration of $41m (£29m) was paid in April 2009 with $2m (£1m) deferred.
Link
In April 2009, ICAP paid the former owner of Link £14m as the first part of the contingent deferred consideration due.
As at 31 March 2010, there was £13m of contingent deferred consideration outstanding.

continued
14 Acquisitions continued
(c) Contingent deferred consideration
A number of acquisitions made by the Group are satisfied in part by contingent deferred consideration. The Group has re-
estimated the amounts due as contingent deferred consideration where necessary, with any corresponding adjustments being
made to goodwill where the transaction is regarded as a business combination.
Included within contingent deferred consideration are amounts which are exercisable at certain dates in the future on put
options over shares held by minorities where the Group considers it highly likely that these options will be exercised.
ICAP ICAP
Link Shipping Equities Arkhe Other Total
£m £m £m £m £m £m
Contingent deferred consideration outstanding
as at 1 April 2009 25 8 13 – 2 48
Acquisitions in the year (note 14(a)) – – – 5 6 11
Cash consideration paid in the year (14) (1) (1) – – (16)
Unwinding of discount (note 8) 1 – – 1 – 2
Re-estimation of provisions which arose on acquisition 9 – – – – 9
Adjustments to goodwill during the year
(note 15(a)) (8) (7) (12) (5) (3) (35)
as at 31 March 2010 13 – – 1 5 19
The Group has £5m worth of contingent deferred consideration related to other acquisitions.
ICAP ICAP
Reset Link Shipping Equities Other Total
£m £m £m £m £m £m
as at 1 April 2008 41 − 9 − − 50
Acquisitions in the year − 23 − − 1 24
Amount recognised for options over minority interests − − 3 12 1 16
Cash consideration paid in the year (66) − (3) − − (69)
Unwinding of discount (note 8) 2 2 1 1 − 6
Adjustments to goodwill during the year (note 15(a)) 7 − (2) − − 5
Exchange adjustments 16 − − − − 16
as at 31 March 2009 − 25 8 13 2 48
Other contingent deferred consideration of £2m related to other acquisitions.

The contingent deferred consideration consists of cash only and is included within trade and other payables (note 20).
99
15 Intangible fixed assets

(a) Intangible assets arising on consolidation
Intangible assets arising on consolidation include goodwill and other separately identifiable intangible assets such as customer
01 – 15
ICAP in ten
relationships, brands and customer contracts that arose on business combinations since 1 April 2004. The amortisation and any
impairment is included in the consolidated income statement within the column “amortisation and impairment of intangibles
arising on consolidation”.
Goodwill Other Total
£m £m £m
Cost
As at 1 April 2009 1,035 525 1,560
Additions (note 14) 89 82 171
Transfer of goodwill from associates (note 17) 2 – 2
Revaluation of intangibles (note 17) 12 45 57
17 – 41
Business review
Adjustments relating to contingent deferred consideration (note 14(c)) (35) – (35)
Exchange adjustments (30) (19) (49)
As at 31 March 2010 1,073 633 1,706
As at 1 April 2009 31 125 156
Amortisation charge for the year – 51 51
Impairment in the year 5 5 10
As at 31 March 2010 36 181 217
Net book value
43 – 63
Governance
As at 31 March 2010 1,037 452 1,489
Cost
As at 1 April 2008 725 327 1,052
Additions 140 110 250
Adjustments relating to deferred consideration (note 14(c)) 5 − 5
Exchange adjustments 165 88 253
As at 31 March 2009 1,035 525 1,560
As at 1 April 2008 24 69 93
Amortisation charge for the year − 56 56
65 – 140
Impairment in the year 7 − 7

As at 31 March 2009 31 125 156
Net book value
As at 31 March 2009 1,004 400 1,404
141 – 143

continued
15 Intangible fixed assets continued

(a) Intangible assets arising on consolidation continued
Impairment testing of intangible assets arising on consolidation
Goodwill and other intangible assets arising on consolidation are allocated to a cash generating units (CGUs) at acquisition.
A CGU is the smallest segment on which it is practicable to report, each of which represents one of the Group’s businesses.
The carrying amounts are presented below:
Analysis of intangible assets
As at 31 March 2010
Net
Year of Goodwill Other book value
Business segment acquisition £m £m £m
Exco’s acquisition of Intercapital EMEA 1998 23 – 23
ICAP Energy Americas 2002 18 – 18
First Brokers Americas 2002 12 – 12
Acquired Asian Businesses Asia Pacific 2002 12 – 12
ICAP Electronic Broking Electronic broking 2003 146 – 146
United Fuels Americas 2005 14 – 14
EBS Electronic broking 2006 334 170 504
Reset Post trade risk 2006 139 1 140
and information
Traiana Post trade risk 2007 100 63 163
and information
ICAP Shipping New businesses 2007/08 30 4 34
Link New businesses 2009 83 88 171
Arkhe New businesses 2010 30 7 37
Ocean Tomo New businesses 2010 5 1 6
TriOptima Post trade risk
and information 2010 64 116 180
Others Various Various 27 2 29
1,037 452 1,489
Goodwill is not amortised but is tested for impairment at least annually. The recoverable amount of a CGU is determined based
on value-in-use calculations. These calculations use cash flow projections which extend forward to a terminal value and which
take account of the approved budget for the year ending 31 March 2011 together with assumptions surrounding the expected
life of the asset, management’s view of the trading cycles and growth profile facing each CGU and any adjustments required to
the discount factor to take account of country or business risk.
The value-in-use calculations are sensitive to changes in these assumptions and, in particular, long-term growth rates. With the
exception of Traiana, ICAP Shipping and First Brokers, which each exhibited different trading characteristics to those seen in
ICAP’s wider brokerage business, the base model assumes that the budgeted cash flows for 2011 will grow at 2% per annum to
a terminal value in year ten and when discounted this shows significant headroom. The base case was then stress tested using a
zero growth assumption and continued to show no impairment. The board view these assumptions as conservative and do not
believe that any reasonable change in the assumptions would cause the carrying value of these CGU’s to exceed the recoverable
amount.
It is anticipated that intangible assets arising on the acquisition of voice broking businesses have a finite life. The Group reviews
the performance of the businesses and reassesses the likely period over which the acquired intangible asset is likely to continue
to generate cash flows that exceed the recoverable amount. As a result some businesses will have no impairment in a particular
year while others will.
First Brokers is dependent on a few key brokers and continues to operate as a stand-alone business. The business is expected to
see a decline in projected cash flows resulting from the shorter time remaining on key employees fixed contracts. As a result,
the Group has booked an impairment in the year of £4m (2009 – £7m).
101

(a) Intangible assets arising on consolidation continued
Over the course of the past three years the Group has acquired a number of ship brokerage businesses which have been
01 – 15
ICAP in ten
integrated to create a global platform operating across tankers (wet) and dry chartering, sale and purchase and derivative
freight forward agreement.
The performance of the shipping industry is influenced by a combination of factors including global trade volumes, which are a
function of world GDP and imbalances in the world fleet. It is deeply cyclical in nature and typically exhibits trading peaks and
troughs every three to four years. Our business is no exception to this general rule and as such we have seen our profits in
2008 convert into modest losses in 2009 and 2010 as the industry suffers from a combination of over capacity and lower
global trade.
Predicting the exact shape of future cycles is difficult, however, we believe the business will benefit from the increased number
of ships needing to be brokered and an improving macro environment, where a recovery in levels of OECD trade and increased
appetite by China and India to import raw materials should drive improved freight rates.
17 – 41
Business review
The outlook in the near term, however, remains uncertain. We have, therefore, adopted a conservative approach when
assessing the business prospects, limiting growth in volumes to world GDP rather than the higher rate of growth of the world
fleet (the potential market) and assumed that the next peak in the cycle is delayed until 2015 when tanker rates get back to
2008 levels and dry cargo rates to 50% of 2008 levels. We assume that the cycle then replicates with the next peak in 2019.
The resultant cash flows have been discounted using a rate of 11% which includes a 2% premium to reflect the higher level of
cyclicality inherent in the shipping business which results in a recoverable amount in excess of the carrying value of the CGU and
consequently no impairment. We have also stress tested the model by assuming that the peak operating profit margin is limited
to 75% of that seen in 2008 and, under this scenario, would achieve a position with a further 5% fall in volume or freight rates
where the carrying value of the CGU equates to the recoverable amount.
The Group acquired Traiana, a leading provider of automated post trade processing services, in December 2007. In early 2009
43 – 63
Governance
the Group employed external consultants to validate the business priorities and determine the expected growth trajectory for
the next five years. The findings of this report were used to assess the risk of impairment at 31 March 2009 and concluded
that the recoverable amount would exceed the CGU’s carrying value.
Traiana’s TRM and Harmony platforms are embedded into its clients systems and represent a key component of the way in
which these organisations manage the work flow for the settlement of FX and as such, once installed tend to provide a
relatively stable and growing source of revenue.
During the twelve months to 31 March 2010, the business performed ahead of plan and has made significant strategic
advances in terms of deploying the Harmony platform to support the joint venture with CLS Group in FX aggregation and to
move closer to being able to provide services to equity and futures market participants in 2011.
For the purposes of assessing impairment risk, we have considered the cash flows which will be generated by the established
65 – 140
FX business and the expansion into equities and futures separately. We have projected revenue growth for each of the products
on a bottom up basis using market based growth assumptions out to 2015 and, thereafter, conservatively assumed no further
growth and have applied a premium of 5% over ICAP’s pre-tax cost of capital to the FX business to reflect the fact that the
business while offering a proven technological solution, remains relatively small and represents a diversification of ICAP’s core
brokerage business and, in the case of the new businesses, a 11% premium reflecting the higher risk inherent in any new
product launch. Under these assumptions, the carrying value of the CGU exceeds the recoverable amount.
The recent financial crisis resulted in the loss and/or consolidation of a number of the customers which existed when we
acquired the business in December 2007. Now that market conditions have stabilised and we understand how the successor
organisations are planning to use the TRM and Harmony platforms, we have considered the value attributed to the customer
relationship in respect of both platforms and, to the extent that the relationships are no longer generating platform revenue,
the asset has been impaired resulting in the net carrying value being reduced by $8m (£5m) (2009 – nil).
141 – 143
The Group has also taken an impairment of £1m in respect of smaller investments in Latin America.

continued

(b) Intangible assets arising from development expenditure
Intangible assets arising from development expenditure consist of the software development costs of electronic trading
platforms and other assets and are generally amortised over three to five years. The Group reviews the useful economic lives of
these assets on a regular basis.
The amortisation and impairment of assets arising on development expenditure is included within profit before amortisation and
impairment of intangibles arising on consolidation and exceptional items in the consolidated income statement.
Intangible assets
arising from
development
expenditure
£m
Cost
As at 1 April 2009 145
Additions 49
Disposals (6)
Exchange adjustments (6)
As at 31 March 2010 182
Amortisation charge for the year 21
Impairment in the year 2
Disposals (1)
Exchange adjustments (3)
As at 31 March 2010 110
Net book value
As at 31 March 2010 72
Cost
Additions on acquisition of subsidiaries 1
Additions 28
Disposals (2)
Exchange adjustments 24
As at 31 March 2009 145
Amortisation
Charge for the year 17
Impairment in the year 1
Disposals (2)
Exchange adjustments 17
Net book value
103
16 Property and equipment
Short
01 – 15
ICAP in ten
leasehold Furniture,
property fixtures and Motor
improvements equipment vehicles Total
£m £m £m £m
Cost
As at 1 April 2009 20 206 1 227
Additions on acquisition of subsidiaries (note 14(a)) – 1 – 1
Additions 3 15 – 18
Disposals – (8) – (8)
Exchange adjustments – (5) – (5)
As at 31 March 2010 23 209 1 233
17 – 41
Business review
Depreciation
As at 1 April 2009 9 140 1 150
Charge for the year 2 20 – 22
Disposals – (7) – (7)
Exchange adjustments – – – –
As at 31 March 2010 11 153 1 165
Net book value
As at 31 March 2010 12 56 – 68
No assets are held under finance leases. Leasehold property includes £3m of property held as freehold.
43 – 63
Governance
Short
leasehold Furniture,
property fixtures and Motor
improvements equipment vehicles Total
£m £m £m £m
Cost
As at 1 April 2008 17 135 1 153
Additions on acquisition of subsidiaries − 1 − 1
Additions 2 34 − 36
Disposals (1) (1) − (2)
Exchange adjustments 2 37 − 39
65 – 140
As at 31 March 2009 20 206 1 227

Depreciation
As at 1 April 2008 7 91 − 98
Charge for the year 1 21 1 23
Disposals − (1) − (1)
Exchange adjustments 1 29 − 30
As at 31 March 2009 9 140 1 150
Net book value
As at 31 March 2009 11 66 − 77
141 – 143

continued
17 Investment in associates

31 March 31 March
2010 2009
£m £m
Cost
As at 1 April 44 41
Additions 3 3
Transfer from available-for-sale investments (note 18) 1 −
Share of profit for the year 7 9
Dividends received (7) (4)
Liquidated in year – (3)
Other movements (1) −
Transfer to other comprehensive income (10) −
Transfer to goodwill (2) −
Exchange adjustments 5 (2)
As at 1 April 6 7
Amortisation charge for the year 4 2
Liquidated in year – (3)
As at 31 March 10 6
Net book value
Additions
During the year the Group invested a total of $1.9m (£1.2m), including costs of $0.3m (£0.2m), to acquire a 19.9% interest
in Walker Street Securities Holdings LP (Walker St Securities), a US investment partnership, and its subsidiary companies,
including Ticonderoga Securities LLC (Ticonderoga), a US company involved in securities broking. The Group also acquired an
option for $25,000 to acquire a further 55.1% in Walker St Securities. The agreed cost to exercise this option is $2.7m
(£1.8m). The option is recognised as a financial derivative current asset within other receivables, at its fair value. At 31 March
2010 the Group considered the fair value of this option to be £nil.
The Group’s partners in Walker St Securities have a put option on the remaining 25% of the shares that allows them to require
the Group to acquire their shares at an agreed price of six times profit after tax at any time from June 2012 to June 2016,
capped at 4.99% of the value of the Group. The Group also has a call option over these shares exercisable for the same period
at eight times profit after tax. In line with Group accounting policies, the put option is regarded as a financial derivative and
the amount due recognised as a non-current liability in other payables, which represents the net present value of the amount
which the Group expects to pay when the put is exercised. At 31 March 2010 the Group considered the fair value of this put
to be £nil.
A non-current asset, representing the value of the shares which will be acquired as a result of the put being exercised, has been
established in other receivables. As at 31 March 2010 the fair value of the asset is regarded as £nil.
In addition to the equity investment, the Group has made an initial interest-free loan to Walker St Securities of $2.7m (£1.8m),
which is repayable on exercise of the Group’s option for the same amount. This loan is treated as an investment in an associate.
During the year to 31 March 2010 Ticonderoga suffered a loss of $8.8m (£5.5m) of which the Group’s share of $1.8m
(£1.1m) has been recognised in the Group’s consolidated income statement. In addition an impairment of $2.7m (£1.8m) has
been recognised against the investment in respect of the loan.
105
17 Investment in associates continued

Additions continued
On 1 October 2009, the Group acquired an equity interest of 19.88% in Amias Berman Holdings Pte Limited and subsidiaries
01 – 15
ICAP in ten
(Amias Berman), a fixed income brokerage business based in Singapore, with operations in the UK and Hong Kong, for an initial
consideration of £1,000.
In the period to 31 March 2010, Amias Berman suffered a trading loss of which the Group’s share was £1.3m. The trading loss
has been offset against the Group’s investment in Amias Berman reducing the carrying value to £nil and the Group has
recognised a loss of £0.3m in the consolidated income statement.
The Group has also acquired a call option for a nominal value of $1. Although the Group has no plans to exercise this call, it
provides the Group with the right to acquire a further 31.12% equity interest after two years. In the event that such a decision
is taken, on exercise, the remaining shareholders will have the right thereafter to put and ICAP the right to call their shares at a
price determined in accordance with a pre-agreed formula linked to the business’s performance.
17 – 41
Business review
The call option is recognised as a financial instrument in non-current trade and other receivables and was initially recorded at its
fair value of $1. The option has been revalued as at 31 March 2010 to a fair value of £4.5m. The revaluation change has been
recognised in the second column, “amortisation and impairment of intangibles arising on consolidation”, of the consolidated
income statement on the “share of profits of associates” line.
On 31 December 2009 the Group invested $0.5m for a 49% interest in CLS Aggregation Services LLC, a US limited liability
partnership. The partnership is to provide post trade services to the FX market. The Group is responsible for providing all
technical and product services for a fixed fee and is entitled to royalty income of 49% of net revenue.
Transfer from available-for-sale
As of 1 April 2009, the Group has a significant influence over the financial and operating policies of Amanah Butler Malaysia
Sdn Bhd (Amanah Butler) and, accordingly, had transferred its investment in this business from available-for-sale investments
to investment in associates at its book value of £0.5m. Amanah Butler operates a voice money broker in Malaysia and the
43 – 63
Governance
Group owns 32.1% of the equity.
Transfer to subsidiary
On 24 March 2010, the Group completed the acquisition of the 61.78% of TriOptima which it did not previously own.
TriOptima is now regarded as a subsidiary company and accordingly the investment in associate has been transferred to
investment in subsidiaries (note 14). The previously recognised profit of £10m, accounted for under the equity method,
has been reversed through other comprehensive income. The assets and liabilities of TriOptima have been removed from
the analysis of assets and liabilities of associates, in the table below, and fully consolidated within the Group’s balance sheet.
The acquisition of the remaining interest has resulted in the Group’s share of the identifiable assets and liabilities acquired in
the previous transaction being revalued with the adjustment of £45m recognised in other comprehensive income.
The Group has recognised its share of the profit after tax for the period to 24 March 2010 in the “share of profits of associates
65 – 140
after tax” line. Profits after 24 March 2010 have been fully consolidated within the Group’s consolidated income statement.
141 – 143

continued
17 Investment in associates continued

Summary financial information for associates
The Group’s share of associates’ assets, liabilities and profit is given below:
As at As at
31 March 31 March
2010 2009
£m £m
Assets 18 3,062
Liabilities (9) (3,047)
Net assets 9 15
Goodwill and intangible assets arising on consolidation 19 23
Prior year profits not recognised 2 −
Net investment in associates 30 38

31 March 31 March
2010 2009
£m £m
Revenue 35 36
Operating expenses (25) (26)
Operating profit 10 10
Net finance income – 1
Profit before tax 10 11
Tax (3) (4)
Share of profit of associates after tax 7 7
Details of the Group’s associates are listed in note 36(d).

The Group has recognised a charge against the investment in BSN Holdings Limited in the year as the amount received on the
preferred brokerage agreement in the year has exceeded the Group’s entitlement to dividends and net assets of the business.
Therefore, as at 31 March 2010 the Group is not entitled to any of the net assets of the business.
107
18 Available-for-sale investments
01 – 15
ICAP in ten
31 March 31 March
2010 2009
£m £m
As at 1 April 41 34
Additions 1 21
Transfer to associates (note 17) (1) −
Disposals (15) (21)
Revaluation to fair value in the year recognised in other comprehensive income – (1)
Exchange adjustments 2 8
17 – 41
Business review
Non-current
− listed 1 1
− unlisted 26 35
27 36
Current
− listed 1 1
− unlisted – 4
1 5
Total 28 41
43 – 63
Governance
Available-for-sale investments include the following:
Listed securities
Equities listed in the US 1 1
Equities listed in the rest of the world 1 1
Total listed securities 2 2
Unlisted securities
Cash related instruments 2 15
Equity investments 22 22
65 – 140
Other 2 2
Total unlisted securities 26 39
Total 28 41
Available-for-sale investments are denominated in the following currencies:

Other
Pound sterling Dollar Euro Yen currencies Total
£m £m £m £m £m £m
As at 31 March 2010 9 3 12 1 3 28
141 – 143
As at 31 March 2009 8 6 13 1 13 41
The fair value of unlisted securities is based on cost less any provision for impairment.
The Group owns 40.0% of the ordinary share capital of KAF-Astley & Pearce Sdn Bhd, a voice broking company based in
Malaysia. This investment is not regarded as an associate as the Group does not exert significant influence on the investment,
and it is included within unlisted investments above.
The interest rate profile of the Group’s financial assets together with discussion of risk management are included in note 24.

continued
19 Trade and other receivables
Group Group Company Company

as at as at as at as at
2010 2009 2010 2009
£m £m £m £m
Non-current receivables
Derivative financial instruments 17 − – −
Other receivables 18 14 – −
Total 35 14 – −
Current receivables
Matched principal trade receivables 58,632 30,454 – −
Deposits paid for securities borrowed 1,034 880 – −
Other trade receivables 209 216 – −
Impairment of other trade receivables (4) (4) – –
Financial assets held at fair value through profit or loss 1 5 – −
Derivative financial instruments 3 − – −
Amounts owed by subsidiaries (note 32) – − 36 37
Amounts owed by associates (note 32) 20 4 – −
Other receivables 113 102 – −
Prepayments 93 82 – −
60,101 31,739 36 37
Matched principal transactions are those where the Group acts in a non-advisory capacity as principal in the commitment to
purchase and sell securities and other financial instruments through two or more transactions between our customers. Such
trades have no contractual settlement date and are complete only when all sides of the transaction are settled, and therefore an
aged analysis of matched principal trade receivables is not appropriate. Substantially all matched principal receivables and
payables settle within a short period of time, usually within three days of trade date. Any unsettled trades that have gone
beyond their normal settlement date remain in matched principal receivables or payables as appropriate.
Deposits paid for securities borrowed represents the cash paid as collateral in a stock lending transaction. The Group acts as an
intermediary between our customers for collateralised stock lending transactions. Such trades are complete only when both the
collateral and stock for each side of the transaction are returned. The gross amounts of collateral due and receivable are
disclosed on the balance sheet (notes 20 and 24).
Financial assets held at fair value through profit or loss relate to the Group’s investment in the Pronous fund which is currently
in the process of being wound up in an orderly manner. The Group expects this liquidation to be completed in the coming year.
As at 31 March 2010 and 31 March 2009, the fair value of trade and other receivables is not materially different from their
book values.
Amounts owed by associates includes an interest free loan of £7m to Amias Berman, a $19.5m (£13m) investment in the
redeemable preference shares issued by Ticonderoga, a subsidiary of Walker St Securities, and £5m of other loans to
associates. An adjustment of £5m has been made in respect of the recovery of these amounts.
Other trade receivables represent amounts receivable in respect of agency business and information services. As at 31 March
2010 the following other trade receivables were past their normal settlement date but had not been impaired.
As at As at
31 March 31 March
2010 2009
£m £m
Over 30 days, but less than 90 days 48 44
Over 90 days, but less than 180 days 8 11
Over 180 days 4 5
60 60
109
19 Trade and other receivables continued

The impairment provision is based on historical data for the trade receivables of the Group and represents the expected
reduction in the amount receivable as a result of invoicing errors and other disputes and specific provisions for doubtful debts.
01 – 15
ICAP in ten
31 March 31 March
2010 2009
£m £m
As at 1 April 4 1
Charged to the consolidated income statement in the year 1 4
Released to the consolidated income statement in the year (1) (1)
As at 31 March 4 4
The table below gives an indication of the concentration of the Group’s trade receivables by currency:
17 – 41
Business review
As at 31 March 2010
Trade receivables
Other
£m £m £m £m £m £m
Matched principal trade
receivables 3,317 42,772 6,112 5,071 1,360 58,632
Deposits paid for securities
borrowed – 1,034 – – – 1,034
Other trade receivables (net) 40 115 31 4 15 205
3,357 43,921 6,143 5,075 1,375 59,871
43 – 63
Governance
As at 31 March 2009
Trade receivables
Other
£m £m £m £m £m £m
Matched principal trade receivables 1,637 19,661 3,627 4,091 1,460 30,476
Deposits paid for securities borrowed − 880 − − − 880
Other trade receivables (net) 40 117 30 5 20 212
1,677 20,658 3,657 4,096 1,480 31,568
65 – 140
The interest rate profile of the Group’s financial assets together with discussion of risk management are included in note 24.
141 – 143

continued
20 Trade and other payables
Group Group Compamy Company

2010 2009 2010 2009
£m £m £m £m
Current payables
Matched principal trade payables 58,626 30,446 – −
Deposits received for securities loaned 1,034 865 – −
Other trade payables 4 7 – −
Amounts owed to subsidiaries – − 660 614
Amounts owed to associates 2 2 – −
Derivative financial instruments 6 48 – −
Accruals 339 328 – −
Other tax and social security 25 17 – −
Deferred income 14 12 – −
Other payables 28 65 – −
Deferred consideration (note 14(a)) 7 − – −
Contingent deferred consideration (note 14(c)) 13 17 – −
60,098 31,807 660 614
Non-current payables
Accruals 24 26 – −
Contingent deferred consideration (note 14(c)) 6 31 – −
Other payables – − 140 140
30 57 140 140
As at 31 March 2010 and 2009, the fair value of trade and other payables is not materially different from their book values.
The interest rate and maturity profiles of the Group’s financial liabilities together with discussion of risk management are
included in note 24.
Matched principal trade payables and deposits received for securities loaned are described in note 19.
111
21 Deferred tax
The movement in the deferred tax balance is as follows:
01 – 15
ICAP in ten
31 March 31 March
2010 2009
£m £m
As at 1 April (124) (48)
Amounts charged to the consolidated income statement (12) (33)

Adjustments credited to the consolidated income statement in respect of prior years 1 −
Amounts credited to the consolidated income statement in respect of amortisation of intangible assets
arising on consolidation 20 22
Amounts recognised on the revaluation of available-for-sale investments – 1
17 – 41
Business review
Amounts recognised on share-based payments (1) (4)
On acquisition of subsidiaries (31) (30)
Exchange adjustments 7 (32)
As at 31 March (140) (124)
The net deferred tax balance is represented by:
Deferred tax assets 34 ( 40)
Deferred tax liabilities (174) (164)
As at 31 March (140) (124)
Deferred tax assets and liabilities comprise:
43 – 63
Governance
Accelerated capital allowances 8 7
Other timing differences − assets 26 33
Other timing differences − liabilities (30) (25)
Liabilities on intangible assets arising on consolidation (144) (139)
(140) A( )
(124)
65 – 140
141 – 143

continued
22 Borrowings
Long-term borrowings
year ended year ended year ended year ended
2010 2009 2010 2009
£m £m £m £m
As at 1 April 270 97 – –
New long-term borrowings 257 285 – 285
Issue costs capitalised (3) − – −
Amortisation of issue costs 1 − – −
Repaid in the year (135) (150) – (285)
Exchange adjustment 3 38 – −
Fair value hedging adjustment 2 − – −
As at 31 March 395 270 – −
Analysis of long-term borrowings
Subordinated loan notes repayable 2015 127 135 – −
Five year senior notes 268 − – −
Amortising term loan – 135 – −
As at 31 March 395 270 – −
In June 2005, the Group issued $225m of guaranteed subordinated loan notes repayable in 2015. The issue consisted of $32m
floating rate notes and a further $193m of notes with a fixed coupon of 5.84% for the first five years and LIBOR plus 1.95%
thereafter. In June 2007 the Group redeemed the floating rate notes at par. The carrying value of the loan notes of £270m
includes a fair value hedging adjustment of £2m relating to the mark-to-market of the interest rate portion of the notes. The
balance of £268m is net of fees of £2m.
In April 2008, the Group entered into a 364-day, £150m term loan with The Royal Bank of Scotland plc to finance the
acquisition of Link. The Group subsequently restructured the loan into a £135m amortising term loan on 17 November 2008.
The restructured term loan was priced at LIBOR plus 3.0% and was repaid on 28 July 2009. The weighted average effective
interest rate for the year was 3.8% (31 March 2009 − 6.0%).
On 28 July 2009, the Group issued €300m of five-year senior notes (the “Notes”) with a coupon of 7.5% under its Global
Medium Term Note programme. The Notes were issued at a price of €99.496, accounted for using the effective interest rate
base and shown net of both this discount and fees of £2m directly attributable to the issue. The Notes rank as senior obligations
of the issuer and provide the investors, following a change of control in the Company, with the right to put the Notes at par in
the event that the rating assigned to the Notes falls below investment grade. The Notes are listed and traded on the London
Stock Exchange’s regulated market. At 31 March 2010 the Notes were rated BBB+ by Fitch and Baa2 by Moody’s. In the event
that either of these ratings fall below investment grade the coupon payable on the Notes will increase by 1.25% until such time
as an investment grade rating is restored.
To enable the Group to manage the translational exposure which arises as a result of the Notes being denominated in euros and
to meet its risk management objective of minimising both interest cost and the impact of interest volatility on its consolidated
income statement, the Group entered into a number of cross-currency swaps to convert its obligations over the life of the
Notes from euros to pound sterling. The first €100m of the Notes have been swapped from a fixed euro-denominated coupon
of 7.5% to a fixed pound sterling denominated coupon of 8.58% and the remaining €200m from a fixed euro-denominated
coupon of 7.5% to a floating pound sterling denominated coupon of six month LIBOR+ 4.92%. The fixed to fixed swaps have
been accounted for as a cash flow hedge and at 31 March 2010 have a fair market value of £2m (2009 – nil). These swaps
offset the effect of FX on the Notes, which resulted in a nil charge being recognised in the consolidated income statement and
£3m in other comprehensive income during the year. The fixed to floating swaps have been treated as a fair value hedge, have
a fair market value of £11m (2009 – nil) at 31 March 2010 and resulted in a net £2m gain being recognised in the
consolidated income statement during the year.
113
22 Borrowings continued
Short-term borrowings and overdrafts
01 – 15
ICAP in ten
2010 2009 2010 2009
£m £m £m £m
Bank overdrafts – 14 – –
Revolving credit facility – net of fees 217 275 – –
European commercial paper 40 – 40 –
257 289 40 –
In March 2008, the Group entered into a three-year unsecured revolving credit facility of which £473m is available for general
corporate purposes including the financing of acquisitions, with the remaining $94m used as a swingline to meet margin calls.
17 – 41
Business review
The drawings under the revolving credit facility as at 31 March 2010 of £217m (2009 – £277m) are net of capitalised fees of
£nil (2009 – £2m). To take advantage of lower short-term interest rates, the amounts drawn as at 31 March 2010 were for a
one-week period and have been included within short-term borrowings. The facility carries a floating interest rate of LIBOR plus
0.45% with an additional 0.10% payable dependent on the debt to earnings ratio. The weighted average effective interest rate
for the year was 1.0% (2009 – 3.5%).
On 7 May 2010, the Group refinanced its existing £473m three-year unsecured revolving credit facility and $94m swingline
with a new $880m revolving credit facility incorporating an up to $200m swingline facility, and matures on 31 May 2013.
The facility carries a floating interest rate at LIBOR plus 2% with an additional 0.50% payable dependent on the debt to
earnings ratio.
During March 2009, the Group put in place a €500m European commercial paper programme to provide access to short-term
43 – 63
Governance
liquidity to provide an alternative mechanism to finance the Group’s working capital and margin requirements. At 31 March
2010 the Group had in issue €45m (£40m) (2009 – nil) from the programme which is due to be repaid by June 2010. The
weighted average effective interest rate was 1.0%.
Bank overdrafts are for short-term funding and are repayable on demand, and are generally being repaid within a very short
time period.
The Group’s bank facilities contain a number of customary financial and operational covenants. The Group remained in
compliance with the terms of these covenants throughout the year ended 31 March 2010.
Under the terms of the Group’s bank financings, the Company is required to remain as the ultimate holding company in the
Group. A change in ownership of the Company could result in the Group’s new three-year unsecured revolving credit facility
becoming repayable.
65 – 140
The fair value of the short-term borrowings is not materially different from their book values.
Group Group
as at as at
31 March 31 March
2010 2009
Maturity of undrawn committed borrowing facilities £m £m
Within one year – –
Between one and two years 318 336
Between two and five years – –
141 – 143
As at 31 March 2010, the Company was rated BBB+ by Fitch and Baa2 by Moody’s. There has been no changes in ratings since
31 March 2009.
The interest rate, currency and maturity profiles of borrowings together with discussion on risk management are included in
note 24.

continued
23 Provisions
Property Holiday pay Legal Other Total

£m £m £m £m £m
As at 1 April 2009 7 5 – 10 22
Amounts recognised on the acquisition of subsidiaries 1 – 46 – 47
Amounts charged against provisions (2) – – – (2)
Recognised in the consolidated income statement 1 – – 23 24
Released to the consolidated income statement (2) – – (4) (6)
Exchange adjustment (1) – 7 – 6
As at 31 March 2010 4 5 53 29 91
Property Holiday pay Other Total

£m £m £m £m
As at 1 April 2008 1 4 11 16
Amounts charged against provisions (1) − (1) (2)
Recognised in the consolidated income statement 6 1 2 9
Released to the consolidated income statement − − (2) (2)
Exchange adjustment 1 − − 1
As at 31 March 2009 7 5 10 22
As at As at
31 March 31 March
2010 2009
£m £m
Included in current liabilities 36 20
Included in non-current liabilities 55 2
91 22
Property provisions outstanding at 31 March 2010 relate to property dilapidations in London that are not expected to be
fully utilised until 2017. The provision for surplus property in London and Asia Pacific has been substantially utilised in the
current year.
The holiday pay provision represents the value of employees’ unused holiday entitlement at the end of the reporting period.
Legal provisions represents amounts for certain claims brought against subsidiaries of the Group in relation to certain tax
matters. The provisions were those that have been acquired by the Group on the acquisition of subsidiary undertakings.
At the present time the timing of any payment is uncertain and the matter is being reviewed by the Group on a regular basis.
In the directors’ opinion, after taking legal advice, the outcome of these legal claims will not give rise to any significant loss
beyond the amounts provided at 31 March 2010.
Other provisions include obligations for certain employee related costs, including those related to the discontinuance of the
European and Asia Pacific full service agency cash equities businesses (as set out in note 6), and pension arrangements in the
Group which are expected to be discharged over the next two years.
115
24 Financial risk management

Group
The Group operates internationally and is exposed to a variety of financial risks including credit, liquidity, currency, interest
01 – 15
ICAP in ten
rate and market price risk. The Group’s funding and exposure to interest rate and FX rate risk are managed by the Group’s
treasury function in accordance with a policy framework approved by the finance committee. The framework lays out
the Group’s appetite for risk and the steps to be taken to manage these risks. The finance committee receives bi-monthly
reports on the activities of the treasury function and is also responsible for approving significant transactions such as new
financing arrangements or changes to the Group’s hedging strategy. The group risk committee sets and monitors treasury’s
counterparty limits.
The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the Group’s financial performance by using derivative instruments to lower funding costs, alter
interest rate exposures arising as a result of mismatches between assets and liabilities or to achieve greater certainty of future
costs. The use of derivatives forms part of the Group’s overall risk management framework as determined by the board through
17 – 41
Business review
the group risk and finance committees.
(a) Financial assets and liabilities
The carrying value less impairment of trade receivables and payables are assumed to approximate to their fair values due to
their short-term nature.
As at 31 March 2010 and 2009, the fair values of financial assets are not materially different from their book values.
Classification of financial assets as at 31 March 2010
Held for Hedging Designated as Available- Loans and
trading instrument fair value for-sale receivables Total
£m £m £m £m £m £m
Cash and cash equivalents – – – – 504 504
43 – 63
Governance
Available-for-sale financial assets – – – 28 – 28
Matched principal trade receivables – – – – 58,632 58,632
Deposits paid for securities
borrowed – – – – 1,034 1,034
Other trade receivables (net) – – – – 205 205
Held at fair value through profit
or loss – – 1 – – 1
Derivative financial instruments 5 15 – – – 20
Amounts owed by associates – – – – 20 20
Other receivables – – – – 91 91
65 – 140
5 15 1 28 60,486 60,535
Classification of financial assets as at 31 March 2009

Held for Designated as Available- Loans and
trading fair value for-sale receivables Total
£m £m £m £m £m
Cash and cash equivalents − − − 433 433
Available-for-sale financial assets − − 41 − 41
Matched principal trade receivables − − − 30,454 30,454
Deposits paid for securities borrowed − − − 880 880
Other trade receivables (net) − − − 212 212
141 – 143
Held at fair value through profit or loss − 5 − − 5

Derivative financial instruments − − − − −
Amounts owed by associates − − − 4 4
Other receivables − − − 114 114
− 5 41 32,097 32,143

continued
24 Financial risk management continued

(a) Financial assets and liabilities continued
Financial assets can be reconciled to the balance sheet as follows:
As at As at
31 March 31 March
2010 2009
£m £m
Trade and other receivables:
current receivables (note 19) 60,101 31,739
non-current receivables (note 19) 35 14
Available-for-sale financial assets (note 18) 28 41
Cash and cash equivalents (note 33(b)) 504 433
Excluded:
non-financial other receivables (40) (2)
prepayments (93) (82)
60,535 32,143
Prepayments and certain items included within other receivables are not defined as financial assets under IAS39.
Assets classified as fair value through profit or loss in accordance with the accounting policy in note 2(i) have been analysed in
note 24(a) as held for trading and designated as fair value.
As at 31 March 2010 and 2009, the fair values of financial liabilities, with the exception of long-term borrowings, are not
materially different from their book values.
Classification of financial liabilities as at 31 March 2010
Held for Hedging Amortised
trading instruments cost Total
£m £m £m £m
Matched principal trade payables – – 58,626 58,626
Deposits received for securities loaned – – 1,034 1,034
Other trade payables – – 4 4
Derivative financial instruments 2 4 – 6
Amounts owed to associates – – 2 2
Other payables – – 25 25
Contingent deferred consideration – – 19 19
Deferred consideration – – 7 7
Accruals – – 363 363
Borrowings and overdrafts – – 652 652
Provisions – – 32 32
2 4 60,764 60,770
Classification of financial liabilities as at 31 March 2009

Held for Hedging Amortised
trading instruments cost Total
£m £m £m £m
Matched principal trade payables − − 30,446 30,446
Deposits received for securities loaned − − 865 865
Other trade payables − − 7 7
Derivative financial instruments 1 47 − 48
Amounts owed to associates − − 2 2
Other payables − − 65 65
Contingent deferred consideration − − 48 48
Accruals − − 354 354
Borrowings and overdrafts − − 559 559
Provisions − − 12 12
1 47 32,358 32,406
117

(a) Financial assets and liabilities continued
Financial liabilities can be reconciled to the balance sheet as follows:
01 – 15
ICAP in ten
As at As at
31 March 31 March
2010 2009
£m £m
Trade and other payables:
Current payables 60,098 31,807
Non-current payables 30 57
Borrowings and overdrafts (note 22) 652 559
Provisions (note 23) 91 22
Excluded:
Non-financial other provisions (59) (10)
17 – 41
Business review
Non-financial other payables (3) −
Other tax and social security (25) (17)
Deferred income (14) (12)
60,770 32,406
Taxes payable, deferred income and certain provisions are not classified as financial liabilities under IAS39.
(b) Credit risk
The Group is exposed to credit risk in the event of non-performance by counterparties in respect of its agency, matched
principal, exchange trades and corporate treasury operations.
43 – 63
Governance
The risk in respect of the agency, post trade risk and information businesses is limited to the collection of agency commission
and transaction fees and is managed proactively by the Group’s credit control function. The exposure to credit loss is limited to
the carrying value of the receivable. Concentration is limited since the customer base is both large and unrelated. No significant
concentrations of risk existed at any time during the year.
The matched principal business involves the Group acting as a counterparty on trades which may involve one or more financial
instruments and/or counterparties. The Group manages its credit risk in respect of these transactions by having policies and
procedures in place to ensure that the risks inherent in all trades are matched and that appropriate credit limits have been set
and are monitored at entity, company and country level to restrict the exposure to potential loss, transacting on a delivery
versus payment basis and settling the majority of trades through a central counterparty.
The credit risk on core cash and cash equivalents and derivative financial instruments is limited by the Group’s policy of requiring
its corporate treasury transactions to be undertaken with financial institutions which have been approved by the group risk
65 – 140
committee and which are investment grade rated or better by one or more recognised credit rating agencies. There were no
significant concentrations of risk at the year end.
The Group does not have any significant credit risk exposure to any single counterparty. The Group’s gross counterparty
risk did not exceed 18% of Group capital at any time during the year. After taking into account the probability of default of
counterparties, the equivalent usage of capital was less than 1% of Group capital.
At least 85% of the Group’s counterparty risk is with institutions which have an internal rating of nine or higher – corresponding
to an external credit rating of investment grade or better (BBB–). The remaining counterparties are closely monitored and have
strict trading limits.
The maximum exposure to credit risk for the Group is represented by the total fair value of the financial assets plus other
141 – 143
off-balance sheet items as disclosed below:

As at As at
31 March 31 March
2010 2009
£m £m
Financial assets of the Group 60,533 32,143
Guarantees given to counterparties 197 122
60,730 32,265

continued

(b) Credit risk continued
The Group holds cash deposits from a number of counterparties as collateral against their trading lines with the Group. As at
31 March 2010 this amounted to £21m (2009 – £26m). The Group’s cash balance includes £60m which is collateral placed
with clearers and other organisations to facilitate the Group’s clearing and settlement activities.
Collateral pledged and received as a result of the stock lending business is disclosed in trade and other receivables and trade and
other payables (notes 19 and 20).
(c) Liquidity risk management
Through the finance committee, the board regularly reviews the liquidity demands of the Group with the objective of ensuring
that each entity has access to appropriate forms of liquidity to meet their forecast regulatory, commercial and settlement
requirements and that the Group, in totality, has sufficient headroom to provide constant access, even in periods of market
turmoil, to an appropriate level of cash, other forms of marketable securities and committed funding lines to enable it to finance
its ongoing operations, proposed acquisitions and other reasonable unanticipated events on cost-effective and attractive terms.
At 31 March 2010, the Group had gross debt of £652m (2009 – £559m) and cash and cash equivalents of £504m (2009 –
£433m). It is the Group’s policy to only hold cash necessary to meet local regulatory, commercial, settlement and short-term
working capital requirements and for excess cash to be used to minimise gross debt. Cash has increased from 31 March 2009
due to expansion into new businesses, cash held in the newly acquired TriOptima over the year end, cash in the Group’s Brazilian
operations and increased cash held centrally for potential liquidity calls.
The Group invests its cash balances in a range of capital protected instruments including money market deposits, AAA liquidity
funds and government bonds with the objective of optimising the return, while having regard to security, liquidity and
counterparty risk. With the exception of some small, local cash management balances, surplus cash is invested with strong
investment grade institutions which have an equivalent credit rating of A or better. Counterparty limits applied are reviewed by
the finance and group risk committees.
Although the Group does not undertake proprietary trading, it is subject to a combination of margin and collateral requirements
of the clearing houses or exchanges used to settle certain client trades. The most significant margin requirements arise in the
US where, as part of its broking business, it provides clearing services to clients and is required to deposit margin with the FICC
and NSCC. During the year to 31 March 2010, these deposits averaged $50m. The deposits are met through a combination of
internal cash resources and the $94m swingline facility (note 22). The Group has no other material margin requirements on a
routine basis.
To provide protection against unexpected events, the Group has traditionally maintained minimum core liquidity, in the form of
cash and undrawn debt facilities, of £150m ($250m). The headroom remained undrawn throughout the year. At 31 March
2010, the Group had committed headroom under its core credit facilities of £318m (2009 – £336m).
The table below shows the maturity profile of the Group’s financial liabilities based on the contractual amount payable on the
date of repayment:
Maturity of financial liabilities as at 31 March 2010
Less than Three months One to Greater than
three months to one year five years five years Total
£m £m £m £m £m
Matched principal trade payables 58,626 – – – 58,626
Deposits received for securities loaned 1,034 – – – 1,034
Other trade payables 4 – – – 4
Derivative financial instruments 3 3 – – 6
Amounts owed to associates 2 – – – 2
Other payables 25 – – – 25
Contingent deferred consideration – 13 6 – 19
Deferred consideration 7 – – – 7
Accruals 243 95 25 – 363
Borrowings and overdrafts 257 – 395 – 652
Provisions – 28 4 – 32
60,201 139 430 – 60,770
119

(c) Liquidity risk management continued
Maturity of financial liabilities as at 31 March 2009
01 – 15
ICAP in ten
Less than Three months One to Greater than
three months to one year five years five years Total
£m £m £m £m £m
Matched principal trade payables 30,446 − − − 30,446
Deposits received for securities loaned 865 − − − 865
Other trade payables 7 − − − 7
Derivative financial instruments 15 29 4 − 48
Amounts owed to associates 2 − − − 2
Other payables 64 1 − − 65
Contingent deferred consideration 17 − 31 − 48
Accruals 328 − 26 − 354
17 – 41
Business review
Borrowings and overdrafts 289 − 270 − 559
Provisions 3 7 2 − 12
32,036 37 333 − 32,406
The total financial liabilities payable is higher than the amount recognised in trade and other payables as the gross amounts
payable have been disclosed, rather than the net present value used in determining trade and other payables.
(d) Currency risk
The Group presents its consolidated financial statements in pound sterling and conducts business in a number of other
currencies, principally the dollar and euro. Consequently the Group is exposed to FX risk due to exchange rate movements
which affect the Group’s transactional revenues and the translation of the earnings and net assets of its non-pound sterling
43 – 63
Governance
operations.
(i) Transactional exposures
The Group’s policy is for subsidiaries with pound sterling functional currency to hedge their main transactional exposures,
which are the dollar and the euro, through a combination of forward FX contracts and options for up to two years forward.
A maximum of 100% of the forecast exposure is hedged for the first 12 months, 75% for the following six months and 25%
thereafter. The Group’s other transactional exposures are monitored and, where deemed appropriate, hedged for a period
of 12 months forward.
The Group aims to achieve hedge accounting wherever possible with any gain or loss on the hedge recognised in other
comprehensive income to the extent it is highly effective and recycled to the consolidated income statement at the same
time as the underlying hedged transaction affects the consolidated income statement. Any ineffectiveness is taken to the
65 – 140
consolidated income statement in accordance with IAS39. Where hedge accounting is not achieved, all fair value gains or
losses are immediately recognised in the consolidated income statement.
The Group has contracts in place, designated as cash flow hedges under IAS39 where appropriate, covering approximately 79%
of its forecast dollar transactional exposure for the year to 31 March 2011 at $1.51. Approximately 84% of the Group’s euro
exposure has been hedged for the year to 31 March 2011 at €1.14 and 25% of its exposure to 31 March 2012 at €1.12.
An analysis of the Group’s hedging instruments is given below.
(ii) Balance sheet translational exposure
The Group is exposed to balance sheet translational exposures at the local entity level where the local statement of financial
position may contain monetary assets or liabilities denominated in a currency other than the entity’s functional currency. It is
the Group’s policy to hedge up to 100% of these exposures using a mix of foreign currency swaps and forward FX contracts
141 – 143
and these are designated as hedges under IAS39 where appropriate.

Balance sheet translational exposures also arise on consolidation as a result of the retranslation of the balance sheet of
the Group’s non-pound sterling operations, principally dollar and euro, into pound sterling, the Group’s presentational currency.
The Group’s general policy is not to actively manage these exposures, as active management using instruments with a shorter
tenor than the underlying net asset can give rise to a net cash outflow. However, from time to time it will use FX forwards,
cross currency swaps or non-pound sterling denominated borrowings to mitigate this exposure. During the financial year ended
31 March 2010, the Group designated the subordinated loan notes as a hedging instrument against the underlying dollar exposure.
In the prior year the Group designated the subordinated loan notes and also part of its dollar denominated bank borrowings as a
hedge between August 2008 and February 2009. Any gains or losses on revaluation are recognised directly in other comprehensive
income to offset the revaluation of the net investment. As at 31 March 2010 this exposure was $0.9bn (2009 – $0.8bn)
including intangible assets arising on consolidation, but before $0.2bn of hedging (2009 – $0.2bn). The net cash impact, being
the proportion of the borrowings which relate to the cumulative losses recognised in other comprehensive income attributable
to the net investment hedges for the 12 months to 31 March 2010 was £nil and in the prior year was £32m.

continued

(d) Currency risk continued
(ii) Balance sheet translational exposure continued
During the year ended 31 March 2010, with respect to pound sterling, the dollar depreciated by 6% and the euro depreciated
by 4%. In accordance with IAS21 “The Effects of Changes in Foreign Exchange Rates”, the resulting translational exchange
difference is included within the £41m exchange loss taken directly to retained earnings, as disclosed in the consolidated
statement of comprehensive income. The Group does not have foreign operations whose functional currency are considered
hyperinflationary and would therefore require adjusting to state all items in the measuring unit current at the reporting date.
The table below shows the actual impact on the Group’s 2010 results of the movement during the year of the dollar and euro
exchange rates in terms of transactional and translational exposure.
Dollar Euro Total
£m £m £m
Operating profit 38 13 51
Equity 34 7 41
(iii) Earnings translation exposures

The Group does not hedge the translation of those profits or losses earned by its non-pound sterling operations.
The table below shows the anticipated impact on the Group’s 2011 results of a 10 cent strengthening in the dollar and euro in
terms of transactional and translational exposure.
Dollar Euro Total
£m £m £m
Operating profit 22 17 39
Equity 44 27 71
The principal exchange rates which affect the Group, expressed in currency per pound sterling, are shown below:
Closing rate Closing rate Average rate Average rate
as at as at year ended year ended
2010 2009 2010 2009
Dollar 1.52 1.43 1.59 1.72
Euro 1.12 1.08 1.13 1.21
Yen 141.74 141.57 147.35 174.74
(iv) Derivative financial instruments

It is the Group’s policy to hedge a proportion of its transactional dollar and euro exposures with forward FX contracts. Where
these are designated and documented as hedging instruments in the context of IAS39 and are demonstrated to be effective,
mark-to-market gains and losses are recognised directly in other comprehensive income and transferred to the consolidated
income statement on recognition of the underlying item being hedged.
As at 31 March 2010 As at 31 March 2009
Assets Liabilities Assets Liabilities
£m £m £m £m
Forward FX contracts − cash flow hedges 2 (4) − (47)
Cross currency swaps − cash flow hedges 2 – − −
Cross currency swaps − fair value hedges 11 – − −
Other 5 (2) − (1)
20 (6) − (48)
Cross currency swaps relate to hedging the interest rate and FX risks of the Group for the €300m of five-year senior notes
(note 22).
No amounts (2009 – £nil) were recognised in the consolidated income statement in the year as a result of ineffective hedges.
The fair value of financial instruments traded in active markets is based on quoted market prices on the balance sheet date.
121

(e) Interest rate risk
The Group has an exposure to fluctuations in interest rates on both its cash positions and borrowings which it manages through
01 – 15
ICAP in ten
a combination of pound sterling and dollar debt drawn on fixed and floating rate terms. The Group’s objective is to minimise
interest cost and the impact of interest volatility on the Group’s consolidated income statement. In addition to debt, the Group’s
treasury policies also permit the use of derivatives including interest rate swaps, interest rate options, forward rate agreements
and cross currency swaps to meet these objectives. The details of the cross currency swaps are disclosed in note 22.
At 31 March 2010, after taking into account cross currency and FX swaps of the euro denominated five-year senior notes and
commercial paper, the Group had £156m of cash, £437m of floating rate debt and £90m of fixed rate debt denominated in
pound sterling, £232m of cash and £127m of fixed rate debt denominated in dollars (or currencies closely related to the dollar)
and £116m of cash denominated in other currencies. A 100 basis-points parallel movement in pound sterling LIBOR and LIBID
rates would impact profit after tax and other comprehensive income by £3m with a similar movement in dollar rates impacting
profit after tax and other comprehensive income by £2m. In the event that LIBOR and LIBID rates diverge, each 100 basis-
17 – 41
Business review
points movement (i.e. 50 basis-points movement in each) in pound sterling and dollar rates will impact profit after tax and
other comprehensive income by £3m and £1m respectively.
The details of the interest rate bearing financial liabilities are disclosed in note 22.
(f) Market price risk
The Group’s exposure to market price risk arises mainly through counterparties to matched principal and exchange traded
transactions failing to fulfil their obligations or through trade mismatches and other errors. The Group is also exposed to market
price risk in respect of its available-for-sale investments.
In matched principal transactions, the Group acts as an intermediary by serving as counterparty for identified buyers and sellers
in matching, in whole or in part, reciprocal back-to-back trades. In order to facilitate customer transactions and provide
liquidity, the Group may participate in certain marketplaces by posting quotations. On occasion, the act of posting quotations in
43 – 63
Governance
pursuit of customer orders can result in the Group becoming principal to unmatched trades.
In exchange traded transactions, the Group executes the trade as principal and then novates the contract to its client. A failure
by the client to accept the trade would result in the Group becoming exposed to market price risk.
The risk the Group faces in these situations is restricted to short-term price movements in the underlying instrument
temporarily held by the Group and movements in FX rates. Any such market price risk arising is identified, monitored and
reported to senior management on a daily basis and to the group risk committee. Policies and procedures are in place to reduce
the likelihood of such trade mismatches and, in the event that they arise, the Group’s policy is to liquidate or hedge and liquidate
these principal positions as soon as reasonably practicable.
The Group has limited exposure to market price risk on its available-for-sale financial assets as the majority of the Group’s
equity investments are not listed. The Group estimates that its sensitivity to movements in market price is not material.
65 – 140
(g) Fair value estimation

The Group’s assets and liabilities that are measured at fair value are financial assets at fair value through profit or loss and
derivative financial instruments.
Financial assets at fair value through profit or loss are valued at the most recent observable quoted price.
Derivative financial instruments are measured using inputs other than quoted prices that are observable for the asset or liability
indirectly (that is derived from prices available).
The following table presents the Group’s assets and liabilities that are measured at fair value as at 31 March 2010.
As at 31 March 2010
Level 1 Level 2 Level 3 Total
141 – 143
£m £m £m £m
Assets
Available-for-sale investment 2 – 26 28
Financial assets at fair value through consolidated income statement – – 1 1
Derivative financial instruments – 15 5 20
Total assets 2 15 32 49
Liabilities
Derivative financial instruments – (6) – (6)
Total liabilities – (6) – (6)

continued

Company
The Company’s approach to risk is governed by the overall Group policies on risk and the limited activities of the Company limit
its exposure to risk.
(a) Financial assets and liabilities
All of the Company’s financial assets are classified as loans and receivables and the financial liabilities are held at amortised cost.
The fair value of these assets and liabilities is not materially different from their book values.
(b) Credit risk
The Company is exposed to credit risk in the event of non-performance by counterparties. This risk is considered minimal as all
counterparties are Group companies and the risk of non-payment is viewed as low.
(c) Liquidity risk management
The Company seeks to ensure that it has constant access to an appropriate level of cash and funding to enable it to fund its
ongoing operations, proposed acquisitions and other reasonable unanticipated events on cost effective and attractive terms.
If the Company has any cash, it is loaned intra-group for further investment.
All of the Company’s financial liabilities are payable within three months, with the exception of subordinated loans owed to
subsidiaries of £140m, which have a maturity of more than five years.
(d) Currency risk
(i) Transactional exposures
The Company has an immaterial exposure to transactional exposure.
(ii) Balance sheet translational exposures
The Company is exposed to balance sheet translational exposures where the balance sheet contains assets or liabilities
denominated in a currency other than pound sterling. While it is the Group’s policy to hedge up to 100% of these exposures at
Group level, at Company level these exposures can affect the Company’s profit after tax.
The table below shows the Company’s net financial liabilities denominated in foreign currency and hence the Company’s
exposure to currency risk:
As at 31 March 2010
Dollar Euro Other Total
£m £m £m £m
Net financial liabilities – 40 – 40
As at 31 March 2009
Dollar Euro Other Total
£m £m £m £m
Net financial liabilities 14 − − 14
The Company estimates that a 10 cent movement in the euro/pound sterling exchange rate would result in a translational
impact of £3m on the profit after tax of the Company.
(e) Interest rate risk
The Company is exposed to interest rate movements as a result of issuance under its commercial paper programme
(see below). It is estimated that the impact of a 100 basis-points movement in interest rates would not have a significant
impact on the profit after tax of the Company.
The table below gives an indication of the interest rate profile of the financial assets of the Company:
As at 31 March 2010
At fixed At floating
Non-interest interest interest
bearing rates rates Total
£m £m £m £m
Amounts owed by subsidiaries 36 – – 36
123

(e) Interest rate risk continued
01 – 15
ICAP in ten
As at 31 March 2009
£m £m £m £m
Amounts owed by subsidiaries 37 − − 37
The table below gives an indication of the interest rate profile of the financial liabilities of the Company:
As at 31 March 2010
17 – 41
Business review
£m £m £m £m
Amounts owed to subsidiaries 800 – – 800
European commercial paper – – 40 40
Net financial liabilities 800 – 40 840
As at 31 March 2009
£m £m £m £m
Amounts owed to subsidiaries 754 − − 754
43 – 63
Governance
(f) Market price risk
The Company is not exposed to market price risk as it holds no listed investments.
25 Capital management
ICAP is an international business which provides brokerage, post trade risk and information services in a wide range of products
to professional counterparties. The business is subject to consolidated supervision by the FSA under the terms of the CRD.
In March 2007, ICAP obtained a waiver from the consolidated capital adequacy tests which have the effect of excluding
goodwill from the capital computation and, in so doing, allows the Group to undertake acquisitions using debt rather than equity
finance. The terms of the waiver, which runs until the end of March 2012, limits the Group’s ability to incur market risk and, in
65 – 140
effect, prohibits the Group from undertaking proprietary trading activities.

The Group’s Pillar 1 regulatory capital headroom represents the difference between the capital resources of the Company, on a
stand-alone basis, and the regulatory capital requirements of the Group calculated, in accordance with the requirements of the
waiver, on an aggregate basis.
The Group’s Pillar 1 regulatory capital requirement calculated under the CRD waiver is relatively stable. However, as a result
of timing differences in the receipt of dividends from subsidiaries and the payment to ICAP’s shareholders, the Group’s
regulatory capital and consequently the Pillar 1 headroom may fluctuate. As at 31 March 2010 the Group had in excess of
£500m of Pillar 1 headroom.
CRD requires ICAP, under Pillar 2, to evaluate the risks facing the business and to determine whether the Pillar 1 capital is
141 – 143
sufficient to cover any expected losses. The Group has developed a scenario-based model which utilises data provided by
the business to assess the economic capital required to cover the expected risks and, at 31 March 2010, viewed the Pillar 1
capital as sufficient to cover the identified risks. The analysis of economic capital is documented in the Group’s Internal
Capital Adequacy Assessment Process (ICAAP) which is required by the FSA, regularly updated and formally approved by the
board annually.

continued
25 Capital management continued

In general, higher levels of market volatility result in increased demand for the Group’s brokerage and post trade risk and
information. From a regulatory capital perspective, however, the impact is significantly dampened by the fact that much of this
incremental business occurs in markets which operate on a name give-up basis or are cleared through a central counterparty.
Therefore, we would expect any increase in activity to have a limited impact on the Group’s capital resource requirement and,
as such, absent a material acquisition, loss of the waiver or a change in the basis of computation, existing capital resources are
viewed as sufficient to both operate and grow the business.
The Group manages its capital to ensure that entities in the Group meet their local regulatory requirements, while maximising
the return to shareholders through the optimisation of the debt and equity balance. The capital structure of the Group consists
of debt which includes borrowings (note 22), cash and cash equivalents (note 33(b)) and equity (note 28). At 31 March 2010,
the Group’s net debt was £148m (2009 – £126m) (note 33(c)).
The Group’s finance committee reviews the capital structure on a regular basis. As part of this review, the committee considers
the cost of capital and the risks associated with each class of capital. Based on the recommendations of the committee, the
Group balances its overall capital structure through the payment of dividends, new share issues and share buybacks, as well as
taking on new debt or refinancing existing debt.
A number of the Group’s trading companies are subject to regulation in the jurisdiction in which they operate, principally by the
FSA in the UK and the SEC/FINRA in the US. All such companies have complied with their regulatory capital requirements
throughout the year.
26 Share capital
(a) Authorised share capital of the Company
Number of Nominal Number of Nominal
shares value shares value
millions £m millions £m
Equity share capital
Ordinary shares of 10p each 1,100 110 900 90
1,100 110 900 90
(b) Issued share capital

Number of Nominal Number of Nominal
shares value shares value
Allotted, called up and fully paid millions £m millions £m
As at 1 April 650 65 650 65
Issued during the year 7 1 − −
As at 31 March 657 66 650 65
During the year 2,074,617 (2009 – 370,861) ordinary shares of 10p each were issued following the exercise of options held
under employee share schemes for a consideration of £4.8m (2009 – £0.4m). 692,226 ordinary shares of 10p each have
been issued during the year for the acquisition of Ocean Tomo for a consideration of £3m. 4,567,807 ordinary shares of 10p
each have been issued during the year for the purposes of a scrip dividend for which there were notional proceeds of £20m.
The number of ordinary shares of 10p each in issue at 31 March 2010 was 657,104,476 (2009 – 649,769,826) with
2,034,739 (2009 – 2,034,739) held as Treasury Shares and 6,527,547 (2009 – 14,510,959) held in employee share trusts.
The cost of Treasury Shares is deducted from retained earnings (note 28). The cost of shares held in employee share trusts is
loaned to the trusts by the Company and is treated as other receivables.
125
26 Share capital continued

(c) Potential issues of share capital
Certain employees hold options over the Company’s shares, which are potentially issuable as follows:
01 – 15
ICAP in ten
Weighted Number of shares millions
average As at As at
exercise price Exercise period Exercise period 31 March 31 March
Year of grant pence from to 2010 2009
2000 42.4 30/09/02 29/09/09 – 0.1
2002 175.6 31/05/04 08/01/12 0.7 1.5
2003 188.5 31/05/05 19/01/13 0.1 0.2
2004 270.0 01/08/06 26/11/13 0.6 0.7
2005 239.6 28/06/07 08/12/14 0.3 0.3
2006 297.0 01/07/08 30/06/15 1.0 1.0
2007 486.0 01/06/09 06/09/16 1.6 2.5
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Business review
2008 419.0 01/08/10 31/01/11 0.1 0.3
2009 556.8 22/05/11 21/05/18 0.1 0.6
2010 323.0 01/08/12 31/03/13 2.5 −
Total potential issues of share capital 7.0 7.2
Shares that have been issued but are held in employee share trusts for employee share awards are not included in the above.
Full details of share option schemes are given in note 27.
(d) Shares held in trust for employee share schemes
The Company has established employee share trusts in respect of the SEEPP, BSMP, LTIP and Traiana Plan which are funded by
the Company and have the power to acquire shares in the open market to meet the Company’s future obligations under these
43 – 63
Governance
schemes. As at 31 March 2010, these trusts owned 6,527,547 ordinary 10p shares in the Company (2009 – 14,510,959)
with a market value of £24m (2009 – £45m).
Number of shares millions
31 March 31 March
2010 2009
As at 1 April 15 12
Acquired during the year 2 4
Exercised by employees during the year (10) (1)
As at 31 March 7 15
65 – 140
(e) Treasury Shares

During the year the Company purchased none (2009 – 2,620,000) of its own shares (2009 – £9m) to be held as Treasury
Shares and re-issued no shares (2009 – 1,636,430) to satisfy employee share options exercised (2009 –£2m). As at
31 March 2010, the number of shares held as Treasury Shares was 2,034,739 (2009 – 2,034,739). Losses made on the
re-issue of Treasury Shares are recognised directly in equity.
Number of shares millions
31 March 31 March
2010 2009
As at 1 April 2 1
Acquired during the year – 3
141 – 143
Shares reissued to satisfy options exercised – (2)

As at 31 March 2 2

continued
27 Share awards
Employee share schemes
The total charge to the consolidated income statement in respect of employee share options in the year was £10m (2009 – £8m).
The fair value of options granted during the year was £9m (2009 – £10m).
At the close of business on 31 March 2010, the market price of the Company’s ordinary shares was 373.80p (2009 –
304.25p) per share and during the year fluctuated in the range 294.00p and 467.20p per share.
Options outstanding over the Company’s ordinary shares under the Company’s employee share schemes were as follows:
Weighted Weighted Weighted Weighted
As at average average average As at average
1 April exercise Granted exercise Exercised Lapsed exercise 31 March exercise
2009 price in year price in year in year price 2010 price
millions pence millions pence millions millions pence millions pence
UESOP 0.4 185.1 − − (0.1) − 46.2 0.3 239.6
2006 SAYE 0.9 388.0 − − (0.9) − 388.0 – –
2007 SAYE 0.3 419.0 − − − (0.2) 419.0 0.1 419.0
2008 SAYE 0.5 488.0 − − − (0.4) 488.0 0.1 488.0
2009 SAYE − − 2.7 323.0 − (0.2) 323.0 2.5 323.0
SEEPP UK 1.4 − − − (0.9) − − 0.5 –
SEEPP US 0.2 31.0 − − (0.2) − 29.3 – –
UCSOP 5.1 304.9 − − (1.1) − 125.4 4.0 352.6
BSMP* 9.7 − 2.4 − (7.4) − − 4.7 –
Traiana Plan 0.7 113.3 − − (0.2) − 61.0 0.5 139.0
LTIP 0.9 − 0.5 − (0.4) − − 1.0 –
20.1 5.6 (11.2) (0.8) 13.7
Weighted Weighted Weighted Weighted

As at average average average As at average
1 April exercise Granted exercise Exercised Lapsed exercise 31 March exercise
2008 price in year price in year in year price 2009 price
millions pence millions pence millions millions pence millions pence
UESOP 1.7 79.1 − − (1.3) − 43.2 0.4 185.1
2005 SAYE 0.8 224.0 − − (0.7) (0.1) 224.0 − 224.0
2006 SAYE 1.2 388.0 − − − (0.3) 388.0 0.9 388.0
2007 SAYE 0.4 419.0 − − − (0.1) 419.0 0.3 419.0
2008 SAYE − − 0.7 488.0 − (0.2) 488.0 0.5 488.0
SEEPP UK 1.2 − 0.3 − (0.1) − − 1.4 −
SEEPP US 0.4 22.4 − − (0.2) − 22.4 0.2 31.0
UCSOP 5.1 299.5 0.1 611.0 (0.1) − 256.3 5.1 304.9
BSMP* 7.9 − 2.1 − (0.3) − – 9.7 −
Traiana Plan 1.1 110.9 − − (0.4) − 45.2 0.7 113.3
LTIP − − 1.0 − (0.1) − − 0.9 −
19.8 4.2 (3.2) (0.7) 20.1 `
* Under the terms of the BSMP, a former director has also been given a promise to receive up to 0.6m shares as at 31 March 2010 (2009 – 0.9m).
Options over ICAP shares are awarded at market price on the date of grant in the UCSOP and UESOP schemes. Those in the
SEEPP UK and the BSMP have a nominal exercise price of a £1.00 for each basic award and £1.00 for each matching award.
The SEEPP US options have an exercise price of $0.445. Options granted under the SAYE are issued with a 20% discount on
market price as permitted by HMRC, and those granted under the Traiana Plan were granted at the equivalent price to the
original Traiana option. The awards under the LTIP have no exercise price.
127
27 Share awards continued

Employee share schemes continued
All share options granted since 7 November 2002 are subject to IFRS2 “Share-based Payment”. A charge to the income
01 – 15
ICAP in ten
statement based on the fair value of each option is made each year. The fair value of each option is calculated using the
Black-Scholes option pricing model. The following assumptions have been applied when calculating the fair value of the
options granted in the year:
Weighted Weighted Probability
average Expected average Average of achieving
market share dividend risk free Expected performance Vesting
price volatility yield rate life conditions period
pence % % % years % years
2009 SAYE 403.8 55 4.22 2.85 3.1 100 3
BSMP 3.90 55 − − 4.0 90 3
LTIP 3.90 55 − − 3.0 100 3
17 – 41
Business review
Estimated share volatility is a measure of the amount by which the Company’s shares are expected to fluctuate during the life
of an option. The expected volatility is estimated based on the historic volatility of the share price over the past three years to
the date of grant of the option.
On options where the employee receives a cash bonus in lieu of the dividend foregone the dividend yield is treated as nil and the
fair value of the option is equal to the market value of the share.
(i) Unapproved Share Option Plan (UESOP)
The UESOP is not approved by HMRC and is open to all executives. The grants of options have a maximum overall grant of four
times annual salary including bonuses. Options do not vest until the Group has achieved certain performance criteria (currently
growth in adjusted basic EPS in excess of growth in the RPI by an average of 3% per annum over a three-year period).
43 – 63
Governance
UESOP options were outstanding over 312,500 (2009 – 435,029) ordinary shares at exercise prices ranging between
233.75p and 263.0p per share. Subject to the Group’s performance during the vesting period, these options are exercisable
between June 2007 and December 2014. There was no charge made to the consolidated income statement in the year (2009
– £nil) in respect of these options. These options are all equity settled.
(ii) Sharesave scheme (SAYE)
The Save-As-You-Earn (SAYE) scheme is approved by HMRC. The scheme enables directors and eligible employees to acquire
options over ordinary shares of the Company at a discount of up to 20% of their market price using the proceeds of a related
SAYE contract. All UK employees who have worked for the minimum qualifying period on an invitation date are eligible to join
the scheme. Options granted under the SAYE scheme are not subject to performance conditions. These options are all equity
settled.
65 – 140
2006 SAYE
There were no SAYE options outstanding over ordinary shares (2009 – 945,544) for the 2006 three-year grant at an exercise
price of 388.0p per share. A credit of £0.1m (2009 – £0.5m charge) was made to the consolidated income statement in
respect of these options in the year.
2007 SAYE
SAYE options were outstanding over 88,576 (2009 – 272,266) ordinary shares for the 2007 three-year grant at an exercise
price of 419.0p per share. Subject to the participants remaining in the employment of the Group and making 36 monthly
contributions, these options will normally be exercisable between August 2010 and January 2011. A charge of £0.1m
(2009 – £0.2m) was made to the consolidated income statement in respect of these options in the year.
2008 SAYE
141 – 143
SAYE options were outstanding over 59,191 (2009 – 505,824) ordinary shares for the 2008 three-year grant at an exercise
contributions, these options will normally be exercisable between August 2011 and January 2012. A charge of £0.6m
(2009 – £0.7m) was made to the consolidated income statement in respect of these options in the year.
2009 SAYE
SAYE options were granted over 2,745,053 ordinary shares on 17 June 2009 for the 2009 three-year grant at an exercise
contributions, these options will normally be exercisable between August 2012 and January 2013. A charge of £1.2m was
made to the consolidated income statement in respect of these options in the year. As at 31 March 2010, options over
2,547,548 shares remained outstanding.

continued

(iii) Senior Executive Equity Participation Plans (SEEPP)
The SEEPP is not approved by HMRC. The SEEPP is a long-term incentive plan where senior executives are invited to waive part
of their potential cash bonus in return for rights over the number of shares that can be purchased with the foregone bonus at
the market value of the Company’s shares on the date of grant (a basic award). Participants may also be granted a provisional
allocation over additional shares (a matching award). These shares are transferred to the executive on a sliding scale if they
remain in the Company’s employment as follows: no shares for up to three years; 40% following completion of three years, but
less than four years; and the remaining 60% on the fourth anniversary of the date of grant. No performance criteria are
attached to these options. These options are all equity settled.
UK SEEPP
SEEPP options were outstanding over 545,527 (2009 – 1,440,278) ordinary shares at an exercise price of a nominal sum
of 100.0p (2009 – 100.0p). Subject to the participants remaining in the employment of the Group during the vesting period,
these options will normally be exercisable between December 2006 and May 2018. A charge of £0.7m (2009 – £0.7m) was
made to the consolidated income statement in respect of the matching award in the year.
US SEEPP
There were no SEEPP options outstanding (2009 – 163,780) over ordinary shares as at 31 March 2010 (2009 – 31.0p
exercise price per share). All these options have vested and were exercisable before June 2009. All these options were granted
before 7 November 2002 and therefore no charges have been made to the consolidated income statement in respect of
these options.
(iv) Unapproved Company Share Option Plan (UCSOP)
The UCSOP is not approved by HMRC. Options may be granted to any eligible employee within the Group. No option may be
granted to any individual at any time if, as a result, the aggregate number of shares issued or issuable to the individual under the
plan would exceed 1,250,000. Options vest in three equal instalments on the third, fourth and fifth anniversaries of the date of
grant, provided that, on the date of vesting, adjusted basic EPS growth exceeds growth in RPI by an average of 3% per annum
over the preceding three years. These options are all equity settled.
UCSOP options were outstanding over 3,983,400 (2009 – 5,041,900) ordinary shares at exercise prices ranging between
166.2p and 611.0p per share. Subject to the Company’s performance during the vesting period, these options will normally
be exercisable between May 2004 and June 2018. A charge of £0.4m (2009 – £0.6m) has been made to the consolidated
income statement in the year in respect of options granted since 7 November 2002.
(v) Bonus Share Matching Plan (BSMP)
The BSMP is not approved by HMRC. The BSMP is a long-term incentive plan where executive directors of the Company are
required to waive 50% of their potential cash bonus in return for rights over the number of shares that can be purchased with
the foregone bonus at the market value of the Company’s shares on the date of grant (a basic award). Participants are also
granted a provisional allocation over an equal amount of additional shares (a matching award). These shares are transferred to
the director if they remain in the Company’s employment for three years and the Group meets certain performance criteria –
currently growth in adjusted basic EPS in excess of growth in RPI by at least 9% over the three years from the date of grant.
The performance criteria apply to all grants of matching awards since 1 April 2004. These options are all equity settled.
BSMP options were outstanding over 4,688,748 (2009 – 9,680,299) ordinary shares. These shares are exercisable between
2010 and 2017. A promise to deliver a further 586,724 (2009 – 867,930) ordinary shares has also been made by the
Company. A charge of £6.1m (2009 – £4.6m) has been taken to the consolidated income statement in respect of these
options in the year, which includes the impact of accelerating the vesting of the 2007 awards from May 2010 to March 2010.
(vi) Traiana Plan
The Traiana Plan was set up for the benefit of employees of Traiana who held options over Traiana shares prior to its acquisition
by the Group in December 2007. The terms and conditions remain the same but the employees now hold options over ICAP
shares in the ratio of 0.307 ICAP shares for each Traiana share option previously held. These options are all equity settled.
Share options vest over four years. After the first 12 months one quarter of the share options vest and thereafter the options
vest on a monthly basis so long as the employee remains with the Group. Options may be exercised up to ten years after the
date of grant. A total of 470,406 options remain outstanding at 31 March 2010 (2009 – 699,198). A charge of £0.6m
(2009 – £0.7m) has been made to the consolidated income statement in respect of these options in the year.
129

01 – 15
ICAP in ten
(vii) Long Term Incentive Plan (LTIP)
The LTIP is not approved by HMRC. The LTIP is a long-term incentive plan where senior executives of the Group are invited to
waive 25% of their cash bonus in return for an award of the number of shares that can be purchased with the foregone bonus
at the market value of the Company’s shares on the date of grant (a basic award). Participants are also granted a provisional
allocation over an amount of additional shares equal to 20% of the basic award (a matching award). The basic award shares are
transferred to the employee in equal annual instalments over three years, with the matching award shares being transferred
with the final basic award, so long as the employee remains in the Group’s employment. These options are all equity settled.
LTIP options were outstanding over 1,011,420 (2009 – 913,020) ordinary shares. These awards vest between 29 May 2010
and 28 May 2012. A charge of £0.4m (2009 – £0.3m) been made to the consolidated income statement in respect of these
options in the year.
17 – 41
Business review
During the year the Group converted the shares to a post-tax basis for UK participants. This had no impact on the consolidated
income statement charge.
28 Reserves
(a) Analysis of consolidated other reserves
Capital Total
Merger redemption Hedging Revaluation other
reserve reserve reserve reserve reserves
£m £m £m £m £m
As at 1 April 2009 28 1 (47) – (18)
Revaluation of intangible assets arising on
consolidation (note 17) – – – 45 45
43 – 63
Governance
Unrealised revaluation in the year (note 24(a)) – – 24 – 24
Revaluation gains realised in the year (note 24(a)) – – 20 – 20
As at 31 March 2010 28 1 (3) 45 71
As at 1 April 2008 28 1 (21) 4 12

Revaluation of available-for-sale investments
(note 18) − − − (1) (1)
Revaluation of hedging instruments in the year − − (67) − (67)
Revaluation losses/(gains) realised in the year − − 41 (3) 38
65 – 140
As at 31 March 2009 28 1 (47) − (18)
The merger reserve was created on the merger of Garban and Intercapital in 1999 and also includes goodwill arising before
1 January 1998 written off to reserves. This amount remains eliminated.
The capital redemption reserve was created as a result of shares cancelled in 1998 and 2005. The revaluation reserve
represents revaluations of available-for-sale investments. The hedging reserve arises as a result of recognising the fair value
of derivative financial instruments designated as hedging instruments on the balance sheet.
The cost of shares held by employee share trusts of £36m (2009 – £37m) and Treasury Shares £7m (2009 – £7m) has been
deducted from retained earnings. The share-based payment reserve of £30m (2009 – £19m) has been included in retained
earnings.
141 – 143
(b) Company reserves

The Company has retained earnings of £694m, all of which are considered to be distributable.

continued
29 Commitments
(a) Finance lease commitments
The Group has no commitments to future minimum lease payments under finance leases (2009 – £nil).
(b) Operating lease commitments
At the end of the financial year, the Group had outstanding commitments for future minimum lease payments under non-
cancellable operating leases which fall due as follows:
Other Other
Property assets Total Property assets Total
£m £m £m £m £m £m
Within one year 18 1 19 25 1 26
Between one and five years 62 2 64 85 − 85
After five years 26 – 26 44 − 44
106 3 109 154 1 155
No amounts were expected to be received under non-cancellable sub-leases as at 31 March 2010 (2009 – £nil).
Property operating leases commitments relates to the rental of premises for office space in the UK, US and Asia Pacific, in the
locations that the Group operates.
(c) Capital commitments
As at 31 March 2010, there was no capital expenditure contracted or provided for (2009 – £nil).
30 Retirement benefit obligations

The Group operates defined benefit pension schemes in the US, Germany and Indonesia. In the case of the scheme operating
in Germany, any future obligations that the Group may incur in respect of benefits accrued to members for past service are
insured with local insurance companies. The schemes in Germany and Indonesia are not significant in the context of the Group.
The US scheme was closed to new entrants on 1 July 1996 and no benefits have accrued to the members of the scheme
in respect of their service after that date. The scheme only provides for pension benefits and does not provide for post-
employment medical benefits. For the purposes of determining the Group’s pension cost, the scheme is valued on an annual
basis by qualified independent actuaries. The most recent valuation was as at 1 January 2009 with an update as at 31 March
2010 in which the projected unit method was used. The Group expects to contribute £0.8m to its defined benefit pension
scheme in the year ending 31 March 2011.
The market value of the pension assets and liabilities of the scheme and the expected rate of return are as follows:
Long-term Long-term
rate of return rate of return
expected Value as at expected Value as at
2010 2010 2009 2009
% £m % £m
Equities 8.5 2 8.5 1
Bonds 6.0 5 6.0 6
Cash and other assets 1.0 1 1.0 1
Total market value of scheme assets 6.0 8 6.2 8
Present value of scheme liabilities (9) (10)
Deficit in the scheme (1) (2)
The valuation of the scheme is performed on an annual basis. Given the insignificant size of the pension plan no further
disclosure has been provided.
131
31 Contingent liabilities
Group
(a) From time to time the Group is engaged in litigation in relation to a variety of matters. It is not possible to quantify the
01 – 15
ICAP in ten
extent of any potential liabilities, but there are none currently expected to have a material adverse impact on the Group’s
consolidated results or net assets.
(b) In the normal course of business, certain Group companies enter into guarantees and indemnities to cover trading
arrangements and/or the use of third party services or software.
Company
The Company has provided a subordinated guarantee to a subsidiary company in respect of the $193m subordinated loan notes
repayable in 2015 which has a fair value of £nil as at 31 March 2010 (2009 – £nil).
32 Related party transactions
Group
17 – 41
Business review
(a) IPGL
IPGL is a company controlled by Michael Spencer, the Group Chief Executive Officer of ICAP plc. A number of transactions take
place between IPGL and its subsidiaries and the Group and these are detailed below.
IPGL
During the year, IPGL charged the Group £102,290 (2009 – £263,200) for the net amount of transactions between the two
parties. This amount includes £119,170 (2009 – £86,220) paid by IPGL in respect of certain employees of the Group who
provided services to IPGL and its subsidiary undertakings. All transactions are carried out on an arm’s length basis. As at
31 March 2010, IPGL owed the Group £136,425 (2009 – the Group owed IPGL £209,693).
Exotix Holdings Limited
As part of the disposal of Exotix Holdings Limited to IPGL in 2007, the Group loaned employees of Exotix Limited (Exotix),
43 – 63
Governance
(a subsidiary of Exotix Holdings Limited), £1.5m to enable them to purchase a shareholding. Interest of £12,730 has been
charged on these loans at a fair market rate during the year. As at 31 March 2010 £0.7m (2009 – £0.8m) is still outstanding.
The Group also collected revenue of £17.2m (2009 – £11.6m) on behalf of Exotix. The Group recharged the company
£122,758 (2009 – £95,408) as compensation for overheads and IT support provided during the year. As at 31 March 2010,
there was a balance due to the company from the Group of £0.8m (2009 – £1.4m). The Group holds £2.2m as collateral from
Exotix on deposit. The Group collected £60,591 interest on this balance on behalf of Exotix.
City Index Limited
In June 2008 the Group agreed to provide FXSolutions, a subsidiary company of City Index Limited, with FX data from its EBS
platform for $2m per annum. During the year the Group has charged FXSolutions £1.3m (2009 – £0.6m) for the provision of
data. As at 31 March 2010 there was no balance outstanding with the Group.
65 – 140
(b) Hartfield, Titus & Donnelly LLC
The Group supplies and maintains electronic broking software on behalf of Hartfield, Titus & Donnelly LLC, a joint venture of the
Group. During the year ended 31 March 2010, the Group charged £302,801 (2009 – £278,455) and the balance due from
Hartfield, Titus & Donnelly LLC as at the year end was £78,612 (2009 – £82,816).
(c) TFS-ICAP Limited, TFS-ICAP LLC, TFS-ICAP Australia, TFS-ICAP Singapore and TFS-ICAP Japan
The Group invoices and collects revenue on behalf of TFS-ICAP LLC. During the year, the Group invoiced and collected £3.5m
(2009 – £2.1m) for which it did not receive a fee. During the year the Group recharged the various joint ventures a fee as
compensation for overheads and IT support costs as follows: TFS-ICAP Limited – £224,297 (2009 – £208,463 ); TFS-ICAP
Australia – £nil (2009 – £134,299 ); TFS-ICAP LLC – £50,269 (2009 – £57,083 ); TFS-ICAP Singapore – £1.7m (2009 –
£1.8m). During 2008/09 ICAP Indonesia entered into a memorandum of understanding with TFS-ICAP Singapore to develop a
new broking business with a profit/loss share arrangement. Indonesia’s share of the new venture’s profits during the year was
141 – 143
£9,679 (2009 – losses of £5,747). As at 31 March 2010 the outstanding balance from all the joint ventures to the Group was
£1.1m (2009 – £1.0m).
(d) BSN Capital Partners Limited
The Group provides BSN Capital Partners Limited (BSN), an associate undertaking, with office space and other facilities. During
the year, the Group charged BSN £141,766 (2009 – £137,702) for these services. The Group also has a preferred brokerage
agreement with BSN and has recognised revenue of £8.8m (2009 – £5.1m) during the year. As at 31 March 2010 the
outstanding balance was £7.8m (2009 – £5.1m).

continued
32 Related party transactions continued

(e) CFETS-ICAP
The Group provides CFETS-ICAP, a joint venture company based in China, with office space and facilities services. During the
year the Group charged the company £79,180 (2009 – £101,459) for these services. As at 31 March 2010 the outstanding
balance was £186,221 (2009 – £253,556). The Group also invoiced and collected revenue of £123,078 for CFETS in the
year.
(f) Capital Shipbrokers Limited
The Group collected revenue on behalf of Capital Shipbrokers Limited, an associate based in Hong Kong, of £1.5m (2009 –
£1.1m). The Group also recharged Capital Shipbrokers Limited £185,242 (2009 – £119,750) for overheads. The total
outstanding balances due from the Group was £409,539 (2009 – £1,283,582).
(g) FCB Harlow-Butler Pty Limited
The Group loaned some minority shareholders of FCB Harlow-Butler, a subsidiary company in South Africa, £629,558 in order
to acquire 140,800 shares in the company from the Group. Interest of £35,179 (2009 – £109,713) was charged on the loan
during the year. As at 31 March 2010, the outstanding balance due on the loan was £286,309 (2009 – £381,211).
(h) ICAP-JLT Limited
ICAP-JLT Limited (ICAP-JLT) is a joint venture company with Jardine Lloyd Thompson Group plc (JLT). William Nabarro,
a non-executive director of ICAP plc and an executive director of JLT, is on the board of ICAP-JLT. During the year the Group
collected revenue of £13,736 (2009 – £20,169) on behalf of ICAP-JLT, for which it did not receive a fee. The Group also
charged ICAP-JLT £140,646 (2009 – £195,123) for IT and facility costs during the year. As at 31 March 2010 ICAP-JLT
owed the Group £979 (2009 – £177,610).
(i) ICAP Equities
The Group loaned the minority shareholders of ICAP Equities, who are also employees, £870,000 (2009 – £870,000) to
acquire shares in the company. No interest is chargeable on these loans and they will be repaid in 2011.
(j) Ticonderoga
During the year the Group invested in $19.5m (£13m) of 9% redeemable preference shares issued by Ticonderoga, a
wholly–owned subsidiary of Walker St Securities, an associate company. The Group also lent Walker St Securities $2.7m
(£1.8m) which is repayable on exercise of a call option over a further 55.1% of the share capital for the same amount and made
further loans of $3.4m (£2.1m) for working capital purposes which are repayable on demand. The notes are redeemable
subject to certain conditions after one year. As at 31 March 2010 $25.6m (£17m) was outstanding (note 19).
(k) Trading Cross Connects Holdings Limited
During the year a new subsidiary of the Group, Trading Cross Connects Holdings Limited issued shares to the value of $4m
(£2.5m) as consideration for a technology asset, for which an independent valuation was obtained, to a third party controlled
by a member of the Group’s GEMG.
(l) Amias Berman Holdings Pte Limited
During the year, the Group lent Amias Berman, an associate, £7m to meet its working capital and regulatory requirements. The
loan, which is interest free, has a term of three years. In addition, the Group provides Amias Berman with certain management
services. During the year to 31 March 2010 the Group charged £1m in respect of these services. As at 31 March 2010, the
amount due from Amias Berman is £8m.
(m) CLS Aggregation Services LLC (CLS)
The Group recharged CLS, an associate company, $1.7m (£1.1m) as compensation for technical services during the year.
As at 31 March 2010 this amount remains outstanding.
133
32 Related party transactions continued

Company
ICAP plc is the Group’s ultimate parent company and is incorporated and domiciled in the UK.
01 – 15
ICAP in ten
During the year the Company entered into the following transactions with subsidiaries:
31 March 31 March
2010 2009
£m £m
Management services expenses (0.5) (0.2)
Interest received from related parties – 2.9
Interest paid to related parties – (6.7)
Amounts owed to the Company from subsidiaries are disclosed in note 19 and amounts owed by the Company to subsidiaries
17 – 41
Business review
are disclosed in note 20. In March 2009, the Company novated the Group’s bank facilities to its immediate subsidiary ICAP
Group Holdings plc and simplified its intra-Group lending and borrowing with its subsidiaries.
33 Cash flow
(a) Reconciliation of profit before tax to net cash flow from operating activities
31 March 31 March
2010 2009
£m £m
Profit before tax from continuing operations 247 285
Loss before tax from discontinued operations (note 4) (66) (4)
−
43 – 63
Governance
Discontinued operations exceptional item (note 6) 41
Operating exceptional items 26 −
Share of operating profits of associates after tax (7) (7)
Amortisation and impairment of intangible assets arising on consolidation 61 63
Amortisation and impairment of intangible assets arising from development expenditure 23 18
Depreciation of property, plant and equipment 22 23
Other amortisation and impairments 4 3
Profit on disposal of available-for-sale investments – (4)
Net finance expense 28 24
Operating cash flows before movements in working capital 389 409
65 – 140
Decrease in trade and other receivables 26 55

Decrease in trade and other payables (53) (8)
Net receipts in respect of financial assets held at fair value 4 (1)
Cash generated by operations before exceptional items 366 455
Operating exceptional items paid (21) −
Cash generated by operations 345 455
Interest received 3 15
Interest paid (17) (34)
Tax paid (55) (82)
141 – 143
Net cash flow from operating activities 276 354
The movement in trade and other receivables and trade and other payables excludes the impact of the gross-up of matched
principal trades as permitted by IAS7 “Statement of cash flow”. The gross-up has no impact on the cash flow or net assets of
the Group. The cash flow movement in trade and other receivables includes the net movement on matched principal
transactions and deposits for securities borrowed/loaned. The movement for the year ended 31 March 2010, after accounting
for acquisitions, is an inflow of £20m (2009 inflow of £7m).
For details of the cash flow related to discontinued operations see note 4.

continued
33 Cash flow continued

(b) Net cash and cash equivalents
Net cash and cash equivalents comprise cash in hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less and bank overdrafts. Net cash and cash equivalents comprise the
following amounts:
As at As at
31 March 31 March
2010 2009
£m £m
Cash and cash equivalents included in current assets 504 433
Short-term bank overdrafts – (14)
Net cash and cash equivalents 504 419
(c) Net debt

Net debt comprises cash in hand, deposits held at call with banks, other short-term highly liquid investments with original
maturities of three months or less, bank overdrafts and other debt.
As at As at
31 March 31 March
2010 2009
£m £m
Gross debt (note 22) (652) (545)
Net cash and cash equivalents 504 419
Net debt (148) (126)
34 Client money
At 31 March 2010 the Group held client money of £34m (2009 – £20m). This amount, together with the corresponding
liabilities to clients, is not included in the Group’s balance sheet.
35 Events after the balance sheet date
On 7 May 2010, the Group refinanced its existing £473m three-year unsecured revolving credit facility and $94m swingline
with a new $880m revolving credit facility incorporating an up to $200m swingline facility, and which matures on 31 May
2013. The facility carries a floating interest rate at LIBOR plus 2% with an additional 0.50% payable dependent on the debt to
earnings ratio.
135
36 Principal subsidiaries, joint ventures and associates

(a) Investment in subsidiaries − Company
Cost and net book value
01 – 15
ICAP in ten
31 March 31 March
2010 2009
£m £m
As at 1 April 1,955 988
Additions 67 2,379
Disposals (33) (1,412)
As at 31 March 1,989 1,955
17 – 41
Business review
During the year the Company, as part of an internal reorganisation, purchased Link Brokers Derivatives Inc from a subsidiary
undertaking for cash of £33m. Link Brokers Derivatives Inc was then sold to ICAP Group Holdings plc (formerly ICAP Group
Holdings Limited) (IGHP), a subsidiary company by way of a share issue by IGHP of 33,478,000 £1 ordinary shares, which
increased the value of the Company’s investment by £33m.
During the prior year, the Company acquired ICAP Holdings (Asia Pacific) Limited, ICAP Holdings Limited and ICAP Securities
Limited and then disposed of them, along with ICAP America Investments Limited, in exchange for shares in IGHP. As all
companies remain wholly-owned subsidiaries of the Company, this is regarded as a transaction of no substance and the
investment in IGHP is recognised at the same value as the companies disposed of.
The Company’s immediate subsidiary companies are IGHP, Intercapital Limited and Garban Group Holdings Limited, all of which
are incorporated in England and are 100% owned by the Company. All of the Company’s other subsidiaries are indirectly owned.
The Company’s principal subsidiaries and their country of incorporation and the Group’s ownership are listed below:
43 – 63
Governance
% held
Argentina ICAP Securities SA 100
Australia ICAP Australia Pty Limited 100
ICAP Brokers Pty Limited 100
Bahrain ICAP (Middle East) WLL* 49
Brazil ICAP do Brasil Corretora De Títulose e Valores Mobiliários Ltda 100
Arkhe Distribuidora De Títulose e Valores Mobiliários SA 100
China ICAP (Hong Kong) Limited 100
65 – 140
ICAP Shipping (Hong Kong) Limited 75
Link Securities (Hong Kong) Limited 100
Colombia ICAP FX Colombia SA 89
ICAP Securities Colombia SA 95
Denmark ICAP Scandinavia Fondsmaeglerselskab A/S 100
ICAP Shipping (Denmark) ApS 75
* ICAP (Middle East) WLL is treated as a subsidiary since the Group exercises control over the company as the majority shareholder takes no part in the
management of the company.
141 – 143

continued
36 Principal subsidiaries, joint ventures and associates continued
% held
England EBS Dealing Resources International Limited 100
Harlow (London) Limited 100
ICAP Electronic Broking Limited 100
ICAP Energy Limited 100
ICAP Europe Limited 100
ICAP Management Services Limited 100
ICAP Securities Limited 100
ICAP Shipping Derivatives Limited 75
ICAP Shipping Limited 75
ICAP Shipping Tanker Derivatives Limited 75
ICAP Shipping Tankers Limited 75
ICAP WCLK Limited 100
My Treasury Limited 75
The Link Asset and Securities Company Limited 100
Traiana Limited 100
ICAP America Investments Limited 100
ICAP Group Holdings plc 100
ICAP Holdings Limited 100
ICAP Holdings (Asia Pacific) Limited 100
ReMatch Limited 70
Trading Cross Connects UK Limited 64
TriOptima UK Limited 100
Germany ICAP Deutschland GmbH 100
ICAP Shipping (Germany) GmbH 75
Gibraltar ICAP Shipping (Gibraltar) Limited 75
India ICAP India Private Limited 51
Indonesia PT ICAP Indonesia 85
Israel Traiana Technologies Limited 100
Japan EBS Dealing Resources Japan Limited 100
ICAP Totan Securities Co Limited 60
TriOptima Japan KK 100
Korea ICAP Foreign Exchange Brokerage Limited 100
Mexico ICAP Referenciadora, S.A. de C.V. (formerly Escorfin SA) 100
Netherlands ICAP Holdings (Nederland) BV 100
New Zealand ICAP New Zealand Limited 80
Norway ICAP Energy AS 100
Philippines ICAP Philippines Inc 100
Poland ICAP (Poland) Sp. Zo.o. 100
Singapore ICAP AP (Singapore) Pte Limited 100
ICAP Currency Options Pte Limited 100
ICAP Energy Pte Limited 100
ICAP Financial Products Pte Limited 100
ICAP Shipping Singapore Pte Limited 75
Reset Pte Limited 100
TriOptima Asia Pacific Pte Limited 100
South Africa FCB-Harlow Butler Pty Limited 51
Sweden TriOptima AB 100
137
% held
01 – 15
ICAP in ten
United States EBS Dealing Resources Inc 100
First Brokers Securities LLC 100
ICAP Securities USA LLC 100
ICAP Capital Markets LLC 100
ICAP Corporates LLC 100
ICAP Electronic Broking LLC 100
ICAP Energy LLC 100
ICAP Futures LLC 100
ICAP Information Services Inc. 100
ICAP Ocean Tomo LLC 100
ICAP Services North America LLC 100
17 – 41
Business review
ICAP Shipping USA Inc (formerly Skaarup Shipbrokers Inc) 75
ICAP United, Inc 100
Intercapital Securities LLC 100
Link Brokers Derivatives Corporation 100
Moving Pictures Film and Television LLC 100
ReMatch Inc 70
Trading Cross Connects US LLC 64
Traiana Inc 100
TriOptima North America LLC 100
Wrightson ICAP LLC 100
43 – 63
Governance
The percentage held represents the percentage of issued ordinary share capital held (all classes) and also represents the voting
rights of the Company. The Group also owns 100% of the non-voting preference share capital of ICAP India Private Limited.
TriOptima, and each of its subsidiaries, and Arkhe each have a 31 December year end. TriOptima is required to have a
31 December year end in order to determine any potential earn out payments required under the terms of the acquisition,
and Arkhe is required to as part of local regulatory requirements. All other subsidiaries have a 31 March year end.
All companies operate in their country of incorporation, except ICAP Securities USA LLC and ICAP Futures LLC which also
operate in the UK, ICAP Energy AS which also operates in the Netherlands and in Spain and EBS Dealing Resources Limited which
operates worldwide.
The principal activity of ICAP Information Services Inc and Wrightson ICAP LLC is the provision of financial information to third
65 – 140
parties. All other subsidiaries are involved in voice broking, electronic broking, post trade or activities related to broking activity.
(b) Joint ventures – Group
The Group’s principal joint ventures and their country of incorporation are listed below:
% held Principal activity
Australia TFS-ICAP 25.0 Voice broking
China Shanghai CFETS-ICAP International Money Broking Co Limited 33.0 Voice broking
England TFS-ICAP Limited 22.5 Voice broking
Germany TFS-ICAP Gmbh 12.5 Voice broking
Japan TFS-ICAP 25.0 Voice broking
Mexico SIF ICAP, S.A. de CV 50.0 Voice broking
141 – 143
BCIE – ICAP Capital Markets S.A. de C.V. 50.0 Voice broking

Singapore TFS-ICAP 25.0 Voice broking
United States Hartfield, Titus & Donnelly LLC 33.0 Voice broking
TFS-ICAP LLC 22.5 Voice broking
All joint ventures have a 31 December year end.


continued

(b) Joint ventures – Group continued
Summary financial information of joint ventures
The Group’s share of joint ventures’ assets and liabilities included in the balance sheet and their results included in the
consolidated income statement is given below:
As at As at
31 March 31 March
2010 2009
£m £m
Assets 16 18
Liabilities (4) (6)
Net assets 12 12
Goodwill included in the Group’s balance sheet 1 1
Net investment in joint ventures 13 13

31 March 31 March
2010 2009
£m £m
Revenue 16 22
Administrative expenses (13) (17)
Profit before tax 3 5
Tax (1) (1)
Profit for the year 2 4
Attributable to
Equity holders of the Company 2 4
Y d d
(c) Investment in joint venture – Company
31 March 31 March
2010 2009
£m £m
As at 1 April 1 −
Additions – 1
As at 31 March 1 1
The Company’s joint venture is CFETS-ICAP, a moneybroking company in China, of which the Company owns 33%.
139

(d) Associates – Group
The Group’s principal associates and their country of incorporation are listed below:
01 – 15
ICAP in ten
% held Principal activity
England BSN Capital Partners Limited 25.1 Voice broking
China Capital Shipbrokers Limited 37.5 Voice broking
India CTI Shipbrokers (India) Pvt Limited 22.5 Voice broking
Japan Totan Capital Markets Co. Limited 28.1 Voice broking
Malaysia Amanah Butler Malaysia Sdn Bhd 32.1 Voice broking
Singapore Amias Berman Holdings Pte Limited 35.0 Voice broking
Island Shipbrokers Pte Limited 16.9 Voice broking
United States Blockcross Holdings LLC 20.0 Electronic trading
CLS Aggregation Services LLC 49.0 Post trade risk
17 – 41
Business review
Confirmhub LLC 25.0 Post trade risk
Ticonderoga Securities LLC 19.88 Voice broking
Island Shipbrokers Pte Limited is regarded as an associate of the Group, as a company controlled by the Group owns 22.5%
of the equity and has significant influence on the accounting and operational policies of Island Shipbrokers Pte Limited.
The Group owns 19.88% of the equity of Amias Berman Holdings Pte Limited, but has contractual rights to 35% of the
net profits.
The Group also owns 100% of the non-voting 9% redeemable preference share capital of Ticonderoga.
BSN Capital Partners Limited has a 31 December year end and all other associates have a 31 March year end.
43 – 63
Governance
65 – 140
141 – 143
Financial statements Notes to the financial statements

Consolidated income statement 66 1 Basis of preparation 75
Consolidated statement of comprehensive income 68 2 Principal accounting policies 76
Consolidated balance sheet 69 3 Segmental information 84
Consolidated statement of changes in equity 70 4 Discontinued operations 87
Consolidated statement of cash flows 71 5 Other income 88
Company balance sheet 72 6 Exceptional items 88
Company statement of changes in equity 73 7 Finance income 89
Company statement of comprehensive income 73 8 Finance costs 89
Company statement of cash flows 74 9 Operating expenses 90
10 Employee information 90
11 Tax 92
12 Dividends 93
13 Earnings per ordinary share 94
14 Acquisitions 96
15 Intangible fixed assets 99
16 Property and equipment 103
17 Investment in associates 104
18 Available-for-sale investments 107
19 Trade and other receivables 108
20 Trade and other payables 110
21 Deferred tax 111
22 Borrowings 112
23 Provisions 114
24 Financial risk management 115
25 Capital management 123
26 Share capital 124
27 Share awards 126
28 Reserves 129
29 Commitments 130
30 Retirement benefit obligations 130
31 Contingent liabilities 131
32 Related party transactions 131
33 Cash flow 133
34 Client money 134
35 Events after the balance sheet date 134
36 Principal subsidiaries, joint ventures and associates 135
Information for shareholders 141
Information on ICAP plc (Company No 3611426) can be found on Notifying the Company of a change of name
01 – 15
ICAP in ten
the Company’s website, www.icap.com. To ensure the details of a shareholding are correct, notification of a
change of name should be made in writing to Capita. A copy of any
Financial calendar marriage certificate or change of name deed should be provided as
2010 evidence of the name change.
19 May Results for year ended 31 March 2010 Dividend payments directly into bank/building society accounts
announced Dividends for shareholders are paid through BACS and can be
14 July Annual general meeting, London paid directly into a UK bank or building society account with
21 July Ex-dividend date for final dividend the tax voucher sent direct to the shareholder’s registered
address. A dividend mandate form is available from Capita or
23 July Record date for final dividend from its website, www.icap-shares.com, under the forms and
17 – 41
Business review
20 August Final dividend payment booklets section.
November Results for half year to 30 September 2010 Scrip dividend election forms
announced If you would like to make an election to receive a scrip dividend
2011 alternative, a personalised election form is available by calling the
ICAP shareholder helpline, 0871 664 0565* or +44 800 280 2584.
January Ex-dividend date for interim dividend
Transferring ICAP shares
January Record date for interim dividend Transferring shares to someone else requires the completion of a
February Interim dividend payment stock transfer form. These forms are available by calling the ICAP
May Results for year ending 31 March 2011 shareholder helpline 0871 664 0565* or +44 800 280 2584.
announced Lost ICAP share certificate(s)
43 – 63
Governance
July Annual general meeting, London Shareholders who have lost their share certificate(s) or have
had their certificate(s) stolen should inform Capita immediately
August Final dividend payment
by calling the ICAP shareholder helpline, 0871 664 0565* or
November Results for half year to 30 September 2011 +44 800 280 2584*.
announced
Following the share split only the ICAP ordinary 10p share
Registrar certificates are valid.
Capita Registrars Ltd, Northern House, Woodsome Park, Fenay ShareGift
Bridge, Huddersfield HD8 0GA. Telephone: 0871 664 0565* Shareholders with a small number of shares, the value of which
or +44 800 280 2584, www.capitaregistrars.com. makes it uneconomic to sell them, may wish to consider donating
Information about current holdings is available at them to charity through ShareGift, a registered charity administered
65 – 140
www.icap-shares.com. Shareholders will need their investor by The Orr Mackintosh Foundation. Further information about
code (account number) and postcode to view information on ShareGift is available at www.sharegift.org or by telephone,
their own holding. 020 7930 3737.
Frequent shareholder enquiries Disability helpline
Notifying the Company of a change of address For shareholders with hearing difficulties a text phone number is
Shareholders should notify the Company’s registrar, in writing of available, 0871 664 0532* or +44 20 8639 2062.
any change. If shares are held in joint names, the notification must Depositary for ICAP plc Level 1 ADR Program
be signed by the first named shareholder. The Company has established a Level 1 American Depositary
Receipt (ADR) program. The Bank of New York acts as the
depositary bank for the program. ICAP’s ADRs trade on the
141 – 143
OTC market under the symbol “IAPLY” and its CUSIP number
is 450936109. Each ADR represents two ordinary shares.
* Calls to this number are charged at 10p per minute plus network extras.
142 Definitions
In this Annual Report the following words Acquired Asian The acquisition from Nittan Capital of its
shall have the following meanings: Businesses voice broking interests in Asia (Nittan
Capital (Hong Kong) Ltd, Nittan AP
(Singapore) Pte Ltd, Noranda Investments
Pte Ltd, NextGen Holding Co Ltd and certain
subsidiaries including ICAP-AP (Thailand)
Co. Ltd)
Arkhe Arkhe Distribuidora De Titulose e Valores
Mobiliarios SA
Baltic Dry Index Daily index which tracks worldwide
international shipping prices
of various dry bulk cargoes
BEIP grant Business Employment Incentive Program,
a grant run by the New Jersey Economic
Development Authority
BrokerTec see ICAP Electronic Broking below
BSMP The Bonus Share Matching Plan
BSN BSN Holdings Limited
CDS Credit Default Swaps
CFETS-ICAP Shanghai CFETS-ICAP International Money
Broking Co. Limited
Combined Code the Combined Code on Corporate
Governance (2008 version)
Companies Act Companies Act 2006
Company or ICAP ICAP plc (formerly Garban-Intercapital plc
and Garban plc)
CRD Capital Requirements Directive
Demerger the demerger of Garban from United on
17 November 1998
dollar or $ unless otherwise specified all references
to dollars or $ symbol are to the currency
of the US
EBS EBS Group Limited and its subsidiaries
EMEA Europe, the Middle East and Africa
EPS Earnings per share
EU European Union
Exco Exco plc, which changed its name to
Intercapital plc on 26 October 1998
Exco/Intercapital the acquisition of the Intercapital companies
merger by Exco on 26 October 1998
Exotix or Exotix Exotix Holdings Limited and its subsidiaries
business
FICC Fixed Income Clearing Corporation
FINRA Financial Industry Regulatory Authority
First Brokers First Brokers Securities Inc
143
Fitch Fitch Ratings Limited Link the businesses of The Link Asset and
01 – 15
ICAP in ten
FRC Financial Reporting Council Securities Company Limited, Link Securities
Hong Kong Limited and Link Brokers
FRS Financial Reporting Standard Derivatives Corporation
FSA Financial Services Authority Merger the merger of Garban and Intercapital on
FTSE 100 index comprised of the 100 largest 9 September 1999
companies listed on the London Stock MiFID Markets in Financial Investments Directive
Exchange in terms of their market
capitalisation Moody’s Moody’s Investors Services
FTSE All Share the aggregation of the FTSE 100, FTSE 250 NSCC National Securities Clearing Corporation
and FTSE Small Cap Indices OTC over-the-counter
17 – 41
Business review
FX foreign exchange Pillar 1 the minimum capital requirements firms will
Garban Garban plc be required to meet for credit, market and
operational risk under the Basel Accord
Garban Trust Garban Employee Share Ownership Trust
Pillar 2 a supervisory review process
Group the Company and its subsidiary
undertakings ReMatch ReMatch Holdings Limited and its
subsidiaries
HMRC Her Majesty’s Revenue & Customs
Reset Reset Holdings Private Limited and its
ICAAP Internal Capital Adequacy Assessment subsidiaries
Process
RPI Retail Price Index
43 – 63
Governance
ICAP Electronic the businesses of ICAP Electronic Broking
Broking LLC (formerly BrokerTec USA LLC) and SEC Securities and Exchange Commission
ICAP Electronic Broking Limited (formerly Share split at an extraordinary general meeting held
BrokerTec Europe Limited) on 4 February 2004 shareholders approved
ICAP Energy ICAP Energy LLC and ICAP Energy A/S a five for one share subdivision which
(formerly APB Financial LLC and APB Energy divided the Group’s ordinary shares of 50p
Europe A/S) each into five ordinary shares of 10p each.
The subdivision was effective from
ICAP shares ICAP plc ordinary shares of 10p each 9 February 2004.
ICAP Shipping ICAP Shipping Limited (formerly ICAP Hyde Traiana Traiana Inc and subsidiaries
& Company Limited) and related companies
65 – 140
Treasury Shares shares as defined by the Companies
ICAP Trust ICAP Employee Share Trust Acquisition of Own Shares (Treasury Shares)
IFRIC International Financial Reporting Regulations 2003 which came into force
Interpretations Committee on 1 December 2003
IFRS International Financial Reporting Standards TriOptima TriOptima AB and its subsidiaries
INFBV INCAP Finance BV United Fuels the acquisition of the majority of the assets
of United Fuels International, Inc and its
Intercapital Intercapital Limited (formerly Intercapital plc) affiliates
Intercapital those companies acquired from IPGL
companies at the time of their merger with Exco In this document, according to context, the expressions ICAP and
the Group are also used to mean the ICAP plc group as a whole,
141 – 143
in October 1998
or ICAP plc and/or its relevant subsidiaries. The business of ICAP
IPGL IPGL Limited plc is solely that of a holding company. ICAP plc itself conducts
ISDA International Swaps and Derivatives no broking or other activities.
Association
ISMA International Securities Market Association
LIBID London Interbank Bid Rate
LIBOR London Interbank Offered Rate
144
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Inside this report
01 ICAP in ten
17 Business review
24 Business review
43 Governance
141 Shareholder information
141 Information for shareholders
142 Definitions
Annual Report
2010
for the year ended 31 March 2010
ICAP plc
2 Broadgate
London EC2M 7UR
United Kingdom
Telephone +44 20 7000 5000
Facsimile +44 20 7000 5975
Email investors@icap.com
Website www.icap.com
Company number 3611426

ICAP Report 2010

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ICAP Report 2010

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ICAP plc Annual Report 2010

ICAP is the world’s premier voice and

electronic interdealer broker and provider

R Group revenue from continuing operations rose to

2010 2009 Variance

Summary Dividend per share

Earnings per share

ICAP has demonstrated that, as a result of investments made

ICAP is the world’s premier voice and

Post trade risk

ICAP also provides a range of post trade risk

Core voice broking

Our key markets

Our geographic regions

ICAP’s businesses are distributed across more than 70

ICAP’s strategic goals are clear. We want to be:

We aim to have at least 35% of overall interdealer market

The charts below show a number of the key performance

How we improving our competitiveness in electronic broking.

measure our Share of the global ﬁnancial market

Voice revenue per voice broker*

Technology spend as percentage of revenue*

1 From continuing operations excluding amortisation and

Core voice broking

How we have growth in the credit markets continued to be driven by corporate

Traiana, the post trade netting and aggregation service, saw

difficult market conditions. However, it is well positioned for an

A regulatory and reputational spotlight is being aimed at all

Managing assessed and managed at the relevant level.

The policy behind the executive directors’ remuneration is

rewarded Michael Spencer Group Chief Executive Officer

Matthew Lester Group Finance Director

Mark Yallop Group Chief Operating Officer

Fixed percentage Performance-related percentage

Matthew Lester Group Finance Director

John Nixon Chief Executive Officer ICAP Electronic Broking

Mark Yallop Group Chief Operating Officer

Cash percentage Share-based percentage

Board and management

Our key A number of our non-executive directors are retiring in

18 Group Chief Executive

Our goals are to be the leading global intermediary,

20 Group Chief Executive

The acquisition of the remaining 61.78% of equity in TriOptima that

interdealer voice broking mortgage backed securities desk Dividend

have been truly inspiring.

The GEMG consists of the

Michael Spencer Matthew Lester

Mark Yallop John Nixon

Results for 2010 Divisional performance

amortisation and impairment of Asia Pacific

prior year; £18 million of post-tax Interest rates

* From continuing operations excluding amortisation and impairment of intangibles

In Europe, EU repo also rebounded very strongly. We have seen Treasury

* From continuing operation excluding amortisation and impairment of intangibles

Brazil, in July 2009, Brazil is now ICAP’s third largest wholly-owned

* From continuing operations excluding amortisation and impairment of intangibles

Technology spend as a percentage of revenue*

* From continuing operations excluding amortisation and impairment of intangibles

Risk and control environment: managing risk Risk framework

Regulatory risk Credit risk

In practice, only an extremely small proportion of ICAP’s Strategic risk

* From continuing operations excluding amortisation and impairment of intangibles

* From continuing operations excluding amortisation and impairment of intangibles