Annual Report
for the year ended 31 March 2003 ICAP plc Annual Report 2003 1
ICAP is the world’s largest voice and electronic interdealer broker.
Following the acquisition in May 2003 of the BrokerTec fixed
income securities businesses, ICAP’s average daily transaction
volume is now in excess of $500 billion, 40% of which is
electronic. The Group is active in the wholesale markets for OTC
derivatives, fixed income securities, money market products,
foreign exchange, energy, credit and equity derivatives. 
ICAP provides a specialist independent broking service to
commercial banks, investment banks and other liquidity providers
that trade in the wholesale financial markets. In these markets
adequate liquidity depends crucially on the intermediary skills
of a broker, whether voice or electronic. Our role is to match buyers
and sellers in these markets as quickly as possible and provide
the communications facilities that make it possible to complete
transactions efficiently. ICAP now has more than 2,800 staff,
operating from 21 offices worldwide, providing this service. 
In electronic broking ICAP has developed technologies that
provide a powerful hybrid of voice and electronic broking. 
It uses the established liquidity from our voice broking business
combined with electronic systems that provide both voice and
electronic access to all deals. 
The Group also has a strong information sales business that
supplies market information to professional data vendors
including Reuters, Bloomberg, MoneyLine Telerate and Telekurs.
More information is available on the website at www.icap.com
1 Group Overview
2 Developments
3 Financial Highlights
4 Chairman’s Statement
6 Group Chief Executive Officer’s Review
10 Group Finance Director’s Review 
16 Directors and Secretary
18 Directors’ Report
21 Corporate Governance
24 Remuneration Committee Report
33 Independent Auditors’ Report
34 Consolidated Profit and Loss Account
36 Consolidated Balance Sheet
37 Consolidated Statement of Total
Recognised Gains and Losses
37 Reconciliation of Movements in
Consolidated Shareholders’ Funds
38 Consolidated Cash Flow Statement
39 Company Balance Sheet
40 Notes to the Financial Statements 
64 Principal Subsidiaries, 
Joint Ventures and Associates
66 Information for Shareholders
67 Notice of Annual General Meeting
70 Contact Information
72 Definitions
ICAP plc
Registered number: 3611426 Developments Financial Highlights
2 ICAP plc Annual Report 2003 ICAP plc Annual Report 2003 3
2002
April 
ICAP acquired First Brokers Securities, Inc, 
the leading New York interdealer broker 
in US dollar denominated corporate debt,
which complements ICAP’s leading position
in non-corporate bonds and its electronic
broking capability.
July 
ICAP was the first broker to join the
SwapsWire Network, an electronic
communications network that will provide
the first fully integrated straight-through-
processing infrastructure to improve the
efficiency of trading in the interest rate
derivatives market. The SwapsWire system,
owned by a consortium of 23 banks, began
operations in November 2002.
September 
ICAP agreed to provide MoneyLine Telerate
with additional pricing data for the enhanced
version of its benchmark service, MoneyLine
Capital Markets (19900 series). MoneyLine
Telerate is a leading global provider of
integrated real-time information and transaction
services to the capital markets.
October 
ICAP increased its activities in the energy
broking markets by acquiring APB Energy, 
a leading energy broker in the US and
European markets providing execution services
and coverage of electricity, natural gas, coal
and other energy related products. ICAP’s
existing specialist commodity derivatives
business, based in London, Sydney and
Singapore, covers oils and oil products, bullion
and precious metals, electricity and coal. 
November 
ICAP moved its New York businesses into 
a new headquarters in New Jersey.
ICAP strengthened its operations in Asia
by acquiring Nittan Capital’s voice broking
interests in Singapore, Hong Kong and
Thailand. With a total of 600 staff and a strong
integrated network of ten offices, ICAP is 
now the largest interdealer broker in the 
Asia Pacific region. 
2003
January 
ICAP signed contracts to acquire BrokerTec’s
fixed income securities businesses. This will
create a strong combination: the world’s
leading interdealer voice broker and the
world’s leading electronic interdealer broker
of fixed income securities.
February 
ICAP completed the successful installation
of the i-Swap system to the first 14 leading
derivatives trading banks in Europe. i-Swap
is ICAP’s sophisticated screen based broking
system combined with straight-through-
processing which aims to improve trading
efficiency in the interest rate derivative markets.
March 
ICAP agreed with Amanah Butler Malaysia
Sdn Bhd to launch electronic broking in
Malaysia. Amanah Butler, the leading broking
house in Malaysia, will use ICAP’s electronic
broking system, ETC, for trading of
Malaysian fixed income securities.
Notes
1 Excludes goodwill amortisation of
£17.0 million (2002 – £8.2 million) and
a net exceptional gain of £10.8 million
(2002 – £2.9 million). 
2 Converted at the average exchange
rate for the year of US$1.54.
3 Excludes goodwill amortisation and
exceptional items but includes two million
contingently issuable shares.
472.6
527.9
664.3
2001 2002 2003
Turnover (£m)
75.6
89.1
123.7
2001 2002
2001 2002 2001 2002
2003
Profit before tax – adjusted (£m)
(1)
49.4
58.0
77.3
2003
Earnings per share – adjusted (pence)
(3)
20.0
24.0
30.0
2003
Dividends per share (pence)
Year ended Year ended Year ended
31 March 2003 31 March 2002 31 March 2003
(2)
£m £m US$m
Turnover 664.3 527.9 1,023.0
Expenses 550.8 447.8 848.2
Profit before tax – adjusted (note 1) 123.7 89.1 190.5
Earnings per share – adjusted (note 3) 77.3p 58.0p 119.0c
Dividends per share 30.0p 24.0p 46.2c
Profit before tax – statutory 117.5 83.8 181.0
Earnings per share – basic 77.0p 52.8p 118.6c 4 ICAP plc Annual Report 2003 ICAP plc Annual Report 2003 5
Chairman’s Statement
The Group’s profit before tax, goodwill amortisation and exceptional
items was £123.7 million for the year to 31 March 2003 compared with
£89.1 million for the previous year. Shareholders’ funds at 31 March
2003 were £254.8 million, up £66.3 million.
This was another extremely good performance
from ICAP with almost all products and
markets providing a strong contribution 
to the overall result. Markets have shown
good growth particularly those for medium
term interest rate derivatives and credit.
ICAP’s total return to shareholders since 
the merger between Garban and Intercapital
in September 1999 has been 367%. 
In 2002 our shares outperformed the FTSE
350 by 40%. This reflects our ability to
produce good results in a highly competitive
environment. 
The directors recommend a final dividend 
of 23 pence per share to be paid on 
29 August 2003 to shareholders on the
register on 1 August 2003 making total
dividends of 30p per share for the year. 
The increase of 25% is consistent with our
progressive approach to the dividend and
our confidence in the cash generative
nature of the business.
Our interdealer broking business benefits from
significant market share and economies of
scale. In those markets where we do not have
a prominent market share, we have formed
joint venture and associate companies with
appropriate partners to access liquidity. In
2002, we estimate that the global interdealer
broker market for OTC derivatives, fixed
income securities, money market products,
foreign exchange, energy, credit and equity
derivatives increased by circa 10% to be 
worth approximately $4.3 billion in revenue.
ICAP continued to be the global leader with
a 23% share of the market, a position that
expanded during 2002 through organic
growth and acquisitions of First Brokers and
APB. The acquisition towards the end of the
year of the majority of Nittan Capital’s voice
broking operations in Asia has contributed
to ICAP’s global market share. 
We have been consistent in our strategy
over the past several years and will remain
on the same path; growing our business –
both voice and electronic – organically and
through acquisition. We will continue to take
advantage of these opportunities and expect
to see further consolidation in our sector. 
After the end of the financial year we completed
the acquisition of several BrokerTec fixed
income securities businesses. The initial
consideration involved the issue of 11,989,509
new ICAP shares. The majority of these
shares are held by the banks and investment
banks that were shareholders in BrokerTec
Global L.L.C. This is a significant and very
welcome addition of some of our largest
customers to our shareholder base.
Two of our non-executive directors, John
Nixon and Declan Kelly, resigned from the
board in January 2003. Both had previously
been members of the Intercapital board and 
I would like to thank them both for their
contribution to the success of ICAP. John,
using his broad industry experience, has
taken up the role of Director of Strategy for
ICAP based in the US.
By donating the proceeds of one day’s
broking revenue on 11 December 2002,
ICAP raised £3.3 million for charities around
the world. Over the past ten years, ICAP has
raised more than £13.3 million for a variety
of charities and during this time we have
been able to help many people. I would like
to thank ICAP’s staff and customers for their
enthusiasm and generosity.
Staff numbers have increased from 2,200 
to 2,800, largely as a result of the businesses
we have acquired. Competition for quality
staff remains high but our staff turnover has
been very low. I would like to thank all our
staff again for the tremendous effort that
they have made this past year.
As we look to the year ahead, people are just
one source of justified confidence. We have
a clear business strategy. Given our strengths
and the continuing development of our markets,
we expect to continue to grow. The outlook
for our company is very positive.
Charles Gregson
Chairman ICAP plc Annual Report 2003 6 ICAP plc Annual Report 2003 7
Group Chief Executive Officer’s Review
ICAP has had another outstanding year with the business again
increasing market share as well as the successful completion of
a number of acquisitions. Our turnover has grown faster than costs
resulting in further improvement in our operating margins – already
much higher than our peers – demonstrating the importance of cost
control and the beneficial economies of scale.
During the past year market volumes have
been driven upwards by volatility in medium
term interest rates even though official short
term rates have been remarkably stable.
Additionally, considerable uncertainty 
in corporate credit has substantially boosted
our credit derivatives and corporate bond
businesses. The credit default market has
become one of the major new product areas
in the past few years and we are now firmly
established as the number two broker. We
expect credit derivative volumes to grow steeply.
Another new area for the Group has been
the emergence of an active market in inflation
derivatives. We are the leading broker in this
new field and anticipate the development
over the next few years of a specialist market
in economic derivatives. ICAP continues to be a
leader in innovation and product development
in the wholesale financial markets with this
and several other initiatives. 
The BrokerTec acquisition
After almost two years of negotiations our
acquisition of BrokerTec’s fixed income
securities businesses was completed on 
7 May 2003. This is truly a major strategic
step forward that creates the right combination
of the world’s largest interdealer voice broker
and the world’s leading electronic broker 
of fixed income securities. ICAP now has
daily transaction volumes in excess of 
$500 billion – of which 40% is electronic. 
No competitor has a position in voice 
and electronic broking that is comparable.
This acquisition was the subject of an extensive
review by the US Department of Justice,
which requested certain changes to the initial
agreements between ICAP and BrokerTec 
as announced on 16 January 2003. Overall
those changes are not expected to have any
material financial effect on the acquisition,
which is anticipated to be broadly earnings
neutral in the year ending 31 March 2004,
but earnings enhancing thereafter.
With daily volumes of around $200 billion,
BrokerTec will become the backbone of
ICAP’s Electronic Broking division. We expect
that there will be significant synergies with
our existing platform, ETC, as well as offering
customers improved access and liquidity
across a wide range of fixed income markets
as our platforms are integrated. During the
integration period our customers will
continue to have uninterrupted access 
to electronic broking of BrokerTec and ETC
products together with voice broking of all
other products. By September 2003, using 
a combination of our technologies, we will
have an integrated, hybrid voice and electronic
broking platform with proven functionality
and low operating costs. We expect to
improve returns through the rationalisation
of operations including networking, removal
of duplicated support costs and the
integration of technology development. 
Strategy
The BrokerTec acquisition creates a uniquely
competitive and independent platform
trading in a wide range of securities in the
world’s fixed income markets. As demand
for electronic broking has grown, ICAP’s
strategy has been to develop its capabilities
by bringing together liquidity from both voice
and electronic broking. We believe that the
strength of our business now rests firmly
upon having the optimum combination 
of voice and electronic broking with a hybrid
service. This is a very powerful proposition.
There is no question that electronic broking
is changing the nature of our industry
inexorably and that the BrokerTec acquisition
gives us an outstanding opportunity to
accelerate the development of the business
and improve returns.
In our opinion the consolidation in the
interdealer broking industry will continue 
in both the voice and electronic markets.
Although some of our competitors have
particular strengths in either voice or
electronic broking, none can field such
a strong combination in both. Growth will
come from our focus on building market
share organically and, where appropriate,
through selective acquisition.
The markets in which we operate are
becoming increasingly integrated. Our
customers expect to find liquidity in each
individual market but additionally they also
expect to trade across markets. For several
years customers have traded the “spread”
between products and increasingly they
expect to make “contingent” trades that
depend on the alignment of prices in several
markets before deals can be completed. 
We are developing and delivering technology 
to make these trades possible. ICAP’s liquidity
in a broad range of benchmark derivative
and cash markets gives us a big competitive
advantage and is required to deliver true
cross market trading to customers. 
There is a natural focus on market share
between the interdealer brokers and,
following the BrokerTec acquisition, ICAP
has a global market share of about 25%,
50% more than our nearest competitor.
However in many markets the brokers face
another challenge, banks trading directly
with each other. A key strategic opportunity
for ICAP is to create faster, more transparent,
more efficient broking services using
technology to constantly enlarge our available
market and make it more economic for
banks to trade through us rather than direct.
Finally we have the issue of connectivity. 
Put simply, this is the level of integration
between ICAP’s networks and systems and
our customers’ networks and systems. It is
complex, difficult, time consuming and quite
expensive. The further that we can extend
this connectivity, the more quickly and easily 
we can deliver new products and more
efficient straight-through-processing (STP)
through this electronic pipeline. The BrokerTec
acquisition significantly improves our
connectivity with our largest customers and
we will combine this with our existing
infrastructure. Few of our competitors have
the appetite to invest in creating these levels
of integration: we have the scale and critical
mass to do so.
Review of operations
Overall profit
(1)
from securities broking rose
sharply from £28.5 million to £47.2 million 
as the result of improvements in our margins,
recovery following the loss of our offices in
the World Trade Center, the acquisition 
of First Brokers and good underlying market
activity. In our derivatives and money broking
businesses, it was another good year with
profit
(1)
of £56.9 million, slightly above the
previous year. The Group’s interest rate
derivative and options broking activities were
very successful, but with less pronounced
growth in some of the Group’s traditional
money broking businesses.
Americas After twelve months in temporary
accommodation we moved our New York
businesses into new headquarters in New
Jersey in November 2002. The rise in
profit
(1)
in the year ended 31 March 2003 
to £34.8 million from £16.1 million was 
the result of several factors, including:
• the restoration of our broking operations
after the loss of our World Trade Center
offices in 2001;
• moves in medium-term interest rates
which buoyed our derivatives and fixed
income businesses – US treasuries and
mortgages were particularly active; 
• First Brokers, the US corporate bonds
business that we acquired in April 2002,
exceeded expectations with a surge in
turnover and profitability. This was propelled
by increasing market share coupled with 
a significant rise in secondary market
activity for corporate bonds;
ICAP Senior Commercial Management
Chief Operating Officer
David Gelber
Americas
Ron Purpora and Doug Rhoten
Europe and Africa
George MacDonald, David Casterton,
Paul McMenemy and Gary Smith
Asia Pacific
Bryan Massey and Mark Webster
Electronic Broking
Steve McDermott, Hal Hinkle and
Garry Jones
Information Services
John Barber
(1)
profit before tax, interest, exceptional items but after
charging goodwill amortisation 8 ICAP plc Annual Report 2003 ICAP plc Annual Report 2003 9
Group Chief Executive Officer’s Review continued
• the acquisition of APB in October 2002.
Although the US energy markets since
then have been subdued, mainly due to
the Enron collapse, we remain positive
about the sector. We intend to make
further acquisitions in the energy market
to build a leading global business.
Europe This was another very successful 
year for our business in Europe and profit
(1)
increased from £54.3 million to £63.4 million.
In the fixed income securities markets, credit
volatility kept the eurobond markets busy. 
UK government bonds and the distressed
debt markets were also active. As a result 
of determined efforts by management, 
a small number of product areas that had
previously not been profitable moved into
profit this year. Volatility in the oil market
as a result of tensions in the Middle East
resulted in a record year for our European
energy businesses. The interest rate
derivatives business saw the benefits of 
a very strong franchise and was able to
capitalise on moves in medium and longer
term interest rates. 
Asia The acquisition of Nittan Capital’s 
voice broking businesses in Singapore, 
Hong Kong and Thailand has enabled us 
to build a leading market position in Asia. 
The integration of these businesses is now
well underway. With a total of 600 staff and 
a strong network of ten offices, ICAP is 
the largest interdealer broker in the Asia
Pacific region. Overall the local interest rate
derivatives markets were not particularly
active but there was a strong performance
from our fixed income businesses. We
believe that a stronger and more profitable
business will emerge in the financial year to
31 March 2004 as the benefits arising from
the acquisitions made and a reorganisation
of our Asian bond business in Japan and
Hong Kong are realised.
Progress in electronic broking We have
seen some increases in the penetration 
of electronic broking in the fixed income
securities markets but fully electronic
broking is just one aspect of automation 
that suits the more liquid and commoditised
markets. As a result, ICAP has adopted 
a hybrid model bringing together electronic 
and voice broking on the same platform.
These systems now cover a wide range 
of fixed income markets: in the US, in 
a range of US Treasury securities and
repurchase agreements, in Australia, Japan,
South Africa and the UK in government bonds
and euro eurobonds.
Automation has many other guises including
the extension of screen-based price discovery
to new markets and the implementation 
of STP across a wide variety of voice and
electronic broking products. ICAP draws 
on a number of technologies and has tailored
them to meet the automation challenges 
in different markets: 
• the i-Swap system has successfully
completed installation in 22 leading
derivatives trading banks in Europe.
i-Swap extends ICAP’s voice broking with
sophisticated screen based broking and
STP solutions for interest rate swaps,
overnight index swaps and forward rate
agreements. Using proven technology, the
system is delivered over a private network
to wholesale market customers providing
them with enhanced price dissemination,
value added data and reduced trade
processing costs through STP;
• the development of ICAP’s screen based
systems for the money and forward foreign
exchange markets is expected to increase
transparency for our bank customers.
They will also be able to access increased
liquidity from offices across our network;
• the FRA-Cross system enables traders 
of interest rate swaps to input all their
unhedged positions – their FRA exposures
or mismatches – onto the FRA-Cross
website which then automatically matches
one exposed FRA with another. The system
covers sterling, euro, Swiss francs, US dollars
and emerging markets’ trades. More than
200 traders at 80 banks are using FRA-
Cross which has matched transactions
worth $1 trillion since its launch by ICAP
in January 2002.
As anticipated, electronic broking losses
(1)
were reduced from £13.8 million in the
previous year to £8.6 million in the year
ended 31 March 2003. However, the
BrokerTec acquisition will single handedly
transform our global electronic broking
activities into significant profit in the
coming year.
Information services Market data from
ICAP’s broking activities is used to create 
a variety of information products that are
distributed to market participants and data
vendors including Reuters, Bloomberg
MoneyLine Telerate and Telekurs. Many
data vendors have reported a decline in
data revenue this year but ICAP has
continued to expand data sales and profit
(1)
increased from £7.8 million to £8.1 million.
The information services division will benefit
from the data sales contracts which BrokerTec
brings with it.
Innovation In addition to our progress in the
established markets we had an excellent year
in several new products that are developing
rapidly. The three products below generated
almost 9% of our total operating profit 
in the year ended 31 March 2003.
• Credit derivatives have been one of the
most significant developments in our
markets in the past few years with liquidity
growing rapidly after a slow start. ICAP 
in particular did not make any real headway
until two years ago but we are now the
number two broker in these markets.
According to the British Bankers Association
the credit derivatives market has doubled
in size during the past year and is forecast
to double again in 2003.
• ICAP has a leading market position in UK
electricity derivatives, offering both a screen
based and voice broked service.
• Products for hedging inflation have
developed very quickly in Europe during
the past 15 months and ICAP has been 
at the forefront of the expansion of inflation
swaps. We now have a very significant
market share and are now expanding this
market into the US. In addition, we have
recently established an agreement with
Goldman Sachs and Deutsche Bank to
promote economic derivatives, which will
complement our inflation activities.
Outlook
Integration of the ICAP and BrokerTec
businesses is now a priority. We expect that
the cross connection of our platforms will 
be completed by September 2003. This 
will allow us to optimise our connectivity
with our customers’ systems and maximise
revenue capture. We have the resources 
to complete this work with our existing staff
and suppliers. 
Market conditions remain good for ICAP 
and our position is extremely strong. By
creating such a powerful combination: 
the world’s largest voice and electronic
interdealer broker, we can continue to
increase our market share organically and
through selective acquisition. Assuming 
that markets continue to be busy, we 
have set a budget for profit before tax,
goodwill amortisation and exceptional 
items to exceed £140 million in the 
current financial year.
Michael Spencer
Group Chief Executive Officer
(1)
profit before tax, interest, exceptional items but after
charging goodwill amortisation
(1)
profit/loss before tax, interest, exceptional items but
after charging goodwill amortisation 10 ICAP plc Annual Report 2003 ICAP plc Annual Report 2003 11
Group Finance Director’s Review
The Group reported a strong financial performance in the year ended
31 March 2003. Turnover, profit, EPS and dividend per share increased
significantly. Continuing emphasis was placed on improving operating
profit margins, effective cost control and efficient cash management.
Results
The Group reported profit of £123.7 million
before taxation, goodwill amortisation and
exceptional items; this represents a 39%
increase over the prior year.
Turnover grew by 26%, with most of the
Group’s broking operations continuing to
benefit from uncertain and volatile financial
markets. Excluding contributions from
acquisitions in the year and foreign exchange
movements, turnover growth was 13%.
Each of the Group’s three geographic
regions achieved year-on-year turnover
growth of between 9% and 12% in their
continuing operations. The best growth rate
was achieved in the US business following
its strong recovery from the World Trade
Center disaster. If the adverse effect of the
depreciating US dollar is excluded, US
revenue growth was 21%. Turnover growth
in the voice broking segments was 11%.
Costs continue to be tightly controlled.
Although they increased over the prior year
by £103 million (23%), costs increased 
by only £19.4 million (7%) if the impact 
of acquisitions, currency movements and
higher revenue and profit-linked bonuses
were excluded. This increase is in part
explained by the impact of higher business
volumes on variable costs such as clearing
costs. The Group has also invested in certain
growth areas, for example, credit derivatives 
and commodities. The Group’s cost base 
in the financial year to 31 March 2004 is
anticipated to increase by some £3.5 million
as a consequence of higher insurance
premiums and an increase in the UK
employers’ National Insurance rate. There
will also be additional rent and depreciation
charges as a result of the relocation of our
US operations to New Jersey, some of which
may be offset by the receipt of local state
grants to be receivable annually over the
next ten years. Effective cost management
continues to be a major objective.
Broker employment costs, the largest
component of the Group’s cost base, have
been maintained at 54% of Group turnover
for the third year in succession demonstrating
the Group’s determination to maintain control
over broker remuneration. The variable
component of broker remuneration cost,
which is linked to revenue and profit growth,
has now increased to more than half of this
cost. A further element of the Group’s cost
base, estimated to be 7% of Group turnover,
is of a variable nature.
The strong revenue performance, combined
with prudent cost management, has enabled
the Group to increase its operating profit
margin to 17% in the financial year ended 
31 March 2003 (15% in the prior year).
Operating margins
The Group continues to focus on operating
profit margin enhancement through a
combination of growth in market share and
the application of strict cost controls. The
operating profit margin performance of our
voice broking businesses and by geographic
region is summarised below.
The securities broking margin increased
from 11% to 14% assisted by the strong
recovery in our US operations which have 
a large securities broking component.
The reduction in the derivatives and money
broking margin needs to be set in the
following context: the margin for the prior
year benefited from a £1.5 million release 
in bad debt provision no longer required. 
If this was excluded, last year’s margin would
have been 19%. The current year’s margin
of 18% includes £2 million of incremental
costs relating to the Group’s i-Swap initiative.
Excluding these costs, the margin for the
financial year would have been 19%.
Our businesses in Europe continued 
to benefit from strong trading conditions 
in the region.
The Asia Pacific margin has been affected
by the difficult trading environment in Japan
and has also been impacted by the integration
of the recently acquired businesses in the
region. We believe that a stronger and more
profitable business will emerge in the financial
year to 31 March 2004.
Acquisitions
During the financial year the Group made 
a number of acquisitions. Further details 
of these are disclosed in note 14 to the
Financial Statements.
First Brokers On 30 April 2002, the 
Group acquired First Brokers, the leading
New York interdealer broker in US dollar
denominated corporate debt. Its results
have been consolidated into these financial
statements as from May 2002. The US
corporate bond markets have been very
active during the year and this has benefited
First Brokers’ financial performance which
has exceeded pre-acquisition expectations. 
The first deferred consideration payment 
of £13 million was made in May 2003 and
was paid entirely in cash. The Group did not
take up its option to fund it in part by the
issue of shares.
APB APB was acquired by ICAP for an initial
cash payment of $15.5 million on 4 October
2002. Further payments, contingent on the
future earnings of the business, will be
made over four years. The payment in 2003
will be paid in cash. Future payments due 
in 2004, 2005 and 2006 may, at ICAP’s
option, be made either wholly in cash or by
way of a mixture of cash and shares. APB’s
results were consolidated into these financial
statements from October 2002.
Year ended Year ended
31 March 2003 31 March 2002
Activity
Securities broking 14% 11%
Derivatives and money broking 18% 20%
Geographic region
Americas 12% 8%
Europe 20% 19%
Asia Pacific 6% 11%
Note
Operating profit margin is profit before interest and exceptional items but after goodwill amortisation for the Group’s
continuing operations. 12 ICAP plc Annual Report 2003 ICAP plc Annual Report 2003 13
Group Finance Director’s Review continued
Earnings and earnings per share (EPS)
The 37% growth in adjusted earnings reflects
the increase in pre-tax profit, a constant
effective tax rate, and a slight increase 
in minority interests. 
We continue to believe that adjusted EPS,
which reflects the business’s true cash
earnings, is the most appropriate EPS
measurement ratio. This excludes goodwill
amortisation and exceptional items, but
includes share capital which is contingently
issuable in respect of the First Brokers and
APB acquisitions. Following the exercise
of SAYE and executive share options, the
number of shares in issue has increased by
2.5 million. The full-year effect of this will 
be seen in the new financial year. 
Adjusted EPS increased by 33% to 77.3p
and basic EPS was 77.0p.
Dividend
Subject to shareholder approval, a 23p final
dividend is proposed. This compares to 18p
in the prior year and would result in a full-year
dividend of 30p, which represents a 25%
increase on the prior year. This is the third
consecutive year that we have been able to
increase the dividend and reflects the strong
earnings performance and the outlook for
the new financial year. The full-year dividend
is two and a half times covered. 
Cash flow
The effective management of cash resources
remains a key management objective.
Regular reviews of cash retained in operating
subsidiaries are undertaken and where
appropriate surplus cash is repatriated to 
the centre. Capital expenditure is rigorously
controlled and monitored by the Group’s
annual budgeting and regular forecasting
cycles. All acquisition opportunities are the
subject of detailed due diligence and financial
evaluation, including the use of discounted
cash flow and return on investment
techniques and criteria.
The Group’s FRS1 cash flow is set out on page
38 of the Financial Statements.
Consistent with previous years, cash flow 
is best understood by reference to the
movement in net funds (defined as cash,
current asset investments less overdrafts
and borrowings).
On this basis, net funds, as defined in note
31(c) of the notes to the Financial Statements,
increased during the year by £18.9 million
to £184.6 million (2002 – £165.7 million).
The table below summarises the key
elements that make up the £18.9 million
increase in net funds. Most items can be
linked back to the Group’s FRS1 cashflow
statement and related notes. However, the
£14.1 million exceptional items outflow
requires further explanation and is made 
up as follows: operating exceptional items
paid £8.3 million, capital expenditure of
£21.2 million, offset by insurance proceeds
in respect of tangible fixed assets of 
£15.4 million. Apart from a small proportion
of the £8.3 million which relates to Asia
Pacific, all of these cashflows are in respect
of the World Trade Center disaster.
A particularly encouraging feature of cashflow
this year has been the strong working
capital management as is highlighted in 
the table below.
Year ended
31 March 2003
£m
Profit before tax* 123.7
Joint ventures and associates (3.2)
Depreciation 15.8
Net capital expenditure (16.0)
Tax (35.7)
Working capital and other 11.3
95.9
Acquisitions/investments (36.4)
Dividends (26.5)
Exceptional items (14.1)
Net funds inflow 18.9
*excluding goodwill amortisation and exceptional items.
Asian businesses ICAP acquired from 
Nittan Capital its voice broking businesses 
in Singapore (where we already owned
20%), Hong Kong and Thailand.The total
consideration for the acquisition is estimated
to be in the region of £25 million, payable 
in cash, of which £18 million was paid on
completion with the remainder becoming
payable in November 2003. These businesses
were consolidated into these Financial
Statements from mid November 2002.
BrokerTec 
On 7 May 2003 the Group completed the
acquisition of BrokerTec’s fixed income
securities businesses for a consideration 
of £180 million. The initial consideration 
for the acquisition was satisfied by the issue 
of 11,989,509 new ordinary shares. Up to 
an additional 6,744,099 new ordinary shares
will be issued after one year, the final number
of which will be dependent upon the first
year revenues earned by the acquired
businesses and ETC, ICAP’s existing electronic
trading platform.
In the year ended 31 December 2002, the
unaudited profit before exceptional items 
of the BrokerTec businesses acquired was
$20.5 million.
Net synergies are anticipated to be at 
least £2.2 million in the financial year
ending 31 March 2004. After taking these
synergies into account it is expected that
the transaction will be broadly EPS neutral
in the year to 31 March 2004.
Exceptional items
The Group received a further £16.2 million
of insurance receipts in respect of the World
Trade Center disaster in the financial year 
to 31 March 2003. It is anticipated that 
we will receive a final payment of some 
£5 million of material damage insurance
receipts in the financial year to 31 March 2004
making a total of £33.1 million received 
from insurers in respect of the World Trade
Center disaster.
During the financial year the Group incurred
£3.1 million of expenses in connection with
restoring the business following the World
Trade Center disaster. In November 2002,
our US operations moved into new premises
in New Jersey and this brings to a close the
World Trade Center disaster related costs.
There were a number of rationalisation
costs associated with the acquisition of 
the Asian businesses and these are
reflected in a £1.7 million exceptional
charge in the year. Furthermore, there was
a £0.6 million loss on the sale of the Group’s
investment in Nittan Capital Group Ltd.
The integration of BrokerTec and the 
Group’s existing electronic operations has
begun and will result in exceptional costs in
the financial year to March 2004. In the UK
the Group is relocating its London offices in
mid 2004 and this may also result in some
exceptional costs.
Taxation
The effective tax rate, which excludes
goodwill amortisation and exceptional items,
has been maintained at 34%. The increasing
profit contributions from the US, a high tax
jurisdiction, could result in a 1 to 2% rise 
in the Group’s effective tax rate next year. 14 ICAP plc Annual Report 2003 ICAP plc Annual Report 2003 15
Group Finance Director’s Review continued
It is estimated that 75% of the Group’s net
funds is held by operating subsidiaries 
to meet regulatory capital, commercial and
general working capital requirements. This can
vary from time to time depending upon
territorial profit mix, regulatory capital rule
changes and counterparty perception of the
appropriate level of capital required to be
retained in the business.
As at 31 March 2003 borrowings were nil
and there was a small overdraft of £1 million.
During the financial year the Group renewed
its banking facilities and now has in place a
three-year £50 million loan facility with four
commercial banking institutions. This facility is
essentially of a working capital nature, although
£20 million can be utilised for acquisitions. 
Balance sheet
Net assets increased by £66.8 million
during the year, and as at 31 March 2003
were £263.2 million. 
The Group’s tangible fixed assets increased
by £22.8 million during the year principally
due to the reinstatement of our US operations
following the World Trade Center disaster. 
The acquisitions undertaken in the year have
resulted in a significant increase in goodwill
held on the balance sheet. This will 
increase substantially following the acquisition
of BrokerTec.
Deferred consideration is payable in respect
of the First Brokers and APB acquisitions
and is dependent on their future performance.
At the Company’s option part of this
consideration may be paid by way of issue
of shares and this is reflected in the balance
sheet as contingent share capital. The cash
element is included within creditors.
Following the exercise of SAYE and executive
share options some 2.5 million shares 
were issued resulting in an increase of
£19.2 million in the share premium account.
The difference of £15.6 million between the
exercise price and market price has been
charged to the profit and loss reserves in
accordance with current accounting standards.
Risk management
The identification, control and monitoring
of risks facing the business remains a key
management priority and steps have been
taken to enhance our risk management
procedures. The key risks include operational,
credit, market, treasury and reputational
risk. Details of our approach to risk
management are provided in the Corporate
Governance statement on pages 21 to 23.
Foreign exchange
The Group hedges its transactional foreign
exchange exposures by the use of foreign
exchange contracts and options. The
Group’s major exposures are to US dollar
and euro inflows into the UK. A 10 cent
movement in the US dollar before hedging
has a £2.5 million impact on profit before
tax, goodwill amortisation and exceptional
items. A 10 cent movement in the euro
before hedging has a £4 million impact. 
As at 1 May 2003, the Group has 61% of its
US dollar exposure for the year to 31 March
2004 hedged at $1.52 and for the year 
to 31 March 2005 3% is hedged at $1.50.
Given the recent euro appreciation against
sterling, the opportunity has been taken to
start hedging the Group’s euro exposures.
As at 1 May 2003 the Group had 30% of
its euro exposure for the year to 31 March
2004 hedged at a blended euro rate of
1.40. The rate that is actually achieved
will vary according to the spot rate at maturity.
The Group does not hedge its translational
foreign exchange exposures. The impact of
foreign exchange movements on the Group’s
results is mitigated by translating the profits
of its overseas subsidiaries at average exchange
rates. Where appropriate, structural hedges
via inter-company debt are put in place to
further mitigate translational foreign exchange
exposures. The only major translational
foreign exchange exposure is to the US
dollar, where a 10 cent movement would
have a £1.5 million impact on pre-tax profit.
Interest rate management
Cash balances are invested only in
investments of appropriate quality (not less
than AA rated) and for a duration of no
longer than two years. Limits are in place
to ensure that restrictions are in existence
as to the amount of funds that can be
invested in any one institution. This is
subject to regular review by the Treasury
Committee. The overall philosophy is one 
of capital preservation, liquidity management
and then yield enhancement.
The Group has an exposure to interest rate
movements in a number of geographic
regions. The main exposures are to US
interest rates where a 1% movement in
interest rates has a £1 million sensitivity 
to the profit and loss account, and to UK
interest rates where a 1% movement
impacts profit and loss by £0.5 million.
At present the Group has not hedged any
of its variable interest rate exposure. 
Accounting developments
There have been no new accounting standards
issued which required implementation by
the Group this year.
The Group continues to monitor accounting
developments and in particular the move to
International Financial Reporting Standards.
Return on capital
The return on capital employed for the year,
measured by dividing the post-tax profit
before goodwill amortisation and exceptional
items by the average capital employed in
the year (after adding back goodwill written
off: at 31 March 2003 £41.9 million, at
31 March 2002 £24.9 million), increased
from 29% to 30%.
The new financial year
The financial priorities for the forthcoming
year are to integrate satisfactorily the
BrokerTec acquisition and to increase our
profit margins through a combination of
growth in market share and effective cost
control. We plan to achieve this against 
a continuing background of strong cash
management disciplines.
Jim Pettigrew
Group Finance Director  16 ICAP plc Annual Report 2003 ICAP plc Annual Report 2003 17
Directors and Secretary
1 Charles Gregson, aged 55, was appointed
non-executive Chairman on 1 August 2001
having been executive Chairman since 
6 August 1998. Between 1978 and 1998,
he was responsible for the businesses that
became the foundation of Garban. 
He is also an executive director of United. 
In addition, he is non-executive Deputy
Chairman of Provident Financial plc. N
2 Michael Spencer, aged 47, is Group 
Chief Executive Officer. He was the founder
of the private Intercapital Group in 1986
and became Chairman and Chief Executive
of Intercapital in October 1998, following the
Exco/Intercapital merger. He was appointed
non-executive Chairman of Numis Corporation
plc in April 2003. He has worked in the City
since 1976. N
3 David Gelber, aged 55, was appointed
Group Chief Operating Officer on 
9 September 1999, having been the Chief
Operating Officer of Intercapital, following
the Exco/Intercapital merger. Prior to joining
the Intercapital companies, he held senior
trading positions with Citibank and Chemical
Bank and was Chief Operating Officer for
HSBC Global Markets. He joined IPGL in
1994 as Group Managing Director. In addition
to his role as Group Chief Operating Officer,
he has managerial responsibility for the
Company’s operations in the Asia Pacific
region. GR,T
4 Nicholas Cosh, aged 56, was appointed 
a non-executive director on 5 December 2000.
He is a director of Hornby plc, Bradford &
Bingley plc and Computacenter plc. From
1991 to 1997 he was Finance Director of
JIB Group plc and until 1991 Finance Director
of MAI plc. He is a chartered accountant
and is Chairman of the Audit Committee. A,R
5 Robert Knox III, aged 59, was appointed
a non-executive director on 8 December
1999. With an MBA from Berkeley, he has
managed Zion’s Capital Markets Group
including internet and on-line trading
strategy for the past ten years. He is Senior
Vice President of Zion’s First National Bank. 
He is also a member of the Regional
Advisory Committee of the Bond Market
Association, NYC and a director of Roth
Capital Markets Inc. N
6 Donald Marshall, aged 58, was appointed
a non-executive director on 26 July 1999.
He is managing partner of Capital Markets
Advisors LLC, a firm providing consulting
services to major financial institutions with
particular reference to derivative products
and emerging market credits. He is a
director of First Brokers Securities, GovPX
Inc and SIF Garban Intercapital, Mexico. 
He has been a consultant to the Group
since December 1998. From 1970 until
1996, he worked for the Euro Brokers group 
of companies and was Chief Executive from
1980 to 1996. A
7 Stephen McDermott, aged 46, was
appointed an executive director on 28 October
1998. He is responsible for electronic
trading, having previously been responsible
for Garban Americas. Prior to joining the
Company, he managed the forward foreign
exchange business at Tullett & Tokyo and
joined the foreign exchange business of
Garban in 1986. He was appointed a director
of the US Operations on 29 December 1995.
He is also a board member of Columbia
University’s division of special programs 
and services. 
8 William Nabarro, aged 47, was appointed
a non-executive director on 28 October
1998 and is Chairman of the Nominations
Committee. He is Vice Chairman of KPMG
Corporate Finance. Until July 1999, he was
a managing director of SG Hambros
Corporate Finance, having initially joined
Hambros Bank in 1978. Between 1989 and
1992, he was an executive director of MAI
plc with responsibility for MAI’s market
research activities. A,N,R
9 Jim Pettigrew, aged 44, was appointed
Group Finance Director on 18 March 1999,
having become an executive director 
on 25 January 1999. In 1988 he joined
Sedgwick Group plc as the Finance Director
of its Financial Services Division. Between
1993 and 1996 he was the Group Treasurer
of Sedgwick Group plc and, from 1996,
Deputy Group Finance Director. He is a
chartered accountant and a member of the
Association of Corporate Treasurers. GR, T
10 Paul Zuckerman, aged 57, was appointed
a non-executive director on 28 October 1998.
He is Deputy Chairman and the senior
independent director and Chairman of the
Remuneration Committee. He is Chairman
of Zuckerman & Associates LLC, a boutique
specialising in start-up companies. He is
also a director of a number of companies
including Merrill Lynch European Equity
Hedge Fund Ltd and Dabur Oncology plc.
He was a founding member and Managing
Director in charge of investment banking at
Caspian Securities. Prior to joining Caspian,
he was Chairman of SG Warburg Latin
America Ltd, Vice Chairman of SG Warburg
International and an executive director of SG
Warburg & Co Ltd. A,N,R
Edward Pank, aged 57, has been Company
Secretary since 21 September 1999 having
previously been Company Secretary of
Intercapital, formerly Exco, from 1987. 
He is also secretary of all board committees.
Key to membership of committees
A Audit Committee
N Nominations Committee
R Remuneration Committee
GR Group Risk Committee
T Treasury Committee
12 4 69 8 10 5 7 3 18 ICAP plc Annual Report 2003 ICAP plc Annual Report 2003
The directors present their report and the
audited Financial Statements of the Group
for the year ended 31 March 2003.
Activities, business review
and development
A full and fair review of business activities
and future developments of the Group 
is given in the Chairman’s Statement, 
Group Chief Executive Officer’s and Group
Finance Director’s reviews on pages 4 to 15. 
Related party transactions
Details of related party transactions are set
out in note 29 to the Financial Statements. 
Post balance sheet event
On 7 May 2003 the Group completed the
acquisition of BrokerTec and details are 
set out in note 32 to the Financial Statements.
Results and dividends
The results of the Group for the year are
set out in the consolidated profit and loss
account on page 34. Following payment of
the interim dividend, details of which 
are set out in note 9 to the Financial
Statements, the directors recommend 
a final dividend of 23 pence per share for 
the year ended 31 March 2003 to be paid
on 29 August 2003 to shareholders on the
Register on 1 August 2003 (ex-dividend
date being 30 July 2003). After allowing for
the payment of the proposed dividend, the
profit for the year transferred to reserves
was £46.5 million.
Directors and directors’ interests
Biographical details of the directors who
held office throughout the year are given 
on pages 16 and 17 with the exception of 
John Nixon who resigned on 1 January
2003 and Declan Kelly who resigned on 
22 January 2003. Details of the service
contracts of the current directors and of the
interests of the directors in the Company’s
shares are shown in the Remuneration
Committee Report on pages 24 to 32.
In accordance with the Company’s articles
of association, David Gelber and Michael
Spencer will stand for re-election at the
forthcoming Annual General Meeting.
Robert Knox III and Donald Marshall 
will not be standing for re-election.
Corporate Social Responsibility
Employee involvement and employment
practices The Group is committed to
achieving the highest standards in its
workplace. The policies and practices 
in place within the Group to deter acts 
of harassment and discrimination are
regularly monitored. The Group maintains 
a zero tolerance policy concerning sexual
harassment, discrimination and retaliation
against individuals who report problems 
in the Group’s workplace.
The Group recognises the value of
communication with employees at all 
levels and incentive schemes and share
ownership schemes are run for the 
benefit of employees.
Health and safety The Group has a 
health and safety policy and is committed 
to providing for the health, safety and
welfare of all its employees and to maintaining
standards at least equal to the best practice
in the financial services industry.
Equal opportunities The Group is
committed to employment policies that
follow best practice and offers opportunities
for employment, training and career
development and promotion based on
individual abilities, regardless of gender,
race, national origin, disability, age, sexual
orientation, or religious or political beliefs. 
Environment policy Recognising that the
Group’s operations are themselves of 
minimal environmental impact, ICAP’s 
policy is to operate, as far as practicable,
environmentally friendly policies and meet the
statutory requirements placed on the Group.
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, ensure that
the suppliers are made aware of the terms
of payments and pay in accordance with 
its contractual and legal obligations. The
Company does not have any trade creditors.
19
Charity Day and charitable donations
During the year the Group donated
£3.3 million (2002 – £2.8 million) to
charitable organisations globally, of which
£2.0 million (2002 – £2.0 million) was
donated to charitable organisations in 
the UK. By donating the proceeds of 
one day’s broking each year, ICAP’s staff
and customers have raised more than
£13.3 million in the past ten years which
has made a difference to many people
around the world.
Political donations
In the UK the Group made a donation 
to Business for Sterling of £50,000. In 
the US, during the 2002 election season,
the Group made contributions of $35,000 
to non-federal accounts and political action
committees supporting the Republican Party
and $20,000 to non-federal accounts
supporting the Democratic Party (2002 –
£52,875 to Business for Sterling).
Share capital
All changes in share capital are detailed 
in note 23 to the Financial Statements. 
As at 31 March 2003, options existed 
over 4,110,399 of the Company’s ordinary 
shares of 50 pence in relation to employee
share option schemes. Of this figure
843,705 are options over existing shares
which are held in Trust and the remainder
are expected to be satisfied by new issues 
of shares. Changes in options under the
various schemes are detailed in note 24 to
the Financial Statements. On 7 May 2003
11,989,509 shares were issued to BrokerTec
Global L.L.C. on completion of the acquisition.
At the Annual General Meeting held on
17 July 2002, the Company was given
authority to purchase up to 10,046,409 of
its ordinary shares. The authority will expire
at the conclusion of the Annual General
Meeting to be held on 16 July 2003.
Annual General Meeting
The fifth Annual General Meeting of 
the Company will be held on Wednesday,
16 July 2003. The Notice of Meeting 
is set out on pages 67 to 69.
In addition to the ordinary business of
voting upon receiving the Annual Report,
declaring a dividend, the re-election 
of directors and the appointment of 
auditors, the following special business 
will be considered:
Resolution 6 will be proposed as an
Ordinary Resolution to approve the
Remuneration Committee Report.
Resolution 7 will be proposed as a Special
Resolution. It is to authorise the directors to
subdivide and redesignate the preference
shares, comprising A Series 7.7 per cent.
Preference Shares, A Series 5.6 per cent.
Preference Shares, B Series Preference
Shares and the C Series Preference Shares,
as ordinary shares and amend the articles 
of association of the Company accordingly.
At the time of the demerger from United,
a financing facility was put in place taking 
the form of options exercisable by the
Company to require United to subscribe for
preference shares in certain tranches. This
option expired on 9 September 2001 with
none of the preference shares having been
issued and therefore the Company now
wishes to redesignate the preference shares
as ordinary shares and to amend the
Company’s articles of association accordingly.
Resolution 8 will be proposed as an
Ordinary Resolution. It is to authorise 
the directors to allot ordinary shares of 
the Company up to an amount equal to
approximately one third of the existing
issued share capital. 
Resolution 9 will be proposed as a Special
Resolution. It is to empower the directors 
to allot ordinary shares, otherwise than on 
a pro-rata basis to existing shareholders 
in connection with any future rights issue 
for cash, up to an aggregate nominal
amount of £2,573,051 (being 5% of the
existing issued share capital at 31 March
2003 and approximately 4.5% of the 
issued share capital at 7 May 2003).
Each of the authorities in Resolutions 8 and 9
lasts for a period of five years, in accordance
with institutional guidelines. The directors
have no present intention of exercising these
authorities. It is normal for boards of listed
companies to have these authorities, in order
to take advantage of market opportunities as
they arise.
Resolution 10 will be proposed as a Special
Resolution. It will empower the Company to
purchase its own ordinary shares by market
purchases not exceeding approximately
10% of the Company’s issued share capital
as at 7 May 2003. The directors would
exercise this authority only if they were
satisfied that a purchase would result in an
increase in expected earnings per share and
would be in the interests of shareholders
generally. There is no present intention of
exercising this authority and the authority
given in the resolution will expire at the
conclusion of the Annual General Meeting
to be held in 2004.
Resolutions 11 and 12 will be proposed 
as Ordinary Resolutions to approve the
making of political donations and incurring
of political expenditure by the Company 
and its subsidiary Garban-Intercapital
Management Services Limited of up to an
aggregate amount of £100,000 in the period
to the Company’s Annual General Meeting
to be held in 2004. The Political Parties,
Elections and Referendums Act 2000,
contains restrictions on companies making
donations to EU political organisations or
incurring EU political expenditure without
prior shareholder approval.
Directors’ Report 
Substantial shareholdings 
As at 21 May 2003, the Company had been notified of the following interests of 3% or more
in its issued ordinary share capital:
Number of % of
ordinary shares ordinary shares
held held
Mr & Mrs Michael Spencer, together with INCAP Netherlands 
(Holdings) B.V. and Intercapital Private Group Limited* 26,097,312 22.71
Jupiter Asset Management 8,885,836 7.73
Zions Bancorporation 5,941,080 5.17
*Mr and Mrs Michael Spencer own approximately 42% of IPGL which in turn owns approximately 99.1% of INHBV.
Accordingly, Mr and Mrs Spencer are deemed by Schedule 13 of the Companies Act 1985 to be interested in all the
shares held by IPGL (803,171) and INHBV (25,109,141) respectively. A Trust fund of which their children are
beneficiaries holds a further 10,000 shares and Michael Spencer holds 175,000 shares in his own name. Corporate Governance Statement
During the year and up to the date of this
report the Group fully complied with the
provisions of the Code of Best Practice set
out in Section 1 of the Combined Code on
Corporate Governance. The board of ICAP
plc is committed to high standards of
Corporate Governance and is reviewing
recent developments in this area and will
consider making such changes as are
necessary and appropriate in due course.
The following statement details how the
Group has applied the Combined Code.
Directors
Directors and the board The Company
is headed by an experienced board of
directors consisting of a non-executive
Chairman, Group Chief Executive Officer,
three further executive directors and five
non-executive directors. The board meets at
least six times a year, half of those meetings
being held in the US. The board has a
schedule of matters specifically reserved to
it for decision (including strategy, financial
policy and major acquisitions and disposals)
and has delegated authority to a number 
of committees each of which has specific
areas of responsibility. The committees 
are Audit, Nominations, Remuneration,
Group Risk and Treasury. 
Information is provided in a timely manner
to directors for all meetings to enable them
to exercise their judgement in the discharge
of their duties. All directors have access to
the advice and services of the Company
Secretary and procedures exist to enable
them to obtain independent professional
advice in respect of their duties.
There is a clear division of roles and
responsibilities between the Chairman 
and Group Chief Executive Officer. There 
is a balance between non-executive and
executive directors on the board (refer to
pages 16 and 17 for biographical details of 
the directors). Paul Zuckerman is the senior
independent director. All non-executive
directors, other than Charles Gregson,
Robert Knox and Donald Marshall, are
independent of management and considered
by the board to be free from any business 
or other relationships which could interfere
with the exercise of their independence.
Nominations to the board are recommended
to the board by the Nominations Committee
under its terms of reference. In accordance
with the Combined Code and the Company’s
Articles of Association all directors are
subject to election by shareholders at the
first opportunity following their appointment
and, subsequently, must seek re-election at
least once every three years. 
The board has delegated authority to
the following committees of the board
on specific matters. Each committee has
a written constitution and defined terms
of reference.
(i) Report of the Audit Committee The
Audit Committee is responsible for reviewing
the Group’s Financial Statements, internal
financial controls and risk management
systems, for ensuring that the independence
of the external auditors is maintained and
making recommendations as to their re-
appointment and also for monitoring and
reviewing the effectiveness of the Group’s
internal audit function. The Committee
comprises four non-executive directors:
Nicholas Cosh FCA (Chairman)
Robert Knox III resigned 26 March 2003
Donald Marshall 
William Nabarro appointed 22 January 2003
Paul Zuckerman
All members of the Committee, with the
exception of Donald Marshall, are considered
by the board to be independent. Appointments
to the Committee are made by the board 
on the recommendation of the Group’s
Nominations Committee following consultation
with the Chairman of the Audit Committee. 
During the financial year ended 31 March
2003, the Committee met three times with
all members attending. Group senior
management, the Group Head of Internal
Audit and Compliance and representatives
from the external auditors also attended, 
by invitation of the Committee, and the
Chairman of the Committee maintained contact
with them throughout the year. At the end 
of each Committee meeting the Group Head
of Internal Audit and Compliance and the
external auditors are given the opportunity 
to raise any issues they wish, in private,
without group senior management being
present. In the forthcoming financial year
there will be four meetings to coincide with
the start of the external audit cycle, the
financial year-end, and the publication of
the annual and interim Financial
Statements.
The Committee reviews the Group’s annual
and interim Financial Statements. In doing
this it ensures that accounting policies
adopted, judgements and disclosures 
made in the preparation of the Financial
Statements are the most appropriate to 
the circumstances of the Group.
During the year the Committee received
regular reports on the work of the Internal
Audit department and reviews at least
annually the authority, scope of work and
resources of the department. The Group
Head of Internal Audit and Compliance has
direct access to the Audit Committee and
its Chairman.
The Committee also reviews and
recommends to the board the appointment
of the external auditors, their proposed audit
scope and fees. It also monitors the balance
of audit and non-audit fees to ensure that
the independence and objectivity of the
external auditors is maintained. The
Committee has recommended to the board
a policy which it has developed as to the
types of non-audit work that can and cannot
be undertaken by the external auditors. Any
such proposed non-audit assignments, with
a fee in excess of £50,000, are subject to
the Committee’s prior review and approval.
As part of its consideration of the annual
Financial Statements the Committee has
reviewed and is satisfied that the auditors
have remained independent of the Group
during the financial year and continue to 
do so to the date of this report.
Management is responsible for maintaining
an effective system of internal controls 
with the board being responsible for
reviewing its effectiveness. To assist the
board in this duty the Committee reviews
the Group’s internal financial controls and
risk management systems. Details of the
steps taken by the Committee to review 
the effectiveness of the Group’s system 
of internal control are set out below.
Corporate Governance
20 ICAP plc Annual Report 2003
Resolution 13 will be proposed as an
Ordinary Resolution. It is to authorise the
directors to amend the provisions of article
99.1 by increasing the aggregate annual
sum payable to directors by way of fees
from £400,000 to £600,000. The directors
expect additional non-executive directors 
to be appointed and accordingly the
directors propose an increase.
Resolution 14 will be proposed as an
Ordinary Resolution to adopt the ICAP 2003
Bonus Share Matching Plan. Details of the
new plan are detailed in the Remuneration
Committee Report.
Auditors
PricewaterhouseCoopers were reappointed
auditors to the Company on 17 July 2002.
Following the conversion of our auditors
PricewaterhouseCoopers to a limited 
liability partnership (LLP) on 1 January
2003, a resolution to appoint
PricewaterhouseCoopers LLP as auditors
and to authorise the directors to set their
remuneration will be proposed. Special
notice of this resolution was received by
the Company on 21 May 2003.
Statement of directors’ responsibilities
for the Financial Statements
The directors are required by the
Companies Act 1985 to prepare Financial
Statements for each accounting period 
that give a true and fair view of the state 
of affairs of the Company and Group as 
at the end of the financial year and of 
the profit or loss of the Group for the 
year. The directors confirm that suitable
accounting policies have been used and
applied consistently and reasonable and
prudent judgements and estimates have
been made in the preparation of the
Financial Statements for the year ended 
31 March 2003. The directors also 
confirm that applicable United Kingdom
accounting standards have been followed.
The directors are responsible for keeping
proper accounting records, for taking
reasonable steps to safeguard the Group’s
assets and to prevent and detect fraud and
other irregularities.
Going concern
The directors are satisfied that the Company
and the Group have adequate resources 
to continue to operate for the foreseeable
future and confirm that the Company and
the Group are going concerns.
By order of the board
E.C. Pank
Company Secretary
Directors’ Report continued
ICAP plc Annual Report 2003 21 22 ICAP plc Annual Report 2003
(ii) Nominations Committee The
Nominations Committee comprises
four non-executive directors and one
executive director:
William Nabarro (Chairman)
Charles Gregson
Robert Knox III
Michael Spencer
Paul Zuckerman
It recommends to the board appointments for
the role of Chairman, Group Chief Executive
Officer, executive and non-executive directors.
The procedure for appointments is set out in
its terms of reference and the Committee
meets as required.
(iii) Remuneration Committee The
Remuneration Committee comprises three
independent non-executive directors:
Paul Zuckerman (Chairman) 
Nicholas Cosh
William Nabarro
The Remuneration Committee is responsible
for determining the salaries and other
remuneration of the executive directors and
certain employees. It does not determine the
fees payable to the non-executive directors,
which are considered and approved by the
entire board. Directors are not involved in
deciding their own remuneration.
(iv) Group Risk Committee The Group 
Risk Committee, which comprises such
persons as are appointed by the board 
(who may or may not be directors), is
chaired by David Gelber. A quorum consists
of either two directors of the Company or
one director of the Company and the Group
Head of Internal Audit and Compliance. 
It meets at least every two months and is
responsible for addressing compliance
issues throughout the Group and developing
and monitoring Group risk policies
(including credit) and reviewing major new
business initiatives.
(v) Treasury Committee The Treasury
Committee, which comprises such persons
as are appointed by the board (who may or
may not be directors), is chaired by Jim
Pettigrew. It meets monthly and is
responsible for developing, implementing
and monitoring Group treasury policies.
Relations 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. It has a continuing
programme of meetings (subject to
regulatory constraints) with its major
institutional shareholders both in the 
UK and overseas, where a wide range 
of relevant issues is discussed and their
views sought. All company announcements
are posted on the investor relations section
of the Company’s website, www.icap.com,
as soon as they are released and major
shareholder presentations are also available.
The board recognises that the Annual
General Meeting provides shareholders 
with an opportunity to receive information 
on the Company’s business performance
and to question senior management on 
any business matters.
Accountability and audit
Directors’ responsibilities The directors’
statement regarding their responsibility 
for preparing the Group’s Financial
Statements is set out in the Directors’
Report on page 20 and the Independent
Auditors’ Report regarding their reporting
responsibility is detailed on page 33.
Risk management
General As with all businesses the Group
faces and manages a number of risks. The
board is responsible for setting the Group’s
risk appetite and for ensuring that the
Group’s risk management processes are
appropriate and operating effectively.
During the financial year ended 31 March
2003 the risks faced by the Group were
managed by three committees, Group Risk,
Treasury and Credit, each of which has
specific terms of reference and is chaired
by either the Group Chief Operating Officer
or Group Finance Director. Recently steps
have been taken to enhance the risk
identification, management and monitoring
processes within the Group with the
appointment of a Group Chief Risk Officer
supported by regional Risk Managers. 
The existing risk management committee
structure will report into a Group Risk
Committee (previously the Risk and
Compliance Committee) which will continue
to be responsible for reviewing the principal
risks facing the Group and will receive
regular assessments and reports on risks
identified and ensure that risk management
and monitoring controls are in operation
throughout the Group in accordance with
Group policy as defined by that committee
and by best practice.
In order that the board can confirm in the
annual accounts that it has reviewed the
effectiveness of the internal controls within
the Group, a risk assessment process was
undertaken. This process involves senior
business and support management
identifying the key risks facing their
business/area, the controls in place to
manage monitor and mitigate those risks
and confirmation that those controls have
been in operation throughout the year.
The recent changes made to the Group’s
risk management processes will ensure 
that this process is further embedded 
within the Group.
Credit and market risk The Group transacts
business on an agency or matched principal
basis. In its role as an intermediary
matching buyers and sellers, its exposure to
credit and market risk is therefore limited.
With respect to credit risk, all counterparties
are subject to regular review and
assessment by regional credit officers who
then propose, for approval by the relevant
credit committee, appropriate limits taking
into account the creditworthiness of the
counterparty and the nature of the business
they transact with the Group. Typically, the
Group’s counterparties are highly credit
rated large financial institutions.
The Group’s exposure to market risk 
is limited as the Group does not run a
proprietary trading book. Market risk can
arise in those instances where one or both
counterparties in a matched principal
transaction fail to fulfil their obligations
(i.e. an unsettled transaction) or through
trade mismatches or other errors. The risk
in these situations is restricted to short-term
price movements in the underlying stock
held by the Group. Any such market risk
arising is identified and monitored on a daily
basis. Policies and procedures exist to
reduce the likelihood of such trade
mismatches and to minimise their impact.
The Group does, in certain circumstances,
take positions, usually in highly illiquid
markets, primarily for customer facilitation
purposes and these can give rise to market
risk in the event of any price movement.
Such risks are monitored and controlled by
the setting of limits and the use of hedging
arrangements where appropriate.
Treasury risk The Group’s Treasury
Committee manages and monitors the
Group’s free cash resources to ensure, 
inter alia, that the rate on return on such
funds is maximised and that any country 
or institutional risk arising from the deposit
of such funds is managed. In addition, the
Committee manages the Group’s exposure
to foreign currency and interest rate risk. 
Internal control The board of directors 
is responsible for the Group’s system of
internal control and for reviewing its
effectiveness. Such a system of internal
control is designed to manage rather than
eliminate the risk of failure to achieve
business objectives and can provide only
reasonable and not absolute assurance
against material misstatement or loss.
There is an ongoing process for identifying,
evaluating and managing the significant
risks faced by the Group, which has been 
in place during the year under review 
and up to the date of approval of these
Financial Statements. The process involves
local management identifying and evaluating
risks specific to their businesses and regions
and then periodically reporting formally 
on this risk assessment to the Group’s
management. 
The key elements of the internal control
system are: 
• a comprehensive budgetary process, with
both annual and regular forecasts being
considered and approved by the board;
• monthly monitoring of trading results,
balance sheet and cash flow against
budget and prior periods with significant
variances being investigated and
appropriate action taken;
• regular visits to Group operating
companies by board members and
senior management;
• all transactions authorised in accordance
with delegated authority limits approved
by the board;
• regular internal audit visits to Group
operating companies to carry out reviews
of systems and procedures and
compliance with Group policies;
• senior management within each region
have responsibility for the establishment
of appropriate control frameworks within
their operations to ensure compliance
with Group policies, procedures and
standards. They are also responsible for
ensuring that risks within their businesses
are identified, assessed, controlled and
monitored on an ongoing basis.
The board, through the Audit Committee,
has conducted an annual review of the
effectiveness of the system of internal
control covering all controls including
financial, operational and compliance
controls and risk management. 
The Group has investments in a number 
of joint ventures and associated companies.
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.
Internal audit The Group has an 
internal audit function which undertakes
reviews within the Group and provides
objective assurance to the board, via 
the Audit Committee, on the operation 
and effectiveness of the system of
internal control within the Group.
Regulation The Group is regulated on a
consolidated basis by the UK Financial
Services Authority for the purposes of the
European Investment Services Directive.
Most Group operating companies are
subject to regulatory controls in the
countries in which they operate. Adherence
to these regulations is monitored, where
applicable, by local compliance officers 
who report regularly via the Group Head of
Internal Audit and Compliance to the board.
By order of the board
E.C. Pank
Company Secretary
Corporate Governance continued
ICAP plc Annual Report 2003 23 24 ICAP plc Annual Report 2003
This remuneration report sets out the
Group’s remuneration policy and details 
of the remuneration of each of the directors
for the financial year ended 31 March 2003.
This report will be put to an advisory vote 
of the Company’s shareholders at the
Annual General Meeting to be held on 
16 July 2003. In addition adoption of 
the Bonus Share Matching Plan (details 
of which are set out below) will be put to 
a shareholder vote.
Remuneration Committee
The remuneration policy for executive
directors and the determination of 
individual directors’ remuneration 
packages is delegated to the board’s
Remuneration Committee.
The Remuneration Committee comprises
Paul Zuckerman (Chairman), Nicholas Cosh
and William Nabarro all of whom are
independent non-executive directors in
corporate governance terms. 
The Remuneration Committee, recognising
the recent growth and performance of the
Group, decided during the year to put in
place a more structured remuneration
framework. Since the Merger, the bonus
policy for executive directors has been
entirely at the discretion of the
Remuneration Committee with no
quantitative hurdles or targets set. This is 
no longer appropriate for a group of ICAP’s
size. A framework is required that directly
reflects the financial performance and
successful development of the Group,
ensures that the executive directors’ overall
remuneration is sufficient to retain them and
to incentivise them, and that shareholders’
interests are fully protected. The significant
progress made in growing the Group has to
be both consolidated and safeguarded. 
Over the past year the Remuneration
Committee has conducted a review of 
remuneration policy, looked at a 
number of alternative frameworks, and
taken cognisance of industry practice in
adopting the framework detailed below. 
The new structure is simple, predominantly
performance-based, and seeks to align the 
executive directors’ interests with those of
shareholders through the proposed bonus
share matching plan. The Remuneration 
Committee has been assisted in its
deliberations on executive directors’
remuneration by Mercer Human Resource
Consulting Ltd. (Mercers) who were
appointed by the Remuneration Committee.
Remuneration policy
The Remuneration Committee has
established a policy on the remuneration of
executive directors for the current financial
year and subsequent financial years based
on the following premises: 
• the need to recruit and retain executive
directors of the highest calibre, having
regard to compensation packages offered
by competitors and relative performance
of competitors in the sector;
• the need for a high performance culture;
• the need to align, as far as possible, the
interests of the executive directors with
those of the shareholders over the 
long term;
• the need for a framework that motivates
executives in the short term, and links
remuneration to the long term
performance of the Group and the
individual;
• the requirement that remuneration
arrangements should suit the rapidly
evolving structure of ICAP’s industry;
• plans should be transparent and easily
communicated;
• the objective of the Committee is to give
upper quartile pay for upper quartile
performance.
Remuneration components 
The executive directors’ remuneration
comprises: basic salary, performance related
bonus, pension contributions, life insurance,
medical insurance and, on occasion, car
allowance. Subject to shareholder approval,
remuneration will also include an award
under a bonus share matching plan. 
The strategy of the Group is that the basic
salaries, pension contributions and other
related benefits of executive directors
are modest, with bonuses reflecting the
performance of the Group and the
individual. Salary multiples or upper limits
for bonuses are not considered to be
appropriate in individual cases. Basic
salaries of UK executive directors have 
not been increased since 1999. Stephen
McDermott’s salary was increased in 2001. 
Calculation of the executive directors’
bonus pool
The Remuneration Committee has adopted
a framework which establishes a pool from
which executive directors’ bonuses will be
paid. This pool comprises a fixed and a
variable percentage of the Group’s profit
before tax, goodwill amortisation and
exceptional items. The actual amount of the
pool is in part subject to the achievement 
of the budgeted profit for the year and part
subject to the achievement of agreed
specific objectives set for each individual.
Half the bonus pool is paid to the executive
directors in cash; the other half of the bonus
pool is invested in the Bonus Share
Matching Plan detailed below.
Bonus Share Matching Plan (BSMP)
The Remuneration Committee has designed
a BSMP which is being proposed as
Resolution 14 for approval at the Annual
General Meeting and which will be used 
as the framework for bonuses for the year
ended 31 March 2003. Subject to obtaining
shareholder approval for the BSMP half of
the bonus pool will be used to purchase
shares of the Company to be held by a 
Trust over which executive directors will 
be granted awards. In addition, provided
that the executive directors are still
employed by the Group at the end of the
three year period and still hold their initial
basic award these shares will be matched
one for one by the Trust. In this way two
thirds of each executive director’s variable
remuneration is, under normal circumstances,
directly affected by the performance of 
the Group’s shares over the long term. 
The Remuneration Committee does not
consider it appropriate, as awards reflect the
performance in the year in question, to set
further performance criteria for the release 
of the matching element of this bonus. 
The performance criteria selected for the year
ending 31 March 2004 and the principal
terms of the BSMP are as follows:
Performance criteria
• If profit before tax, goodwill amortisation
and exceptional items and after executive
directors’ bonuses is £140 million or more
and provided that adjusted EPS is greater
than that for the year ended 31 March 2003
the executive directors’ bonus pool will be
3% of that profit;
• an additional amount up to 1.5% of that
profit may be payable at the discretion 
of the Remuneration Committee based 
on the actual profit before tax, goodwill
amortisation and exceptional items and
the achievement of certain specified
personal objectives for executive directors;
• if such profit is below £140 million or
there is no increase in adjusted EPS the
amount of the executive directors’ bonus
pool shall be at the discretion of the
Remuneration Committee;
• the Remuneration Committee will retain
the overriding discretion to make such
changes to the bonus arrangements as it
believes the circumstances warrant. Such
changes may lead to either an increase or
a decrease in the bonus pool.
Principal terms of the BSMP
• A basic award equivalent to half a
director’s bonus will be used to purchase
ICAP shares which will be held in Trust;
• UK executive directors will be granted 
a basic award which can be exercised 
or vest in whole or in part at any time
during a twelve month period after the
announcement of the Group’s final results
for the third financial year following that in
which the award is made or on his leaving
the Group if earlier;
• in relation to the initial basic and
matching awards, these will first become
exercisable on 28 May 2006 and may 
be exercised no later than 27 May 2007;
• UK executive directors will be granted a
matching award over the same number 
of shares as are comprised in his basic
award exercisable between the same
dates as the basic award provided that
the executive director is still employed, 
is not under notice and retains his 
basic award;
• a basic award may be exercised early
where an executive director ceases to 
be employed by the Group. A matching
award will lapse where an executive
director ceases to hold employment,
except where such cessation arises on
death. On retirement a matching award
can be exercised at the end of the three
year period provided that the Remuneration
Committee determines that the executive
director has not operated against the
Group’s interests after retirement;
• on a change of control a basic award
becomes exercisable in full and a
matching award will become exercisable
pro rata depending on the period elapsed
since the date of grant. 
• On any date no award may be granted
under the BSMP if, as a result: 
(a) the aggregate number of shares issued
or issuable pursuant to options and
rights granted under the BSMP and
during the previous ten years under 
all other employees’ share schemes
established by the Company (including
savings related share option schemes
but excluding the ICAP 2001
Unapproved Company Share Option
Plan), would exceed ten per cent of the
issued ordinary share capital of the
Company on that date; and 
(b) the aggregate number of shares issued
or issuable pursuant to options and
rights granted under the BSMP and
during the previous ten years under 
all other discretionary share option
schemes established by the Company
(other than the ICAP 2001 Unapproved
Company Share Option Plan), would
exceed five per cent of the issued
ordinary share capital of the Company
on that date. 
Shares purchased for the purposes of the
BSMP will not count towards these limits;
• in the event of any variation in the share
capital of the Company, adjustments to
the number of shares subject to awards
may be made by the Committee in such
manner and with effect from such date 
as the Committee may determine to 
be appropriate; 
• until basic and matching awards are
exercised, participants have no voting 
or other rights in respect of the shares
subject to their awards; 
• awards are not assignable or transferable.
Shares transferred pursuant to the BSMP
shall rank pari passu in all respects with
the ordinary shares already in issue
except they will not rank for any dividend
or other distribution paid or made by
reference to a record date falling prior 
to the date of exercise of the award; 
• benefits obtained under the BSMP 
shall not be pensionable.
Remuneration Committee Report
ICAP plc Annual Report 2003 25 26 ICAP plc Annual Report 2003
• The Committee may amend the BSMP 
by resolution provided that:
(a) prior approval of the Company in 
general meeting will be required for 
any amendment to the advantage of
participants to those provisions of the
BSMP relating to eligibility, limitations 
on the number of shares subject to 
the BSMP, a participant’s maximum
entitlement or the basis for determining
a participant’s entitlement under the
BSMP and the adjustment thereof in 
the event of a variation in capital, except
in the case of minor amendments to
benefit the administration of the BSMP
and amendments to take account of
changes in legislation, or to obtain or
maintain favourable tax, exchange
control or regulatory treatment for
participants or for any member of the
Group; and
(b) no amendment may be made which
would alter to the disadvantage of a
participant any rights already acquired
by him under the BSMP without the
prior approval of the majority of the
affected participants.
• The BSMP may be terminated at any 
time by resolution of the board or of the
Company in general meeting and shall, 
in any event, terminate on the tenth
anniversary of the date on which the
BSMP is approved by the Company 
in general meeting. Termination will 
not affect the outstanding rights 
of participants. 
The US executive director will be given 
a promise to receive an equivalent number
of shares to the basic and matching awards
equivalent to his cash bonus.
The Trust will waive dividends on all the
shares held under the BSMP. Participating
executive directors may receive discretionary
bonus payments equal to the net cash
amount which they would have received from
dividends on the shares comprised in the
basic award after deductions from the Group.
In subsequent years the Committee 
will establish appropriate criteria for
executive directors’ bonus pool at the
beginning of that year.
While the BSMP is in operation, the
executive directors will not be granted 
any further options except under the 
Save-As-You-Earn scheme.
Remuneration for the year ended 
31 March 2003
In light of the excellent performance of 
the Group in the year ended 31 March 2003,
with profit before tax, goodwill amortisation
and exceptional items increasing from 
£89.1 million to £123.7 million the
Remuneration Committee has, against the
backdrop of the proposed BSMP, established
a bonus pool for the executive directors 
that is 3% of profit before tax, goodwill
amortisation, exceptional items and 
before executive directors’ bonuses, 
and an additional 1.44% of such profit. 
Subject to shareholder approval, half of 
the performance related bonuses in respect
of the year ended 31 March 2003 will be
used to purchase shares for basic awards
under the BSMP. Matching awards will be
granted over an equivalent number of
shares in line with the BSMP rules. The 
sum of £5.75 million has been allocated 
to the BSMP. In addition the executive
directors have received half of this amount
in cash as shown in the table on page 28. 
Salaries remain unchanged which results 
in the following levels of remuneration:
Michael Spencer receives a salary of
£360,000, a pension contribution of 5% of
salary, life assurance, long term disability
insurance, private medical insurance and a
discretionary performance-related bonus of
£3,300,000 comprising cash of £1,650,000
and £1,650,000 which will be used to buy
shares to be held in the Trust under the
BSMP. 89.6% of total compensation was
performance related for the year ended 
31 March 2003.
David Gelber receives a salary of £225,000,
a pension contribution of 5% of salary, life
assurance, long term disability insurance,
private medical insurance and a 
discretionary performance-related bonus of
£950,000 comprising cash of £475,000 and
£475,000 which will be used to buy shares 
to be held in the Trust under the BSMP.
79.7% of total compensation was
performance related for the year ended 
31 March 2003.
Stephen McDermott receives a salary of
$450,000. Benefits include a car lease of
$18,000 per annum, a maximum pension
payment of $5,000, various insurances and
a performance-related bonus of £750,000
comprising cash of £375,000 and a 
promise to deliver a number of shares
currently valued at £375,000 in three 
years’ time. 69.4% of total compensation
was performance related for the year 
ended 31 March 2003.
Jim Pettigrew receives a salary of
£175,000, a car allowance of £10,000,
pension contribution of 10% of salary, 
life assurance, long term disability
insurance, private medical insurance 
and a discretionary performance-related
bonus of £750,000 comprising cash of
£375,000 and £375,000 which will be 
used to buy shares to be held in the 
Trust under the BSMP. 78.4% of total
compensation was performance related 
for the year ended 31 March 2003.
Remuneration of non-executive directors
The remuneration of non-executive directors
is determined by the board.
Nicholas Cosh, Robert Knox III, William
Nabarro and Paul Zuckerman receive fees
of £30,000 per annum. Nicholas Cosh as
Chairman of the Audit Committee, Paul
Zuckerman as Chairman of the
Remuneration Committee and William
Nabarro as Chairman of the Nominations
Committee each receive an additional
£20,000, £10,000 and £5,000 per annum
respectively for those functions. (During the
year ended 31 March 2003 Nicholas Cosh
and Paul Zuckerman each received an
additional £5,000 for their chairmanships.)
A subsidiary of United receives fees from
the Group of £93,617 per annum plus VAT
for Charles Gregson. Donald Marshall has
entered into a consultancy arrangement with
the Company for a fee of $200,000 for 100
days of his time per annum (with any
additional time paid at the rate of $2,000
per day).
Breakdown of remuneration
The fixed and performance-related elements
of directors’ remuneration are illustrated in
the table on page 28.
Directors’ service contracts
The Company has adopted the following
policy on directors’ service contracts:
it is the policy of the Company 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.
No director received compensation for loss
of office during the year.
Remuneration Committee Report continued
The following table shows details of directors’ service contracts:
Compensation
on early
Date appointed Contract date Term Expiry termination
Executive directors
Michael Spencer 09.09.99 30.09.98 1 Year Rolling Note 1
22.07.99
David Gelber 09.09.99 30.09.98 1 Year Rolling Note 1
22.07.99
28.03.01
20.05.02
Stephen McDermott (US) 28.10.98 10.04.03 1 Year Rolling Note 2
Jim Pettigrew 25.01.99 17.11.98 1 Year Rolling Note 3
27.10.99
07.01.00
Non-executive directors
Charles Gregson Chairman 06.08.98
Non-executive Chairman 01.08.01 11.07.02 1 Year Rolling Note 4
Nicholas Cosh 05.12.00 30.11.00 3 Years Fixed 04.12.03 Note 5
Robert Knox III (US) 08.12.99 10.04.03 Note 6 Note 6
Donald Marshall (US) 26.07.99 10.04.03 No Notice Review on 26.07.05 Note 7
William Nabarro 28.10.98 10.04.03 No Notice Review on 28.10.04 Note 7
Paul Zuckerman 28.10.98 10.04.03 No Notice Review on 28.10.04 Note 7
Notes
1 The contracts of Michael Spencer and David Gelber 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 contract of Stephen McDermott may be terminated by the Company with no notice in which case the Company is obliged to make a payment of his base salary of $450,000
and his guaranteed bonus of $350,000.
3 The contract of Jim Pettigrew may be terminated by the Company on no notice in which case the Company is obliged to make a payment of salary and contractual benefits 
for 12 months.
4 Charles Gregson’s services are provided to the Company by a subsidiary of United and this contract is terminable on 12 months’ notice. 
5 Nicholas Cosh has a contract ending on 4 December 2003. Thereafter he will continue in office without a contract and no notice will be required to be given by the Company on
termination after that date. His appointment will be reviewed on 30 November 2006.
6 Robert Knox III is the Zions appointed nominee director subject to an agreement dated 8 December 1999. 
7 William Nabarro, Donald Marshall and Paul Zuckerman do not have contracts with the Company (except for Donald Marshall’s consultancy agreement referred to above) 
and no notice is required to be given by the Company on termination.
ICAP plc Annual Report 2003 27 28 ICAP plc Annual Report 2003
Remuneration Committee Report continued
ICAP plc Annual Report 2003 29
Directors’ emoluments and compensation
The remuneration of the directors of the Company for the year ended 31 March 2003 was as follows:
Directors’ remuneration
Amounts over
which Basic Defined
Salary and Awards will be contribution Year ended Year ended
(3)(8)
consultancy Cash granted under pension 31 March 2003 31 March 2002
fees Fees Benefits bonus BSMP payment Total Total
Notes £ £ £ £ £ £ £ £
Executive directors
Michael Spencer 1,4,7 360,000 – 4,823 1,650,000 1,650,000 18,000 3,682,823 2,132,809
David Gelber 1,4,7 225,000 – 6,177 475,000 475,000 11,250 1,192,427 991,254
Stephen McDermott (US) 1,4,5,7 291,337 – 36,868 375,000 375,000 3,237 1,081,442 806,744
Jim Pettigrew 1,4,7 175,000 – 14,351 375,000 375,000 17,500 956,851 654,009
Non-executive directors
Charles Gregson – Chairman 2 – 110,000 – – – – 110,000 346,759
Nicholas Cosh – 35,000 – – – – 35,000 35,000
Robert Knox III (US) – 30,000 – – – – 30,000 30,000
Donald Marshall (US) 5,6 199,185 30,000 – – – 229,185 424,886
William Nabarro – 30,000 – – – – 30,000 30,000
Paul Zuckerman – 35,000 – – – – 35,000 35,000
Former directors
Jonathan Robson 
(to 27 November 2001) – – – – – – – 20,000
John Nixon
(to 1 January 2003) 2,5 247,729 22,500 – – – – 270,229 131,062
Declan Kelly 
(to 22 January 2003) – 27,500 – – – – 27,500 199,591
Total 1,498,251 320,000 62,219 2,875,000 2,875,000 49,987 7,680,457 5,837,114
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 Matching Awards equivalent to Basic Awards will in addition be granted under the BSMP. Matching Awards may, in normal circumstances, only be exercised if the directors still
hold office in three years’ time.
2 Payments to third parties: Charles Gregson’s remuneration represents fees paid to a subsidiary of United in respect of his services. John Nixon also elected to have his
remuneration paid to a third party.
3 Comparative figures represent remuneration payable either during the whole year or from the date of appointment as a director of the Company to 31 March 2002.
4 Benefits may include car allowance, premiums for private medical insurance, permanent health insurance, life insurance and disability insurance and country club membership.
5 The remuneration of Donald Marshall, Stephen McDermott and John Nixon has been converted to sterling using the average exchange rate for the year of £1 – US$ 1.5446
(2002 – £1 – US$1.4326).
6 Donald Marshall received a payment of $601,804.65 representing the difference between 212p and the closing market rate of an ICAP ordinary share on a notional holding of
50,000 shares in accordance with a contractual arrangement. 
7 Contributions payable by the Group to pension schemes in respect of the Company’s executive directors were all made to defined contribution schemes.
8 Prior year figures have been adjusted to include defined contribution pension payments which are now included in the director’s remuneration table above.
Performance graph
The line graph shows, for the financial year
ended 31 March 2003 and for each of the
previous four financial periods, the total
shareholder return on a holding of the
Company’s ordinary shares compared with
the FTSE 250 index. ICAP plc has been 
a constituent of the FTSE 250 index since
March 2001 and that index is considered 
to be the most appropriate benchmark.
Share schemes and long term
incentive arrangements
The Remuneration Committee has
responsibility for overseeing the operation 
of the Company’s share schemes and
approving all grants of options and awards
under the schemes subject to the rules 
of the applicable incentive arrangements
and the remuneration policy.
The Company has five share schemes:
(a) ICAP 1998 Approved Share Option
Plan (ESOP)
(b) ICAP 1998 Unapproved Share Option
Plan (UESOP)
(c) ICAP 1998 Sharesave Scheme (SAYE)
(d) ICAP Senior Executive Equity
Participation Plan (SEEPP)
(e) ICAP 2001 Unapproved Company Share
Option Plan (UCSOP)
The policy in respect of executive options 
is that these will be heavily restricted and
allocation made only to key executives 
and senior brokers. Awards will be of a 
size, up to the limits allowed by the plans, 
to provide a meaningful incentive and an
effective retention tool for this particular
group of employees. The SAYE scheme is
open to those eligible employees who are 
on an invitation date employed by 
a Group company designated by the board
as a participating company to encourage
regular saving linked to investing in the
shares of the Company. The SEEPP is the
major tool for aligning Group and senior
employees’ interests and is a key element of
the total remuneration package awarded to
those senior employees, with allocations
being proposed by the board and approved
by the Remuneration Committee. It is open
to executives and brokers who have earned
significant bonuses and whom the board
deem to be key to the future of the business.
Some of the Group’s employees also retain
interests in United shares through continued
participation in the United SEEPP . Under the
terms of the Demerger, employees with
interests in United shares under the United
SEEPP and the United Inland Revenue
approved SAYE scheme automatically
received interests in the Company’s shares on
a one ICAP for every ten United share basis.
United’s SEEPP was not triggered by the
Demerger and rights over the Company’s
shares under this plan are shown on page 31. 
Performance conditions
The tables on pages 30 and 31 show the
share options and interests under long-term
incentive schemes held by directors of the
Company. The exercise of these options and
the vesting of these interests are both subject
to the achievement of performance conditions.
Taking account of market conditions it was
felt that the target of earnings per share
growth exceeding growth in the Retail Price
Index by an average of 3% per annum
would be sufficiently demanding to motivate
the executives concerned while giving a
reasonable prospect of the target being met.
The method used is a mathematical
calculation in accordance with the rules of
the schemes. Earnings per share was
chosen as a suitable performance measure
on the basis that it reflects improvements 
in the Group’s financial results and is
transparent to shareholders.
(a) ESOP The ESOP is approved by the
Inland Revenue. Options with an aggregate
exercise price not exceeding £30,000 may
be granted to UK resident executives under
this scheme. No options have been granted
under this scheme. 
(b) UESOP The UESOP is not approved 
by the Inland Revenue. Options are 
granted under this scheme to UK resident
executives and to non-UK resident
executives. The grants of options have a
maximum overall grant value of four times
annual salary including bonuses. Options
granted cannot be exercised until the Group
has achieved certain performance criteria
(currently growth in earnings per share in
excess of growth in the Retail Price Index by
an average of 3% per annum over a rolling
three year period). 
Date
Value of £100 invested
£ 30 ICAP plc Annual Report 2003
(c) SAYE The SAYE scheme enables 
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 employees who have
worked for the minimum qualifying 
period on an invitation date are eligible 
to join the scheme. A Qualifying Employee
Share Ownership Trust (QUEST) has 
been established through which the SAYE
scheme has to date operated. Options
granted under the SAYE scheme are not
subject to performance conditions.
(d) SEEPP The SEEPP is a long term
incentive plan for directors and senior
executives through which those directors
and executives invest in shares of the
Company. Occasionally the plan may be
used as a “signing on” incentive although, 
in general, directors and senior executives
are invited to waive part of their potential
cash bonus in return for rights over the
number of shares (Basic Award) which can
be purchased with the foregone bonus at the
market value of the Company’s shares on the
date of grant. Participants may also be
granted a provisional allocation over
additional shares (Matching Award); these
matching shares are transferred to the
executive on a sliding scale if he/she remains
in employment as follows: no shares up to
three years; 40% following completion of
three but less than four years; and 100% on
the fourth anniversary of the date of grant.
Subject to the vesting of shares, Matching
Awards are not subject to performance
conditions because at the time of the original
grant in 1999 it was not deemed appropriate
to attach performance criteria. A similar
version of the plan operates in the US.
(e) UCSOP The UCSOP is not approved
by the Inland Revenue. Options may be
granted to any full time 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 pursuant to options granted to
him under the Plan would exceed 250,000.
Options are exercisable in three equal
instalments on the third, fourth and fifth
anniversaries of the date of grant, provided
that on the date of exercise of an option,
as a minimum, earnings per share growth
exceeds growth in the Retail Price Index
by an average of 3% per annum over 
the preceding three years. 
Remuneration Committee Report continued
ICAP plc Annual Report 2003 31
Share options
Company long term incentive schemes The interests of the directors in options over the Company’s shares resulting from the ICAP 1998
Unapproved Share Option Plan (UESOP), the ICAP 2001 Unapproved Company Share Option Plan (UCSOP), the ICAP 1998 Sharesave
Scheme (SAYE), the ICAP Senior Executive Participation Plan (SEEPP) are shown below at 31 March 2002 and 31 March 2003.
Options Options Market
held at Granted Exercised held at price at
Date of 31 March during during 31 March Exercise period Exercise date Notional
grant 2002 period period 2003 from to price (p) exercise (p) gain (£)
Michael Spencer
UESOP 30.09.99 175,000 – 175,000 – 30.09.02 29.09.09 212.0 868.5 1,148,875
SAYE 17.01.00 9,588 – – 9,588 01.03.05 31.08.05 176.0 – –
David Gelber
UESOP 30.09.99 125,000 – 125,000 – 30.09.02 29.09.09 212.0 959.0 933,750
SAYE 17.01.00 5,504 – 5,504 – 01.03.03 31.08.03 176.0 860.0 37,647
Stephen McDermott
UESOP 23.12.98 54,112 – – 54,112 23.12.01 22.12.08 231.0 – –
30.09.99 175,000 – – 175,000 30.09.02 29.09.09 212.0 – –
SEEPP 01.06.99 21,566 – – 21,566 01.06.02 31.05.09 155.0 – –
UCSOP 31.05.01 150,000 – – 150,000 31.05.04 30.05.11 501.5 – –
Jim Pettigrew
UESOP 30.09.99 68,000 – 68,000 – 30.09.02 29.09.09 212.0 923.5 483,820
SAYE 17.01.00 5,504 – – 5,504 01.03.03 31.08.03 176.0 – –
UCSOP 31.05.01 50,000 – – 50,000 31.05.04 30.05.11 501.5 – –
Former director
Declan Kelly
UESOP 30.09.99 100,000 – 100,000 – 30.09.02 29.09.09 212.0 959.0 747,000
SAYE 17.01.00 5,504 – 5,504 – 01.03.03 31.08.03 176.0 860.0 36,647
Notes
1 Charles Gregson, Nicholas Cosh, Robert Knox III, Donald Marshall, William Nabarro and Paul Zuckerman, as non-executive directors, have no interest in ICAP shares under any 
of these schemes.
2 All option figures shown at 31 March 2003 remained unchanged at 21 May 2003.
3 At the close of business on Monday, 31 March 2003, the market price of the Company’s ordinary shares was 955p per share and during the year fluctuated in the range 754p to
1001p per share.
4 On 16 January 2003 David Gelber closed down a spread bet on the equivalent of 60,000 ICAP shares at 851.5p. This spread bet was taken out to cover the market risk on the
equivalent of 100,000 options after tax.
5 On 28 January 2003 Jim Pettigrew closed three down spread bets on the equivalent of 4,500 ICAP shares at 822p per share, the equivalent of 26,300 ICAP shares at 804p per
share and the equivalent of 10,000 ICAP shares at 802p per share. These down spread bets were taken out to cover the market risk in the equivalent of 68,000 options after tax. He
also closed a short contract for differences on the equivalent of 5,500 ICAP shares taken out at a price of 810p per share.
United long term incentive schemes The interests of the directors in options over the Company’s shares resulting from United schemes are
shown below at 3l March 2002 and 31 March 2003.
Options Options 
held at Granted Exercised held at
Date of 31 March during during 31 March Exercise period Exercise
grant 2002 period period 2003 from to price (p)
Charles Gregson
Executive schemes 17.11.98 12,480 – 5,120 7,360 17.11.98 13.10.04 nil
SEEPP 17.11.98 3,356 – – 3,356 16.09.00 29.06.07 nil
Match 3,356 – – 3,356 16.09.00 29.06.07 nil
Stephen McDermott
SEEPP 17.11.98 4,993 – – 4,993 20.09.00 02.04.05 nil
Match 2,495 – – 2,495 20.09.00 02.04.05 nil
Note
ICAP options cannot be exercised independently from United options and have, therefore, been shown at a nil exercise price.
Group pension arrangements
In the UK, the Group operates a Group Personal Pension Scheme (the Scheme), which is open to new non-broking employees and
administered by Scottish Equitable plc. The Group will match contributions paid by members of the Scheme, up to a limit of 5% of basic
salary. For new broking employees, or those not eligible for a Group contribution, a stakeholder scheme is available, administered by
Standard Life. In addition, the Group administers a number of historic pension arrangements 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 Germany and the US. Further information can be found in note 27 to the 
Financial Statements. Independent auditors’ report to the
members of ICAP plc
We have audited the Financial Statements
which comprise the consolidated profit 
and loss account, the consolidated 
balance sheet, the consolidated statement
of total recognised gains and losses, 
the consolidated cash flow statement, 
the Company balance sheet and the 
related notes which have been prepared
under the historical cost convention and the
accounting policies set out in the statement
of accounting policies. We have also audited
the disclosures required by Part 3 of
Schedule 7A to the Companies Act 1985
contained in the Remuneration Committee
Report (“the auditable part”).
Respective responsibilities of directors
and auditors
The directors’ responsibilities for preparing
the annual report and the Financial
Statements in accordance with applicable
United Kingdom law and accounting
standards are set out in the statement 
of directors’ responsibilities. The directors
are also responsible for preparing the
Remuneration Committee Report.
Our responsibility is to audit the Financial
Statements and the auditable part of 
the Remuneration Committee Report in
accordance with relevant legal and regulatory
requirements and United Kingdom Auditing
Standards issued by the Auditing Practices
Board. This report, including the opinion,
has been prepared for and only for the
Company’s members as a body in
accordance with Section 235 of the
Companies Act 1985 and for no other
purpose. We do not, in giving this opinion,
accept or assume responsibility for any other
purpose or to any other person to whom this
report is shown or into whose hands it may
come save where expressly agreed by our
prior consent in writing.
We report to you our opinion as to whether
the Financial Statements give a true and fair
view and whether the Financial Statements
and the auditable part of the Remuneration
Committee Report have been properly
prepared in accordance with the Companies
Act 1985. We also report to you if, in our
opinion, the Directors’ Report is not
consistent with the Financial Statements, 
if the Company or Group has not kept proper 
accounting records, if we have not received all
the information and explanations we require
for our audit, or if information specified by 
law regarding directors’ remuneration and
transactions is not disclosed.
We read the other information 
contained in the annual report and 
consider the implications for our report 
if we become aware of any apparent
misstatements or material inconsistencies
with the Financial Statements. The other
information comprises only the Group
Overview, Developments, the Financial
Highlights, Chairman’s Statement, Group
Chief Executive Officer’s Review, Group
Finance Director’s Review, Directors and
Secretary, Directors’ Report, Corporate
Governance and the remainder of the
Remuneration Committee Report. 
We review whether the corporate
governance statement reflects the
Company’s and Group’s compliance with 
the seven provisions of the Combined Code
specified for our review by the Listing Rules
of the Financial Services Authority, and we
report if it does not. We are not required to
consider whether the board’s statements 
on internal control cover all risks and
controls, or to form an opinion on the
effectiveness of the Group’s Corporate
Governance procedures or its risk and
control procedures. 
Basis of audit opinion
We conducted our audit in accordance 
with auditing standards issued by the 
Auditing Practices Board. An audit includes
examination, on a test basis, of evidence
relevant to the amounts and disclosures in the
Financial Statements and the auditable part 
of the Remuneration Committee Report.
It also includes an assessment of the
significant estimates and judgements made
by the directors in the preparation of the
Financial Statements, and of whether the
accounting policies are appropriate to 
the Company’s and Group’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit 
so as to obtain all the information and
explanations which we considered
necessary in order to provide us with
sufficient evidence to give reasonable
assurance that the Financial Statements 
and the auditable part of the Remuneration
Committee Report are free from material
misstatement, whether caused by fraud or
other irregularity or error. In forming our
opinion we also evaluated the overall
adequacy of the presentation of information
in the Financial Statements.
Opinion
In our opinion:
• the Financial Statements give a true 
and fair view of the state of the affairs 
of the Company and the Group at 
31 March 2003 and of the profit and cash
flows of the Group for the year then ended;
• the Financial Statements have been
properly prepared in accordance with 
the Companies Act 1985; and
• those parts of the Remuneration
Committee Report required by Part 3 
of Schedule 7A to the Companies Act
1985 have been properly prepared in
accordance with the Companies Act 1985.
PricewaterhouseCoopers 
Chartered Accountants 
and Registered Auditors
London
27 May 2003
32 ICAP plc Annual Report 2003
Remuneration Committee Report continued
ICAP plc Annual Report 2003 33
Independent Auditors’ Report
Directors’ interests in ordinary shares
The interests of the directors in office as at 31 March 2003 in the Company’s ordinary shares of 50p each (all of which are beneficial) are
shown below at 31 March 2002 and at 31 March 2003.
As at As at
31 March 2003 31 March 2002
Directors
Charles Gregson – Chairman 32,614 52,873
Michael Spencer 26,112,205 26,102,910
David Gelber 45,504 –
Nicholas Cosh 6,000 6,000
Robert Knox III – –
Donald Marshall 15,000 15,000
Stephen McDermott 10,000 10,000
William Nabarro 9,716 16,716
Jim Pettigrew 10,000 5,500
Paul Zuckerman 8,590 8,590
Notes
1 At 31 March 2003 the Garban Employee Share Ownership Trust, which is a discretionary trust for the benefit of employees (including directors) of the Group, held 933,590 shares
(2002 – 1,104,171). At 31 March 2003 the Qualifying Employee Share Ownership Trust (QUEST) held options over 826,915 ordinary shares of the Company (2002 – 1,868,203)
of which Garban-Intercapital Quest Trustees Limited holds 630,000 shares which will be used to satisfy options under the SAYE scheme. Under paragraph 2 of Schedule 13 of the
Companies Act, the executive directors are deemed to be interested in these shares. The ICAP Employee Share Trust held no shares at 31 March 2003.
2 Mr and Mrs Michael Spencer own approximately 42% of IPGL which in turn owns approximately 99.1% of INHBV. Accordingly Mr and Mrs Spencer are deemed by Schedule 13
of the Companies Act 1985 to be interested in all the shares in the Company held by IPGL (818,064) and INHBV (25,109,141). A Trust fund, of which their children are
beneficiaries, holds a further 10,000 shares and following the exercise of his UESOP option Michael Spencer now holds 175,000 shares in his own name. David Gelber owns
2.7% of IPGL.
3 Robert Knox III is a director of Zions Bancorporation which owns 5.77% of the Company as at 31 March 2003.
By order of the board
Paul Zuckerman
Chairman of the Remuneration Committee 34 ICAP plc Annual Report 2003
Consolidated Profit and Loss Account
ICAP plc Annual Report 2003 35
Year ended 31 March 2002
Before goodwill Exceptional 
amortisation and items 
exceptional items Goodwill (note 3) Total
£m £m £m £m
551.7 – – 551.7 
– ––– 
551.7 – – 551.7 
(23.8) – – (23.8)
527.9 – – 527.9 
(447.8) (6.3) (7.0) (461.1)
80.1 (6.3) (7.0) 66.8 
– ––– 
80.1 (6.3) (7.0) 66.8 
5.8 (1.9) (3.5) 0.4 
85.9 (8.2) (10.5) 67.2 
– – (7.3) (7.3)
– – 32.1 32.1 
– – (2.2) (2.2)
– – (6.7) (6.7)
85.9 (8.2) 5.4 83.1 
3.2 – (2.5) 0.7 
89.1 (8.2) 2.9 83.8 
(30.5) – 0.2 (30.3)
58.6 (8.2) 3.1 53.5 
(1.1) – – (1.1)
57.5 (8.2) 3.1 52.4 
(23.8) – – (23.8)
33.7 (8.2) 3.1 28.6
52.8p
51.7p
58.0p
Year ended 31 March 2003
Before goodwill Exceptional
amortisation and items
exceptional items Goodwill (note 3) Total
Note £m £m £m £m
Turnover including share of joint ventures
Continuing operations 607.4 – – 607.4
Acquisitions 78.1 – – 78.1
2 685.5 – – 685.5
Less share of joint ventures’ turnover (21.2) – – (21.2)
Group turnover 664.3 – – 664.3
Operating expenses (550.8) (16.7) (4.0) (571.5)
Continuing operations 98.8 (7.3) (2.3) 89.2
Acquisitions 14.7 (9.4) (1.7) 3.6
Group operating profit 113.5 (16.7) (4.0) 92.8
Share of operating profit of joint ventures and associates 7.1 (0.3) – 6.8
Total operating profit 120.6 (17.0) (4.0) 99.6
Net profit/(loss) on disposal of tangible fixed assets – – 15.4 15.4
Profit on sale of investments – – – –
Net loss on termination and disposal of operations – – (0.6) (0.6)
Amounts written off investments – – – –
Profit before interest 2 120.6 (17.0) 10.8 114.4
Net interest receivable/(payable) 7 3.1 – – 3.1
Profit on ordinary activities before taxation 123.7 (17.0) 10.8 117.5
Taxation on profit on ordinary activities 8 (42.5) 3.9 0.5 (38.1)
Profit on ordinary activities after taxation 81.2 (13.1) 11.3 79.4
Minority interests – equity (2.6) – – (2.6)
Profit for the financial year 78.6 (13.1) 11.3 76.8
Dividends 9 (30.3) – – (30.3)
Retained profit for the financial year 48.3 (13.1) 11.3 46.5
Earnings per share
– basic 10 77.0p
– diluted 10 73.4p
– adjusted 10 77.3p
There is no difference between the profit on ordinary activities before taxation and the retained profit for the years stated above and their historical 
cost equivalents. 36 ICAP plc Annual Report 2003 ICAP plc Annual Report 2003 37
Year ended Year ended
31 March 2003 31 March 2002
£m £m
Profit for the financial year 76.8 52.4
Adjustments to reserve
– Exchange adjustments on net investments in 
overseas undertakings (7.7) (2.3)
– Other recognised exchange losses (0.2) (0.1)
Total recognised gains and losses for the year 68.9 50.0 
Consolidated Statement of Total Recognised Gains and Losses
Reconciliation of Movements in Consolidated Shareholders’ Funds
Year ended Year ended
31 March 2003 31 March 2002
£m £m
Opening shareholders’ funds 188.5 162.0 
Movements during the year
Total recognised gains and losses for the year 68.9 50.0 
Other movements
– Dividends (30.3) (23.8)
– Shares issued 4.8 0.3 
– Contingent share capital 22.9 –
Closing shareholders’ funds 254.8 188.5 
As at As at 
31 March 2003 31 March 2002
Note £m £m
Fixed assets
Intangible assets 11 118.8 42.8 
Tangible assets 12 51.1 28.3 
Investments
– Investments in joint ventures 13
Share of gross assets 10.7 10.2 
Share of gross liabilities (5.5) (4.1)
Goodwill arising on acquisition 0.9 1.0 
6.1 7.1
– Investments in associates 13 5.6 5.7 
– Investments in own shares 13 2.2 2.0 
– Other investments 13 3.1 5.6 
17.0 20.4
186.9 91.5
Current assets
Debtors 15 648.5 1,411.2 
Investments 16 11.5 11.9 
Cash at bank and in hand 174.1 155.8 
834.1 1,578.9
Creditors: amounts falling due within one year 17 (723.3) (1,454.5)
Net current assets 110.8 124.4 
Total assets less current liabilities 297.7 215.9 
Creditors: amounts falling due after more than one year 18 (27.1) (10.3)
Provisions for liabilities and charges 20 (7.4) (9.2)
Net assets 2 263.2 196.4 
Capital and reserves
Called up share capital 23 51.4 50.2 
Contingent share capital 25 22.9 –
Share premium account 25 28.6 9.4 
Other reserves 25 33.0 36.9 
Profit and loss account 25 118.9 92.0 
Shareholders’ funds – equity 254.8 188.5 
Minority interests – equity 8.4 7.9 
263.2 196.4
Approved by the board on 27 May 2003 and signed on its behalf by:
Michael Spencer
Group Chief Executive Officer
Jim Pettigrew
Group Finance Director
Consolidated Balance Sheet Year ended Year ended 
31 March 2003 31 March 2002
Note £m £m
Cash inflow from operating activities
Before operating exceptional items 31 142.1 82.7
Operating exceptional items paid (8.3) (3.2)
133.8 79.5
Dividends received from joint ventures and associates 3.9 1.6
Returns on investments and servicing of finance
Interest received from third parties 5.0 4.4
Interest paid to third parties (0.4) (3.3)
Dividends paid to minority interests (1.6) (1.0)
3.0 0.1
Taxation
UK Corporation Tax paid (15.5) (13.6)
Overseas tax paid (20.2) (8.2)
(35.7) (21.8)
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (36.6) (21.9)
Receipts from sale of tangible fixed assets 0.9 0.4
Insurance proceeds in respect of tangible fixed assets 15.4 2.8
Payments to acquire fixed asset investments (3.0) (10.1)
Receipts from sale of fixed asset investments 1.5 41.7
(21.8) 12.9
Acquisitions and disposals
Acquisition of interests in businesses (54.9) (9.8)
Acquisition of associates and joint ventures (0.1) –
Cash held by subsidiaries acquired 18.6 3.6
Disposal of interests in businesses – (1.0)
(36.4) (7.2)
Equity dividends paid (24.9) (20.8)
Management of liquid resources
Purchase of current asset investments – (8.6)
Financing
Proceeds from issue of ordinary shares 3.5 0.3
Repayment of other short-term loans from third parties (1.4) –
Capital element of finance lease rental payments – (0.7)
2.1 (0.4)
Increase in cash in the year 31 24.0 35.3 
38 ICAP plc Annual Report 2003 ICAP plc Annual Report 2003 39
As at As at 
31 March 2003 31 March 2002
Note £m £m
Fixed assets
Investments in subsidiary undertakings 13 103.2 103.2 
Investments in own shares 13 2.2 1.8 
105.4 105.0 
Current assets
Debtors 15 53.5 24.5 
Cash at bank and in hand 0.3 0.2 
53.8 24.7 
Creditors: amounts falling due within one year 17 (23.6) (44.2)
Net current assets/(liabilities) 30.2 (19.5)
Net assets 135.6 85.5 
Capital and reserves
Called up share capital 23 51.4 50.2 
Contingent share capital 25 22.9 –
Share premium account 25 28.6 9.4 
Other reserves 25 0.1 0.1 
Profit and loss account 25 32.6 25.8 
Shareholders’ funds – equity 135.6 85.5 
Approved by the board on 27 May 2003 and signed on its behalf by:
Michael Spencer
Group Chief Executive Officer
Jim Pettigrew
Group Finance Director
Company Balance Sheet Consolidated Cash Flow Statement 40 ICAP plc Annual Report 2003
1 Principal accounting policies
(a) Basis of preparation
The Financial Statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards.
The Group’s principal accounting policies are unchanged compared with the year ended 31 March 2002. 
(b) Basis of consolidation
The Group's consolidated Financial Statements comprise the Financial Statements of the Company and its subsidiary undertakings. Details of the Group’s
principal subsidiaries are given on pages 64 and 65.
Unless stated otherwise, business combinations are accounted for by the acquisition method of accounting whereby the Group’s results include the results of
acquired or disposed businesses from the effective date of acquisition or disposal. 
In the Group’s consolidated Financial Statements, joint ventures and associates are accounted for under the equity method whereby the Group’s profit and 
loss account includes its share of their profits and losses and the Group’s balance sheet includes its share of their net assets.
(c) Turnover 
Turnover comprises commission and brokerage income derived from securities broking, derivatives and money broking, electronic broking and 
information services.
Securities broking comprises voice broking mainly on a matched principal basis. To represent the substance of matched principal services provided by the
Group, where it acts as principal for the simultaneous purchase and sale of securities to third parties, commission income represents the differential between
the consideration received on the sale of the security and its purchase.
Derivatives and money broking comprises voice broking mainly on an agency basis. For agency trades turnover is stated net of rebates and discounts, 
value added tax and other sales taxes.
Electronic broking includes the broking of securities and derivatives and money broking products on electronic platforms. Turnover recognition for these
products is in accordance with the treatment for the equivalent voice broked products.
Turnover from information services arises from the sale of financial information to third parties. This is stated net of value added tax and other sales taxes.
(d) Goodwill
Goodwill arises upon the acquisition of subsidiary and associated undertakings and joint ventures 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 upon an assessment of the value of the individual assets and
liabilities acquired, including reference to market prices where relevant.
For acquisitions prior to 1 January 1998, goodwill was written off directly to reserves. The transitional arrangements of FRS 10 “Goodwill and intangible assets”
allow this goodwill to remain eliminated. Goodwill not previously recognised in the profit and loss account is taken into account when calculating the profit or
loss on the subsequent disposal or termination of acquired businesses.
For acquisitions on or after 1 January 1998, goodwill is capitalised and amortised to the profit and loss account on a straight line basis over its useful
economic life. The useful economic life of the goodwill is determined at the time of the acquisition and is subsequently reviewed at the end of each reporting
period by considering the nature of the business acquired, the economic environment in which it operates and the period of time over which the Group
expects to derive value from the purchase of the business, and is typically not more than ten years.
Goodwill arising on the acquisition of subsidiary undertakings is shown within intangible fixed assets. Goodwill arising on the acquisition of joint ventures and
associates is included within their carrying value.
(e) Tangible fixed assets
Tangible fixed assets are stated at historical cost less provision for any impairment in their values and are depreciated on a straight line basis over their
expected useful economic lives as follows:
Short leasehold property Period of lease
Furniture, fixtures and equipment 3 – 5 years
Motor vehicles 3 – 4 years
Software development costs are capitalised and amortised on a straight line basis over 3 – 5 years.
The Group selects its depreciation rates carefully and reviews them to take account of any changes in circumstances. These rates are determined upon
consideration of factors such as the expected rate of technological development and anticipated usage levels. Depreciation is charged against assets from 
the date at which the Group begins to derive economic benefit from the asset.
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.
(f) Leased assets
Operating lease rentals are charged to the profit and loss account on a straight line basis over the lease term.
(g) Fixed asset investments
(i) Subsidiary undertakings
An undertaking is regarded as a subsidiary undertaking if the Group has control over its operating and financial policies.
In the Company’s financial statements, investments in subsidiary undertakings are stated at historical cost less provision for any impairment in their values.
(ii) Joint ventures and associates
An undertaking is regarded as a joint venture if the Group has joint control over its operating and financial policies and an associate if the Group holds a
participating interest and has significant influence, but not control, over its operating and financial policies. Significant influence will generally exist where the
Group holds more than 20% and less than 50% of the shareholders’ voting rights.
(iii) Other investments
Other fixed asset investments are stated at historical cost less provision for any impairment in their values.
(h) Impairment of fixed assets and goodwill
Fixed assets and goodwill are subject to an impairment review if there are events or changes in circumstances that indicate that the carrying value of the fixed
asset or goodwill may not be fully recoverable. The impairment review comprises a comparison of the net book value of the fixed asset or goodwill with its
recoverable amount (the higher of net realisable value and value in use). Net realisable value represents the amount at which the asset could be sold. Value in
use is calculated by discounting the expected future cash flows obtainable as a result of the asset's continued use, including those resulting from its ultimate
disposal, at a market based discount rate on a pre-tax basis. The carrying value of fixed assets and goodwill are written down by the amount of any impairment
and this loss is recognised in the profit and loss account in the year in which it occurs.
(i) Matched principal business
Certain Group companies are involved as principal in the purchase and simultaneous commitment to sell securities between third parties. Such trades are
complete only when both sides of the deal are settled, and so the Group is exposed to risk in the event that one side of the transaction remains unmatched.
Substantially all the transactions settle within a short period of time and the settlement risk is considered to be minimal. In order to reflect the substance of
these transactions, the amounts due to and payable by counterparties in respect of matched principal business expected to settle in the normal course of
trading are offset and the net amount is included in trade debtors. For information purposes, the gross amounts are disclosed in note 15.
Outstanding transactions which have gone beyond settlement date (initially unsettled transactions) and where neither side of the transaction has settled are
shown gross and are included in trade debtors and trade creditors in notes 15 and 17. Transactions where one side has settled but the other remains
outstanding (unmatched transactions) are also shown as the gross amount on the balance sheet in either trade debtors or trade creditors with the
corresponding amount included as a cash movement.
(j) Stock lending transactions
Certain Group companies are involved in collateralised stock lending transactions as an intermediary between counterparties. Although the legal form of such
transactions is that the securities broker acts as principal on both sides of the transaction, the substance of the transaction is that the Group companies
involved act as intermediaries and assume minimal risk. Accordingly, the deposits paid and received for securities borrowed and loaned have been offset and
only the net amount is included in debtors. For information purposes, the gross amount is disclosed in note 15.
(k) Current asset investments
Current asset investments are stated at the lower of cost and net realisable value. The net realisable value for the traded investments is based upon readily
ascertainable market prices.
(l) Pension costs
Defined contribution pension costs charged to the profit and loss account represent employer’s contributions payable in respect of the year. Defined benefit
pension costs are charged to the profit and loss account on a systematic basis over the service lives of the eligible employees in accordance with the advice
of qualified actuaries.
Certain assumptions and estimates are made in order to value the Group’s defined benefit pension schemes and these are disclosed in note 27.
(m) Employee share ownership trusts
Investments in own shares held in connection with the Group’s employee share schemes are treated as assets of the sponsoring company until such time 
as they vest unconditionally in the participating employees. Any excess of the cost of the shares to the trust over the exercise price of the options granted over
them is amortised to the profit and loss account over the period of service in respect of which the participating employees are awarded the options.
(n) Deferred taxation
Deferred tax is recognised as an asset or a liability if transactions have occurred at the balance sheet date that give rise to a right to pay less taxation in 
the future or an obligation to pay more taxation in the future. An asset is not recognised to the extent that the transfer of economic benefits in the future is
uncertain. Deferred tax assets and liabilities which are recognised are not discounted.
No provision is made in respect of any further taxation liability that would arise on the distribution of retained earnings of overseas subsidiary undertakings,
joint ventures and associates.
Notes to the Financial Statements
ICAP plc Annual Report 2003 41 42 ICAP plc Annual Report 2003
1 Principal accounting policies continued
(o) Foreign currencies
At entity level, transactions denominated in foreign currencies are translated into sterling at the exchange rate ruling on the date the transaction is recorded.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rate ruling at the balance sheet date. Exchange differences
are taken to the profit and loss account.
On consolidation, the results of overseas businesses are translated into sterling at the average exchange rate for the year and their assets and liabilities 
are translated into sterling at the exchange rate ruling at the balance sheet date. Exchange differences arising on translating the net assets and liabilities 
of overseas businesses and, to the extent permitted by SSAP 20 “Foreign currency translation”, exchange differences on foreign currency borrowings taken
out to hedge investments in overseas businesses are taken directly to reserves.
In the cash flow statement, cash flows denominated in foreign currencies are translated into sterling at the average exchange rate for the year.
(p) Financial instruments
Foreign exchange contracts are used to hedge foreign exchange exposures both on assets and liabilities recognised in the Financial Statements and forecast
receipts and payments denominated in foreign currencies. Gains and losses on foreign currency contracts are offset against the exchange differences arising
on the hedged assets and liabilities. Where a contract is a hedge against future transactions, gains and losses on the contract are deferred until the transaction
is recognised in the Financial Statements. 
Underlying principal amounts and unrecognised gains and losses of financial instruments used for hedging purposes outstanding at 31 March 2003 are
disclosed in note 21 to the Financial Statements.
(q) Debt provisioning
Provisions are made for specific debts when it is considered that the credit-worthiness of the debtor has deteriorated such that the recovery of all or part of 
a debt is in serious doubt.
A general provision is made in respect of potential losses which are judged to be present in debtor balances at the balance sheet date, but which will not be
identified as such until some time in the future. The level of provision is based upon the previous experience of such losses in the Group and is reviewed on 
a periodic basis. The accuracy of the provision is periodically assessed against any actual losses that have arisen. All provisions are recorded within operating
expenses in the profit and loss account.
2 Segmental information
(a) Turnover
Year ended 31 March 2003 Year ended 31 March 2002
Continuing Joint Continuing Joint 
operations Acquisitions ventures Total operations ventures Total
£m £m £m £m £m £m £m
Analysis by activity
Securities broking 284.0 63.4 6.3 353.7 257.6 4.8 262.4 
Derivatives and money broking 278.7 14.7 14.9 308.3 251.0 19.0 270.0 
Electronic broking 10.8 –– 10.8 7.3 – 7.3 
Information services 12.7 –– 12.7 12.0 – 12.0 
586.2 78.1 21.2 685.5 527.9 23.8 551.7 
Analysis by geographic location
Americas 230.1 70.6 14.4 315.1 204.8 14.0 218.8 
Europe 298.5 1.6 6.1 306.2 270.2 9.8 280.0 
Asia Pacific 57.6 5.9 0.7 64.2 52.9 – 52.9 
586.2 78.1 21.2 685.5 527.9 23.8 551.7 
The geographic analysis presented above shows turnover by origin. There is no material difference between turnover by origin and turnover by destination.
(b) Profit before interest
Year ended 31 March 2003 Year ended 31 March 2002
Joint Joint 
Continuing ventures and Continuing ventures and
operations Acquisitions associates Total operations associates Total
£m £m £m £m £m £m £m
Analysis by activity
Securities broking 41.0 5.4 0.8 47.2 28.0 0.5 28.5 
Derivatives and money broking 50.5 (0.1) 6.5 56.9 49.6 5.6 55.2 
Electronic broking (8.1) – (0.5) (8.6) (11.6) (2.2) (13.8)
Information services 8.1 –– 8.1 7.8 – 7.8 
91.5 5.3 6.8 103.6 73.8 3.9 77.7 
Exceptional items (note 3) 10.8 5.4 
Total 114.4 83.1 
Analysis by geographic location
Americas 26.9 5.1 2.8 34.8 17.0 (0.9) 16.1 
Europe 61.0 – 2.4 63.4 51.2 3.1 54.3 
Asia Pacific 3.6 0.2 1.6 5.4 5.6 1.7 7.3 
91.5 5.3 6.8 103.6 73.8 3.9 77.7 
Exceptional items (note 3) 10.8 5.4 
Total 114.4 83.1 
The above analysis of profit before interest includes goodwill amortisation of £17.0m (2002 – £8.2m).
(c) Net assets
As at 31 March 2003 As at 31 March 2002
Joint Joint 
Continuing ventures and Continuing ventures and
operations Acquisitions associates Total operations associates Total
£m £m £m £m £m £m £m
Analysis by activity
Securities broking 105.3 7.3 2.3 114.9 83.3 0.4 83.7 
Derivatives and money broking 109.0 9.7 9.0 127.7 77.3 11.4 88.7 
Electronic broking (12.5) – 0.5 (12.0) (7.4) 1.0 (6.4)
Information services 13.1 –– 13.1 8.0 – 8.0 
Holding companies 19.5 –– 19.5 22.4 – 22.4 
234.4 17.0 11.8 263.2 183.6 12.8 196.4 
Analysis by geographic location
Americas 97.7 9.7 4.0 111.4 47.7 5.1 52.8 
Europe 119.9 – 6.8 126.7 122.9 6.3 129.2 
Asia Pacific 16.8 7.3 1.0 25.1 13.0 1.4 14.4 
234.4 17.0 11.8 263.2 183.6 12.8 196.4 
Following the acquisition of Nittan Capital (Hong Kong) Ltd in November 2002 (note 14) the business was merged with the Group’s existing business in 
Hong Kong. As a result it is not practicable to separately identify the post-acquisition results or net assets of the acquired company so the results of the
merged business have been included within continuing operations. 
Notes to the Financial Statements continued
ICAP plc Annual Report 2003 43 44 ICAP plc Annual Report 2003
3 Exceptional items
Year ended Year ended 
31 March 2003 31 March 2002
£m £m
Operating exceptional items (a)
Operating expenses relating to the World Trade Center disaster (3.1) (16.1)
Business interruption insurance proceeds received 0.8 9.1 
Exceptional items relating to acquisitions (1.7) – 
(4.0) (7.0)
Exceptional goodwill written off relating to Blackbird Holdings Inc. – (3.5)
(4.0) (10.5)
Non-operating exceptional items (b)
Net profit/(loss) on disposal of tangible fixed assets
– Tangible fixed assets written off – (10.1)
– Insurance proceeds received 15.4 2.8 
15.4 (7.3)
Profit on sale of investments – 32.1 
Net loss on termination and disposal of operations (0.6) (2.2)
Other exceptional items
Amounts written off investments (c) – (6.7)
Exceptional items included in profit before interest 10.8 5.4 
Interest paid (d) – (2.5)
Taxation (e) 0.5 0.2 
Total exceptional profits 11.3 3.1 
(a) Operating exceptional items
Operating exceptional items recognised during the year ended 31 March 2003 were:
– expenses in connection with the World Trade Center disaster of £3.1m (year ended 31 March 2002 – £16.1m). These principally consisted of costs incurred 
in restoring the business;
– proceeds from the business interruption insurance policy of £0.8m (2002 – £9.1m);
– expenses of £1.7m relating to reorganisation and rationalisation costs in respect of acquired Asian businesses (note 14).
(b) Non-operating exceptional items
Non-operating exceptional items recognised during the year ended 31 March 2003 were:
– a profit of £15.4m representing material damage insurance proceeds received in connection with the World Trade Center disaster;
– a loss of £0.6m on the sale of the Group’s 5% investment in Nittan Capital Group Limited.
Non-operating exceptional items recognised during the year ended 31 March 2002 were:
– a net loss of £7.3m representing the write-off of tangible fixed assets destroyed in the World Trade Center of £10.1m less insurance proceeds of £2.8m;
– a net profit of £32.1m on the sale of shares in The London Stock Exchange, LIFFE and the Deutsche Börse;
– a net loss on the termination and disposal of operations of £2.2m comprising the closure of the retail gilts business in the UK, the closure of a Canadian joint
venture operation, the closure of the Paris office and the sale of Harlow Meyer Savage (Luxembourg) SA.
(c) Amounts written off investments
In the year ended 31 March 2002, £6.7m was written off investments relating to an impairment of the investment in MoneyLine.
(d) Interest paid
In the year ended 31 March 2002, an interest charge of £2.5m was the result of temporary additional funding required to fund unmatched trades following 
the World Trade Center disaster.
(e) Taxation
A taxation credit of £0.5m (2002 – credit of £0.2m) arose on the exceptional items for the year (note 8). 
(f) Segmental analysis of exceptional items included in profit before interest
Year ended Year ended 
31 March 2003 31 March 2002
£m £m
Analysis by activity
Securities broking 6.9 16.3 
Derivatives and money broking 3.9 0.1 
Electronic broking – (11.0)
10.8 5.4 
Analysis by geographic location
Americas 13.1 (23.4)
Europe – 28.8 
Asia Pacific (2.3) – 
10.8 5.4 
4 Profit on ordinary activities before taxation
Year ended Year ended
31 March 2003 31 March 2002
£m £m
Profit on ordinary activities before taxation is stated after charging:
Amortisation of intangible fixed assets
– Subsidiaries 16.7 6.3 
– Joint ventures and associates (including exceptional goodwill of £3.5m in 2002) 0.3 5.4 
Amortisation of other investments 0.1 –
Amortisation of the cost of own shares 0.6 0.5 
Depreciation of tangible fixed assets 15.8 10.9 
Operating lease rentals
– Property 7.4 5.2 
– Plant and equipment 0.4 0.3 
Auditors’ remuneration
– Accounting and audit related services 1.2 1.0 
– Transaction services 0.9 0.1 
– Taxation services 2.0 1.7 
– Other 0.2 1.7 
Auditors’ remuneration in respect of the Company was borne by subsidiary undertakings.
Notes to the Financial Statements continued
ICAP plc Annual Report 2003 45 46 ICAP plc Annual Report 2003
5 Employee information
Year ended Year ended 
31 March 2003 31 March 2002
£m £m
(a) Analysis of employee costs
Salaries (including bonuses) 377.1 297.7 
Social security costs 22.9 20.5 
Pension costs
– Defined contribution schemes 4.9 4.5 
404.9 322.7 
Average Year end
Year ended Year ended As at As at
31 March 2003 31 March 2002 31 March 2003 31 March 2002
(b) Number of employees
Analysis by activity
Securities broking 1,221 1,054 1,255 1,090
Derivatives and money broking 1,230 1,013 1,412 1,050
Electronic broking 47 43 44 47
Information services 21 22 21 21
2,519 2,132 2,732 2,208
Analysis by geographic location
Americas 909 704 970 735
Europe 1,158 1,095 1,159 1,145
Asia Pacific 452 333 603 328
2,519 2,132 2,732 2,208
6 Directors’ remuneration
A detailed explanation and analysis of the remuneration of each of the Company’s directors and their interests in the Company’s shares is set out in the
Remuneration Committee Report on pages 24 to 32.
Year ended Year ended 
31 March 2003 31 March 2002
£m £m
Aggregate emoluments
– Fees 0.2 0.4 
– Salaries 1.2 1.1 
– Bonuses 5.7 3.7 
– Gains made on the exercise of share options 3.4 –
– Other benefits 0.1 0.1 
10.6 5.3 
Sums paid to third parties for directors’ services 0.4 0.5 
Employers’ contribution to pension schemes 0.1 0.1 
Of the figures in the table above, the amounts attributable to the highest paid director, Michael Spencer, are as follows:
Year ended Year ended 
31 March 2003 31 March 2002
£m £m
Aggregate emoluments
– Salary 0.4 0.4
– Bonus 3.3 1.7
– Gain made on the exercise of share options 1.2 -
4.9 2.1
7 Net interest receivable/(payable)
Year ended Year ended 
31 March 2003 31 March 2002
£m £m
Interest receivable and similar income
– Bank deposits 3.4 4.1 
– Share of interest receivable of joint ventures and associates 0.2 0.3 
– Other interest receivable 1.4 –
5.0 4.4 
Interest payable and similar charges
– Bank loans and overdrafts (0.4) (0.8)
– Unwinding of discount on deferred consideration (1.2) – 
– Unwinding of discount on provisions (note 20) (0.3) (0.4)
(1.9) (1.2)
Net interest receivable before exceptional interest 3.1 3.2 
Exceptional interest paid (note 3) – (2.5)
Net interest receivable 3.1 0.7 
8 Taxation on profit on ordinary activities
Year ended Year ended 
31 March 2003 31 March 2002
£m £m
Current taxation
UK Corporation Tax at 30.0% (2002 – 30.0%)
– Current year 20.9 18.3 
– Double tax relief (0.7) (0.5)
– Adjustment to prior years – (0.5)
Overseas taxation
– Current year 15.7 10.5 
– Adjustment to prior years (1.5) (0.3)
34.4 27.5 
Deferred taxation (note 19)
– Current year 0.1 (0.4) 
– Adjustment to prior years 0.6 –
35.1 27.1 
Share of taxation of joint ventures and associates 3.0 3.2 
38.1 30.3 
The Group’s UK tax charge is stated after taking into account the tax effect of exceptional items which reduced the Group’s tax charge by £0.5m 
(2002 – reduction of £0.2m). The Group’s share of taxation of joint ventures is £1.9m (2002 – £2.1m) and of associates is £1.1m (2002 – £1.1m).
The Group’s UK tax charge for the year ended 31 March 2003 exceeds the UK statutory rate and can be reconciled as follows:
Year ended Year ended 
31 March 2003 31 March 2002
£m £m
Profit on ordinary activities before tax 117.5 83.8
Profit on ordinary activities at the standard rate of Corporation Tax of 30.0% (2002 - 30.0%) 35.3 25.1
Expenses not deductible for tax purposes 6.6 5.4
Additional tax deductible items not in the profit and loss account (3.3) –
Capital allowances (in excess of)/less than depreciation (0.4) 3.1
Other timing differences (3.3) (1.6)
Adjustments in respect of foreign tax rates 3.5 1.8
Utilisation of capital gains – (3.4)
Adjustment to tax in respect of prior year (0.9) (0.8)
Adjustments in respect of joint ventures and associates 1.0 0.8
Other (0.4) (0.1)
Actual tax charge as above 38.1 30.3 
Notes to the Financial Statements continued
ICAP plc Annual Report 2003 47 48 ICAP plc Annual Report 2003
9 Dividends
Year ended Year ended 
31 March 2003 31 March 2002
£m £m
Dividends in respect of ordinary shares:
Interim dividend of 7p per share (2002 – 6p per share) 7.0 5.9 
Final dividend (proposed) of 23p per share (2002 – 18p per share) 23.3 17.9 
30.3 23.8
10 Earnings per share
Basic earnings per share is calculated by dividing the profit for the financial year of £76.8m (2002 – £52.4m) by the weighted average number of ordinary
shares in issue during the year of 99.7m shares (2002 – 99.2m).
The weighted average number of ordinary shares in issue excludes the weighted average number of shares held by trusts relating to employee share schemes
to which the participating employees are not unconditionally entitled, being 1.0m shares (2002 – 1.1m).
Diluted earnings per share takes into account the dilutive effect of share options outstanding under the Company’s employee share schemes (see note 24) 
and the dilutive effect of contingent share capital (see note 25).
Year ended 31 March 2003 Year ended 31 March 2002
Earnings Earnings
Earnings Shares per share Earnings Shares per share
£m millions pence £m millions pence
Basic 76.8 99.7 77.0 52.4 99.2 52.8 
Dilutive effect of share options – 2.9 (2.2) – 2.2 (1.1)
Dilutive effect of contingent share capital – 2.0 (1.4) –– – 
Diluted 76.8 104.6 73.4 52.4 101.4 51.7 
Adjusted earnings per share is based on earnings before goodwill amortisation and exceptional items (and their tax effects) and is presented in order to assist
in the understanding of the underlying performance of the Group’s businesses. Since post acquisition profits are included in earnings, the adjusted weighted
average number of shares takes into account the effect of contingent share capital.
Year ended 31 March 2003 Year ended 31 March 2002
Earnings Earnings
Earnings Shares per share Earnings Shares per share
£m millions pence £m millions pence
Basic 76.8 99.7 77.0 52.4 99.2 52.8 
Goodwill amortisation 17.0 – 17.1 8.2 – 8.3 
Exceptional items (note 3) (10.8) – (10.9) (2.9) – (2.9)
Taxation on exceptional items and goodwill 
amortisation (4.4) – (4.5) (0.2) – (0.2)
Dilutive effect of contingent share capital – 2.0 (1.4) –– – 
Adjusted 78.6 101.7 77.3 57.5 99.2 58.0 
11 Intangible fixed assets
Goodwill
£m
Cost
As at 1 April 2002 61.8 
Additions (note 14) 92.6 
Reclassification from other investments 0.4 
Adjustment relating to deferred consideration (0.3)
As at 31 March 2003 154.5 
Amortisation
As at 1 April 2002 19.0 
Charge for the year 16.7 
As at 31 March 2003 35.7 
Net book value
As at 31 March 2003 118.8 
As at 31 March 2002 42.8
Goodwill stated above represents goodwill arising on the acquisition of subsidiary undertakings completed on or after 1 January 1998 of which £92.6m, 
before goodwill amortisation of £9.4m, relates to acquisitions in the year (note 14) and £27.2m (2002 – £32.6m) relates to Exco’s acquisition of the
Intercapital companies in October 1998.
Included in the cost of goodwill is a credit of £0.3m being an adjustment of the initial estimate of the final deferred payment in respect of the acquisition 
of Seagray Fosh Futures Limited.
12 Tangible fixed assets
Short Furniture,
leasehold fixtures and Motor
property equipment vehicles Total
£m £m £m £m
Cost
As at 1 April 2002 1.8 65.6 0.9 68.3 
On acquisition of subsidiary undertakings 1.6 6.1 0.2 7.9 
Additions 2.6 33.6 0.4 36.6 
Disposals (1.4) (4.2) (0.4) (6.0)
Exchange adjustments (0.1) (0.5) 0.1 (0.5)
As at 31 March 2003 4.5 100.6 1.2 106.3 
Depreciation
As at 1 April 2002 1.6 37.8 0.6 40.0 
On acquisition of subsidiary undertakings 1.1 3.3 0.1 4.5 
Charge for the year 0.4 15.2 0.2 15.8 
Disposals (1.4) (3.3) (0.3) (5.0)
Exchange adjustments – (0.1) – (0.1)
As at 31 March 2003 1.7 52.9 0.6 55.2 
Net book value
As at 31 March 2003 2.8 47.7 0.6 51.1 
As at 31 March 2002 0.2 27.8 0.3 28.3
Additions during the year include £21.2m (2002 – £5.0m) in respect of the replacement of assets destroyed as a result of the World Trade Center disaster.
Notes to the Financial Statements continued
ICAP plc Annual Report 2003 49 50 ICAP plc Annual Report 2003
13 Fixed asset investments
(a) Group
Joint Own Other
ventures Associates shares investments Total
£m £m £m £m £m
Cost
As at 1 April 2002 7.3 11.3 2.8 17.9 39.3 
Additions 0.1 – 1.1 0.3 1.5 
Disposals – (5.4) (0.4) (2.1) (7.9)
Reclassification to subsidiary undertakings – (0.6) – (0.6) (1.2)
Share of profit for the financial year 3.4 0.9 – – 4.3 
Dividends received (3.4) (0.8) – – (4.2)
Exchange adjustments (0.9) 0.5 (0.1) – (0.5) 
As at 31 March 2003 6.5 5.9 3.4 15.5 31.3 
Amortisation and impairment
As at 1 April 2002 0.2 5.6 0.8 12.3 18.9 
Disposals – (5.4) (0.2) – (5.6)
Amortisation for the year 0.2 0.1 0.6 0.1 1.0 
As at 31 March 2003 0.4 0.3 1.2 12.4 14.3 
Net book value
As at 31 March 2003 6.1 5.6 2.2 3.1 17.0 
As at 31 March 2002 7.1 5.7 2.0 5.6 20.4 
The Group’s principal subsidiary undertakings, joint ventures and associates are listed on pages 64 and 65. Information on significant acquisitions and
disposals during the year is set out in note 14.
Joint ventures and associates
During the year ended 31 March 2003, the Group purchased the 79.9% of the equity of ICAP AP (Singapore) Pte Ltd (formerly Nittan AP (Singapore) Pte Ltd)
that it did not previously own at which point the company was reclassified from an associate to a subsidiary undertaking (note 14).
During the year ended 31 March 2003, the Group disposed of its holding of 19.0% of the equity of Blackbird Holdings Inc.
Own shares
As explained below, own shares represent shares held in trust in connection with the Group’s employee share schemes.
Other investments
The Group disposed of its 5.0% holding in Nittan Capital Group (Tokyo) for £1.4m during the year, resulting in a loss on sale of £0.6m.
In addition to owning 20.1% of the share capital of ICAP AP (Singapore) Pte Ltd, the Group was also entitled to 4.5% of the pre-taxation profits of the
company under a profit share arrangement. Upon purchasing the remaining 79.9% of the equity, the carrying value of this profit share was reclassified 
from other investments to investment in subsidiary undertaking.
Included within other investments are debentures that are amortised over four years.
(b) Company
Subsidiary Own
undertakings shares Total
£m £m £m
Cost
As at 1 April 2002 103.2 2.4 105.6 
Additions – 1.1 1.1 
Exchange adjustments – (0.1) (0.1) 
As at 31 March 2003 103.2 3.4 106.6 
Provisions
As at 1 April 2002 – 0.6 0.6 
Amortisation for the year – 0.6 0.6 
As at 31 March 2003 – 1.2 1.2 
Net book value
As at 31 March 2003 103.2 2.2 105.4 
As at 31 March 2002 103.2 1.8 105.0 
Own shares represent shares held in trust in connection with the Group’s employee share schemes. As at 31 March 2003, these trusts held 1,563,590
(2002 – 1,104,171) of the Company’s ordinary shares of 50p each which had an aggregate market value of £14.9m (2002 – £8.9m). All expenses incurred
by the trusts are charged to the Company’s profit and loss account on an accruals basis. 
The Group’s principal subsidiary undertakings, joint ventures and associates are listed on pages 64 and 65.
14 Acquisitions
In the year ended 31 March 2003 the Group completed the acquisitions of First Brokers, APB and Nittan Capital’s voice broking interests in Asia.
No adjustments were necessary to the book value of the net assets acquired to reflect either their fair value at the date of acquisition or alignment with 
the Group’s accounting policies. The goodwill arising on each acquisition is being amortised over seven years.
The acquisitions of both First Brokers and APB include deferred consideration dependent on the future performance of each business. Initial estimates of the
deferred consideration will be revised in future periods as further information becomes available, with a corresponding adjustment made to goodwill. Deferred
cash consideration is included within creditors (notes 17 and 18).
(a) First Brokers
On 30 April 2002 the Group completed the acquisition of First Brokers for an initial cash payment of £24.9m. Further payments are due in May 2003,
May 2004 and May 2005, of which £6.1m is fixed with the remainder contingent on the future profit performance of the business.
At 31 March 2003 the net present value of future payments is estimated as £35.1m of which £18.0m will be payable in cash with the balance of £17.1m
payable in either cash or shares at the Group’s option. In accordance with FRS 7 “Fair values in acquisition accounting” the £17.1m payable in either cash 
or shares has been included as contingent share capital (note 25). Future payments are capped at £50m.
Book and fair
values
£m
Tangible fixed assets 0.3 
Debtors 0.7 
Cash 9.2 
Creditors (7.5)
Net assets acquired 2.7 
Consideration
Cash 24.9 
Deferred cash consideration
– fixed 6.1 
– contingent 11.9 
Contingent share capital 17.1 
Related costs of acquisition 0.8 
60.8 
Goodwill arising on acquisition 58.1 
In the year ended 31 December 2001, First Brokers made an audited profit after tax of £0.7m and in the four months to 30 April 2002, a profit after tax of
£0.1m. Prior to acquisition First Brokers was in essence a partnership and profit after tax is stated after distributions.
Notes to the Financial Statements continued
ICAP plc Annual Report 2003 51 52 ICAP plc Annual Report 2003
14 Acquisitions continued
(b) APB 
On 1 October 2002 the Group acquired APB for an initial cash payment of £9.9m. Further payments are due in June 2003, June 2004, June 2005 
and June 2006 which are all contingent on the future profit performance of the business. 
At 31 March 2003 the net present value of future payments is estimated as £9.0m of which £3.2m will be payable in cash with the balance of £5.8m payable
in either cash or shares at the Group’s option. The £5.8m payable in either cash or shares has been included as contingent share capital (note 25). The total
consideration for the acquisition cannot exceed £63.3m. 
Book and fair
values
£m
Tangible fixed assets 2.4 
Debtors 2.5 
Cash 1.1 
Creditors (3.3)
Net assets acquired 2.7 
Consideration
Cash 9.9 
Contingent cash consideration 3.2 
Contingent share capital 5.8 
Related costs of acquisition 0.5 
19.4 
Goodwill arising on acquisition 16.7 
In the year ended 31 December 2001, APB made a profit after tax of £4.0m and in the nine months to 30 September 2002 prior to acquisition made a profit
after tax of £4.1m.
(c) Acquired Asian businesses
On 16 November 2002 the Group completed the acquisition of Nittan Capital’s voice broking interests in Asia for an initial cash payment of £18.0m. 
Further consideration is due in November 2003 in respect of the assets of the businesses acquired. At 31 March 2003 the net present value of the further
consideration due was £7.7m. The Group principally acquired the 79.9% of the equity of ICAP AP (Singapore) Pte Ltd (formerly Nittan AP (Singapore) Pte Ltd)
that it did not previously own, 100% of Nittan Capital (Hong Kong) Ltd and 90% of the assets of ICAP-AP (Thailand) Co. Ltd (formerly Nittan (Thailand) Co. Ltd).
An analysis of the net assets acquired is shown below. The Group also acquired Nittan’s share of profits in the foreign exchange options businesses in
Singapore and Japan.
100% Nittan 79.9% ICAP 90% ICAP-AP
Capital (Hong AP (Singapore) (Thailand) Total book
Kong) Ltd Pte Co. Ltd and fair
Book value Book value Book value values
£m £m £m £m
Tangible fixed assets 0.4 0.3 0.1 0.8 
Current asset investments – 1.7 – 1.7
Debtors 1.7 2.1 0.1 3.9 
Cash 0.7 6.0 0.2 6.9 
Creditors (0.3) (4.8) (0.1) (5.2)
Net assets acquired 2.5 5.3 0.3 8.1 
Consideration
Cash 18.0 
Deferred cash consideration 7.7 
Related costs of acquisition 0.2 
25.9 
Goodwill arising on acquisition 17.8 
In the year ended 30 September 2002, ICAP AP (Singapore) Pte Ltd made an audited profit after tax of £2.6m and in the subsequent period until the
acquisition on 16 November 2002 it made a profit after tax of £0.1m. Nittan Capital (Hong Kong) Ltd recorded an audited profit after tax of £0.9m 
in the year ended 30 September 2002 and a profit after tax of £0.1m in the period to 16 November 2002.
15 Debtors
Group Company
As at As at As at As at
31 March 2003 31 March 2002 31 March 2003 31 March 2002
Due within one year
Trade debtors 80.8 92.9 – – 
Initially unsettled transactions 520.1 1,283.3 – – 
Net deposits paid for securities borrowed* 3.4 0.3 – – 
Amounts owed by subsidiary undertakings – – 50.1 24.3 
Amounts owed by joint ventures and associates 0.6 0.9 – – 
Corporation Tax – 2.3 3.4 0.2 
Deferred taxation (note 19) 2.7 4.1 – – 
Other debtors 19.2 14.9 – – 
Prepayments and accrued income 19.2 10.4 – – 
646.0 1,409.1 53.5 24.5 
Due after more than one year
Deferred taxation (note 19) 0.5 – – – 
Other debtors 2.0 2.1 – –
2.5 2.1 – –
648.5 1,411.2 53.5 24.5 
*In order to reflect the substance of stock lending transactions, the outstanding balance paid for secured borrowings is stated net of deposits received 
for securities loaned of £620.1m (2002 – £652.1m).
Certain companies in the Group are involved as principal in the purchase and simultaneous commitment to sell securities between third parties. 
The gross amount of the purchase and sale commitments in respect of such outstanding transactions was £101.4bn (2002 – £64.6bn). Substantially 
all of these transactions have now settled.
16 Current asset investments
Group Company
As at As at As at As at
31 March 2003 31 March 2002 31 March 2003 31 March 2002
£m £m £m £m
Listed investment 3.1 3.5 – –
Unlisted investments 8.4 8.4 – –
11.5 11.9 – –
Market value of listed investment 3.1 3.5 – –
Listed investment
The listed investment is an investment in a hedge fund, Pronous Offshore Fund Limited, that is listed on the Irish Stock Exchange.
Unlisted investments
Unlisted current asset investments consist principally of unlisted certificates of deposit, treasury bills and corporate bonds.
17 Creditors: amounts falling due within one year
Group Company
As at As at As at As at
31 March 2003 31 March 2002 31 March 2003 31 March 2002
£m £m £m £m
Bank loans and overdrafts 1.0 0.6 – –
Other loans – 1.4 – –
Trade creditors 6.2 15.0 – –
Initially unsettled transactions 520.1 1,283.3 – –
Amounts owed to subsidiary undertakings – – 0.3 26.3 
Amounts owed to joint ventures and associates 0.1 0.1 – –
Corporation Tax 18.5 19.0 – –
Other taxation and social security 13.3 5.0 – –
Other creditors 36.6 15.7 – –
Proposed dividend 23.3 17.9 23.3 17.9 
Accruals and deferred income 104.2 96.5 – –
723.3 1,454.5 23.6 44.2 
Notes to the Financial Statements continued
ICAP plc Annual Report 2003 53 54 ICAP plc Annual Report 2003
18 Creditors: amounts falling due after more than one year
Group Company
As at As at As at As at
31 March 2003 31 March 2002 31 March 2003 31 March 2002
£m £m £m £m
Corporation Tax 6.8 8.8 – –
Accruals and deferred income 7.4 –– –
Other creditors 12.9 1.5 – –
27.1 10.3 – –
Included within other creditors, in notes 17 and 18 above, is deferred cash consideration in respect of the acquisitions in the year (note 14). 
19 Deferred taxation
Recognised Unrecognised
As at As at As at As at
31 March 2003 31 March 2002 31 March 2003 31 March 2002
£m £m £m £m
Deferred taxation assets:
Accelerated capital allowances (1.7) 1.8 1.4 2.2 
Losses carried forward for tax purposes – 0.6 – –
Other timing differences 4.9 1.7 3.4 6.3 
3.2 4.1 4.8 8.5 
Movements on the deferred taxation account: £m
As at 1 April 2002 4.1
Exchange adjustments (0.2)
Adjustment in respect of prior years (note 8) (0.6)
Transfer from the profit and loss account (note 8) (0.1)
As at 31 March 2003 3.2 
20 Provisions for liabilities and charges
Other
Property items Total
£m £m £m
As at 1 April 2002 5.0 4.2 9.2 
Utilisation (0.8) (1.3) (2.1)
Unwinding of discount (note 7) 0.3 – 0.3
As at 31 March 2003 4.5 2.9 7.4 
Property provisions principally relate to property in London and are not expected to be fully utilised until 2009. Other items comprise worldwide obligations
which are expected to be discharged over the next two years and principally relate to the rationalisation of certain employee pension arrangements in the
Group and provisions for litigation.
21 Financial assets and liabilities
The Group’s approach to managing financial risk is described in the Group Finance Director’s Review on pages 10 to 15.
(a) Fair value
The book values of the Group’s financial assets and liabilities, which exclude all short term debtors and creditors as permitted by FRS 13 “Derivatives and
other financial instruments” are:
As at As at 
31 March 2003 31 March 2002
£m £m
Financial assets
– Fixed asset investments 3.1 5.6 
– Current asset investments 11.5 11.9 
– Cash at bank and in hand 174.1 155.8 
188.7 173.3 
Financial liabilities
– Bank loans and overdrafts (1.0) (0.6)
– Other loans – (1.4)
– Other financial liabilities (18.0) (9.2)
(19.0) (11.2)
As at 31 March 2003 and 31 March 2002, there was no material difference between the fair value and the book value of the Group’s balance sheet financial
assets and liabilities. Fair value information in respect of the Group’s outstanding derivatives contracts is shown in (e) below.
(b) Interest rate profile of financial assets
(i) As at 31 March 2003
At fixed At floating Non-
interest interest interest
rates rates bearing Total
£m £m £m £m
Sterling – 47.6 0.7 48.3 
US Dollars 5.7 91.1 2.1 98.9 
Euro – 4.1 0.3 4.4 
Japanese Yen – 19.1 – 19.1 
Other currencies 2.0 16.0 – 18.0 
7.7 177.9 3.1 188.7 
(ii) As at 31 March 2002
At fixed At floating Non-
interest interest interest
rates rates bearing Total
£m £m £m £m
Sterling 5.0 58.9 3.1 67.0 
US Dollars 3.3 63.6 2.3 69.2 
Euro – 7.1 0.2 7.3 
Japanese Yen – 20.6 – 20.6 
Other currencies – 9.2 – 9.2 
8.3 159.4 5.6 173.3 
As at 31 March 2003 and 31 March 2002, fixed interest rate assets represented investments in certificates of deposit, treasury bills and corporate bonds. 
Fixed rate financial assets had a weighted average interest rate of 3.8% (2002 – 4.1%) for a weighted average period of one year (2002 – one year).
Floating rate cash and investments bear interest based on relevant national LIBOR equivalents with a maturity of less than one year.
Notes to the Financial Statements continued
ICAP plc Annual Report 2003 55 56 ICAP plc Annual Report 2003
21 Financial assets and liabilities continued
(c) Interest rate profile of financial liabilities
(i) As at 31 March 2003
At floating Non-
interest interest
rates bearing Total
£m £m £m
Sterling 4.2 1.0 5.2 
US Dollars 12.3 0.1 12.4
Euro – 1.4 1.4 
Japanese Yen –– –
16.5 2.5 19.0
(ii) As at 31 March 2003
At floating Non-
interest interest
rates bearing Total
£m £m £m
Sterling 5.3 2.8 8.1 
US Dollars 0.5 – 0.5 
Euro – 1.4 1.4 
Japanese Yen 1.2 – 1.2 
7.0 4.2 11.2
As at 31 March 2003 and 31 March 2002, there were no fixed interest rate liabilities.
Floating rate borrowings bear interest based on relevant national LIBOR equivalents.
(d) Maturity profile of financial liabilities
As at As at 
31 March 2003 31 March 2002
£m £m
Payable:
Within one year or on demand 1.0 4.4 
Between one and two years 9.8 3.4 
Between two and five years 7.4 2.2 
After five years 0.8 1.2 
19.0 11.2
(e) Hedges
It is the Group’s policy to hedge a proportion of its transactional US Dollar and euro exposures. The table below shows the unrecognised gains and losses 
in respect of hedges at the beginning and end of the year.
Gains Losses Net
£m £m £m
Unrecognised gains at 1 April 2002 0.2 – 0.2 
Less gains in previous year recognised in year to 31 March 2003 (0.2) – (0.2)
Brought forward gains and losses not recognised in year to 31 March 2003 – – –
Unrecognised gains arising in year to 31 March 2003 0.7 (0.4) 0.3 
Unrecognised gains and losses at 31 March 2003 0.7 (0.4) 0.3 
The above unrecognised net gain of £0.3m arises from the market value of forward foreign exchange contracts totalling £50.1m that were outstanding at 
31 March 2003. The unrecognised gains and losses at 31 March 2003 are expected to be recognised in the year ended 31 March 2004.
(f) Borrowing facilities
As at As at 
31 March 2003 31 March 2002
£m £m
The undrawn committed facilities were:
Expiring:
Within one year or on demand – 8.0 
Between one and two years – 40.0 
Between two and five years 50.0 –
50.0 48.0 
22 Monetary assets and liabilities
The table below is intended to give an indication of the sensitivity of the Group’s results to fluctuations in currency exchange rates. It shows the net monetary
assets and liabilities held by Group companies that were not denominated in their functional currencies (other than certain foreign currency borrowings treated
as hedges of net investments in overseas operations) that were unhedged and therefore may give rise to exchange gains and losses that would flow through 
to the Group’s profit and loss account.
(i) As at 31 March 2003
Net foreign currency monetary assets/(liabilities)
US Japanese Other 
Sterling Dollars Euro Yen currencies Total
£m £m £m £m £m £m
Functional currency:
Sterling – 14.0 2.7 0.3 (4.3) 12.7 
Euro (3.4) –––– (3.4)
Other currencies 0.3 3.3 (0.2) – – 3.4
(3.1) 17.3 2.5 0.3 (4.3) 12.7
(ii) As at 31 March 2002
Net foreign currency monetary assets/(liabilities)
US Japanese Other 
Sterling Dollars Euro Yen currencies Total
£m £m £m £m £m £m
Functional currency:
Sterling – 22.6 (2.2) 2.7 0.8 23.9 
US Dollars 0.6 – 4.0 – – 4.6 
Euro 1.6–––– 1.6 
Other currencies (3.2) 0.4––– (2.8)
(1.0) 23.0 1.8 2.7 0.8 27.3 
23 Share capital
(a) Authorised share capital
The Company’s authorised share capital was:
As at 31 March 2003 As at 31 March 2002
Number of Nominal Number of Nominal 
shares value shares value
millions £m millions £m
Equity share capital
Ordinary shares of 50p each 130 65.0 130 65.0 
Non-equity share capital
Redeemable preference shares of £1 each
– A Series 5.6% 3 3.0 3 3.0 
– A Series 7.7% 9 9.0 9 9.0 
– B Series 7.7% 8 8.0 8 8.0 
– C Series 7.7% 5 5.0 5 5.0 
25 25.0 25 25.0 
155 90.0 155 90.0 
(b) Issued share capital
Ordinary shares of 50p each
Number of Nominal
shares value
millions £m
Allotted, called up and fully paid:
As at 1 April 2002 100.4 50.2 
Shares issued during the year 2.5 1.2 
As at 31 March 2003 102.9 51.4
During the year 1,877,967 ordinary shares were issued for consideration of £15.0m following the exercise of options held under employee share schemes. 
A further 630,000 were issued to an employee share ownership trust for consideration of £5.4m.
The number of shares in issue at 31 March 2003 was 102,922,058 (2002 – 100,414,091).
Notes to the Financial Statements continued
ICAP plc Annual Report 2003 57 58 ICAP plc Annual Report 2003
24 Share options
Employee share schemes
Options outstanding over the Company’s ordinary shares under the Company’s employee share schemes were:
UESOP SAYE SEEPP UCSOP Rabbi Trust Total
number of number of number of number of number of number of
shares shares shares shares shares shares
millions millions millions millions millions millions
As at 1 April 2002 2.1 1.9 0.9 0.8 0.1 5.8 
Granted 0.3 – – 0.4 – 0.7 
Surrendered – – – (0.2) – (0.2) 
Lapsed – (0.1) – – – (0.1) 
Exercised (0.9) (1.0) (0.1) – (0.1) (2.1)
As at 31 March 2003 1.5 0.8 0.8 1.0 – 4.1 
A summary of the rules of the Company’s employee share option schemes is set out in the Remuneration Committee Report on pages 24 to 32.
Options outstanding as at 31 March 2003:
(i) Unapproved Executive Share Ownership Plan (UESOP) 
UESOP options were outstanding over 1,474,779 (2002 – 2,131,407) ordinary shares at exercise prices ranging between 205p and 942.5p per share. Subject
to the Company’s performance during the vesting period, these options are exercisable between December 2001 and January 2013.
(ii) Savings Related Share Option Scheme (SAYE) 
SAYE options were outstanding over 826,915 (2002 – 1,868,203) ordinary shares at an exercise price of 176p per share. Depending on the length of the
individual savings contracts, these options will normally be exercisable between March 2003 and August 2005.
(iii) Senior Executive Equity Participation Plan (SEEPP) 
SEEPP options were outstanding over 843,705 (2002 – 911,724) ordinary shares at exercise prices ranging between a nominal sum of 100p and 576p per
share. Subject to the participants remaining in the employment of the Company during the vesting period, these options will normally be exercisable between
June 2002 and December 2011.
(iv) Unapproved Company Share Option Plan (UCSOP) 
UCSOP options were outstanding over 965,000 (2002 – 800,000) ordinary shares at exercise prices ranging between 421p and 942.5p per share. Subject 
to the Company’s performance during the vesting period, these options will normally be exercisable between March 2004 and January 2013.
(v) Rabbi Trust 
On 30 September 2002 all of the 69,333 shares were allocated to employees.
The Company has established employee share ownership trusts in respect of the SAYE and SEEPP schemes which are funded by the Group and have the
power to acquire shares in the open market to meet the Company’s future obligations under these schemes. 
Executive share options have not been offered at a discount (save as permitted by paragraph 13.30 and 13.31 of the Listing Rules).
At the close of business on 31 March 2003, the market price of the Company’s ordinary shares was 955p per share and during the year fluctuated in the
range 754p to 1001p per share.
25 Capital and reserves
(a) Group
Share Contingent Share Profit
capital share premium Other and loss
(note 23) capital account reserves account Total
£m £m £m £m £m £m
As at 1 April 2002 50.2 – 9.4 36.9 92.0 188.5 
Exchange adjustments on net investments in overseas undertakings – – – (3.9) (3.8) (7.7)
Shares issued 1.2 – 19.2 – (15.6) 4.8 
Contingent share capital – 22.9––– 22.9 
Other recognised exchange losses –––– (0.2) (0.2)
Retained profit for the financial year –––– 46.5 46.5 
As at 31 March 2003 51.4 22.9 28.6 33.0 118.9 254.8
The contingent share capital of £22.9m relates to deferred payments in respect of the acquisitions of First Brokers and APB (note 14).
Other recognised exchange losses of £0.2m relates to the piecemeal acquisition of ICAP AP (Singapore) Pte Ltd, which became a subsidiary undertaking
during the year. It had previously been treated as an associated undertaking. 
The charge to the profit and loss account of £15.6m relates to amounts charged directly to reserves when employees exercised their share options under 
the UESOP and SAYE schemes.
As at 31 March 2003, the cumulative amount of goodwill written off directly to reserves, net of goodwill relating to acquired businesses which subsequently
have been sold, amounted to £270.6m (2002 – £270.6m).
(b) Company
Share Contingent Share Profit
capital share premium Other and loss
(note 23) capital account reserves account Total
£m £m £m £m £m £m
As at 1 April 2002 50.2 – 9.4 0.1 25.8 85.5 
Shares issued 1.2 – 19.2 – (11.0) 9.4 
Contingent share capital – 22.9––– 22.9 
Retained profit for the financial year –––– 17.8 17.8 
As at 31 March 2003 51.4 22.9 28.6 0.1 32.6 135.6 
As permitted by Section 230 of the Companies Act 1985, the Company has elected not to include its own profit and loss account in these Financial
Statements. The Company’s profit for the financial year before dividends was £48.1m (2002 – £29.0m).
26 Commitments
(a) Operating lease commitments
The Group had annual rental commitments under non-cancellable operating leases: 
As at 31 March 2003 As at 31 March 2002
Land and Other Land and Other
buildings assets Total buildings assets Total
£m £m £m £m £m £m
Leases expiring:
– Within one year 0.6 0.3 0.9 0.5 0.2 0.7 
– Between two and five years 4.7 0.2 4.9 0.6 – 0.6 
– After five years 3.2 – 3.2 4.3 – 4.3 
8.5 0.5 9.0 5.4 0.2 5.6 
(b) Capital commitments
As at 31 March 2003, capital expenditure contracted but not provided for amounted to £2.1m (2002 – £6.4m).
Notes to the Financial Statements continued
ICAP plc Annual Report 2003 59 60 ICAP plc Annual Report 2003
27 Defined benefit pension schemes
The Group has followed the transitional arrangements allowed by FRS 17 “Retirement benefits” which only requires disclosure of the asset or liability that
would have been recognised in the balance sheet if the standard had been fully implemented.
The Group operates defined benefit pension schemes in the US and Germany. 
In the case of the schemes operating in Germany, any future obligations that the Group may incur in respect of benefits accrued to members in respect of past
service are insured with local insurance companies. The scheme in Germany is 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. 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 2002 with an update as at 31 March 2003 and used the projected unit method.
The actuarial assessment was based on the following principal assumptions: 
2003 2002
% %
Rate of increase in pensionable salaries nil nil
Rate of increase in pensions in payment nil nil
Discount rate 6.0 7.3 
Inflation assumption 3.0 3.5 
The assets and liabilities of the scheme and the expected rate of return were:
Long-term Long-term
rate of return rate of return
expected Value as at expected Value as at
31 March 2003 31 March 2003 31 March 2002 31 March 2002
%£m %£m
Equities 8.5 1.0 9.0 1.5 
Bonds 6.3 4.3 7.3 4.4 
Cash and other assets 5.5 (0.1) 6.0 0.1 
Total market value of assets 5.2 6.0 
Present value of scheme liabilities (7.7) (6.9)
Deficit in the scheme (2.5) (0.9)
Related deferred tax asset 0.8 0.3 
Net pension liability (1.7) (0.6)
The effects of the FRS17 pension liability on the net assets and reserves of the Group are set out below:
As at As at 
31 March 2003 31 March 2002
£m £m
Net assets
Net assets excluding net pension prepayment under SSAP 24 263.2 196.4 
Pension liability under FRS 17 (1.7) (0.6)
Net assets including net pension liability under FRS 17 261.5 195.8
Reserves
Profit and loss reserve excluding net pension prepayment under SSAP 24 118.9 92.0 
Pension reserve under FRS 17 (1.7) (0.6)
Profit and loss reserve including net pension reserve under FRS 17 117.2 91.4 
If FRS 17 had been fully implemented there would have been no amounts charged to operating profit during the year. The amounts that would have been
charged to finance costs and an analysis of the amounts that would have been included in the statement of total recognised gains and losses are shown in 
the tables below:
Analysis of amounts included as other finance costs
Year ended 
31 March 2003
£m
Expected return on scheme assets 0.4
Interest on scheme liabilities (0.4)
Net return –
Analysis of amounts included in the statement of total recognised gains and losses
As % of 
Year ended As % of present value of 
31 March 2003 scheme assets scheme liabilities
£m % %
Actual return less expected return on scheme assets (0.8) (15.8) (9.9)
Experience gains and losses arising on the scheme’s liabilities (0.1) (1.5) (1.0)
Changes in assumptions underlying the present value of the scheme (1.4) (27.2) (17.0)
Actuarial loss recognised in the statement of total recognised gains and losses (2.3) (44.5) (27.9)
Analysis of movements in pension scheme deficit during the year
As at 
31 March 2003
£m
Deficit in the scheme at the beginning of the year (0.9)
Contributions 0.7
Actuarial loss (2.3)
Deficit in the scheme at the end of the year (2.5)
28 Contingent liabilities
Group
(a) From time to time the Group is engaged in litigation on employee related and other matters. It is not possible to quantify the extent of such liabilities 
but they are not expected to have a material, adverse effect on the Group’s results or net assets. 
(b) In the normal course of business certain Group undertakings enter into guarantees to cover trading arrangements.
Notes to the Financial Statements continued
ICAP plc Annual Report 2003 61 62 ICAP plc Annual Report 2003
29 Related party transactions
(a) IPGL
During the year, IPGL recharged the Group £62,243 (2002 – £49,525) for the net amount of transactions between the two parties. This amount includes
£42,179 (2002 – £48,372) paid by IPGL in respect of certain employees of the Group who provided services to IPGL and its subsidiary undertakings. 
As at 31 March 2003, IPGL owed the Group £35,844 (2002 – the Group owed IPGL £255,144). 
(b) Exotix Limited
At 31 March 2003, P J Bartlett, a director of a subsidiary undertaking Exotix Limited, owed a fellow subsidiary undertaking Garban-Intercapital Management
Services Limited £109,187 (2002 – £129,587) including accrued interest, in respect of a loan made to him to purchase shares in Exotix Limited. This loan
accrues interest at one percent above the base rate of Barclays Bank plc and is repayable in full by 4 April 2005.
(c) S.I.F. Garban-Intercapital Mexico S.A. de CV
On 15 April 2002, the Group entered into an agreement to licence its electronic broking software to S.I.F. Garban-Intercapital Mexico S.A. de CV. Under the
agreement, £378,371 including withholding taxes, was paid to the Group in advance for a 5 year licence. This amount is being amortised over the life of the
agreement. As at 31 March 2003, the amount remaining to be amortised was £309,003.
(d) Hartfield, Titus and Donnelly LLC
The Group supplies and maintains electronic broking software and systems on behalf of Hartfield, Titus & Donnelly LLC. During the year ended 31 March 2003,
the Group charged £388,450 (2002 – £418,819) and the balance due from Hartfield, Titus & Donnelly LLC as at the year end was £30,366 (2002 – £nil).
(e) QVAN Capital Management LLC
John Nixon is the managing partner of QVAN Capital Management LLC. During the year, the Group incurred charges of £247,729 (2002 – £131,062) relating
to services provided by QVAN, of which £nil (2002 – £nil) was outstanding at year end.
(f) TFS-ICAP Limited and TFS-ICAP LLC
The Group invoices and collects revenue on behalf of TFS-ICAP Limited and TFS-ICAP LLC. During the year, the Group invoiced and collected £453,192 for
which it did not receive a fee.
(g) TriOptima UK Limited
The Group provides TriOptima UK Limited, a subsidiary of TriOptima AB, with office space and management services which includes accounting, legal and
personnel services. During the year, the Group charged TriOptima UK Limited £217,653 (2002 – £nil) for these services and at the year end £23,911 
(2002 – £nil) was outstanding.
30 Exchange rates
The principal exchange rates which affect the Group, exposed in currency per £1, are shown below:
Closing rate Closing rate Average rate Average rate
as at as at year ended year ended
31 March 2003 31 March 2002 31 March 2003 31 March 2002
US Dollar 1.58 1.42 1.54 1.43
Euro 1.45 1.63 1.56 1.63
Yen 187.43 188.73 188.17 179.84
The Group is exposed to foreign exchange translational risk on consolidation of its overseas operations not denominated in sterling. During the year ended 
31 March 2003, the US Dollar depreciated by 11% with respect to sterling while the euro appreciated by 11% with respect to sterling. In accordance with 
the Statement of Standard Accounting Practice 20, the resulting exchange difference is included within the £7.7m exchange loss taken directly to reserves, 
as disclosed in the Consolidated Statement of Total Recognised Gains and Losses.
31 Cash flow
(a) Reconciliation of operating profit to net cash inflow from operating activities
Year ended Year ended 
31 March 2003 31 March 2002
£m £m
Total operating profit 99.6 67.2 
Operating exceptional items 4.0 7.0 
Share of operating profits and losses of joint ventures and associates (6.8) (0.4)
Depreciation of tangible fixed assets 15.8 10.9 
Amortisation of goodwill 16.7 6.3 
Amortisation of other investments 0.1 –
Amortisation of the cost of own shares 0.6 0.5 
Loss on sale of fixed assets 0.1 0.2 
(Increase)/decrease in debtors (3.5) 13.8 
Increase/(decrease) in creditors 15.5 (22.8)
Cash inflow from operating activities before operating exceptional items 142.1 82.7 
(b) Analysis of net funds
As at As at
31 March 2003 31 March 2002
£m £m
Cash
– Cash at bank and in hand 174.1 155.8 
– Bank overdrafts (1.0) (0.6)
173.1 155.2 
Liquid resources
– Current asset investments 11.5 11.9 
Borrowings
– Other short-term loans – (1.4)
Net funds 184.6 165.7
(c) Reconciliation of net cash inflow to movement in net funds
Year ended Year ended 
31 March 2003 31 March 2002
£m £m
Increase in cash in the year 24.0 35.3 
Cash outflow from financing 1.4 0.7 
Cash outflow from management of liquid resources – 8.6 
Increase in net funds resulting from cash flows 25.4 44.6 
Exchange adjustments (6.5) (1.2)
Increase in net funds 18.9 43.4 
Opening net funds 165.7 122.3 
Closing net funds 184.6 165.7 
32 Post balance sheet events
On 7 May 2003 the Group announced that it had completed the acquisition of BrokerTec’s fixed income securities businesses. The acquisition was satisfied 
by the issue of 11,989,509 ordinary shares in ICAP. Further shares (up to an additional 6,744,099) will be issued after the first full 12 months following
acquisition, the final number of which will be dependent upon the revenues earned by the acquired business and ETC, ICAP's existing electronic trading
platform, in certain products in the first full 12 calendar months following completion. As at the close of business on 6 May 2003, the initial payment was
valued at £115.3m ($181.8m) with the deferred consideration valued at up to £64.8m ($102.2m).
On 15 April 2003 the board resolved not to exercise its option to satisfy £6.6m ($10.8m) of the first deferred consideration payment in respect of the 
First Brokers’ acquisition in shares and consequently this will be paid in cash. These shares were included in the balance sheet at the year end as 
contingently issuable shares (note 14).
Notes to the Financial Statements continued
ICAP plc Annual Report 2003 63 64 ICAP plc Annual Report 2003
At 31 March 2003, the following companies were the Group’s principal trading subsidiary undertakings, joint ventures and associated
undertakings:
(a) Principal subsidiary undertakings
% held
Country of incorporation
Australia Garban Australia Holdings Pty Limited 100
ICAP Brokers Pty Limited 100
ICAP Futures (Australia) Pty Limited 100
Harlow Butler (Australia) Pty Limited 100
ICAP Australia Pty Ltd 100
ICAP Energy Pty Limited 100
ICAP FIB Pty Limited 100
Intercapital Brokers (Australia) Limited 100
Intercapital Group (Australia) Pty Limited 100
Bahrain ICAP (Middle East) W.L.L. (note 2) 49
Canada Harlow Meyer Savage (Canada) Partnership 100
China ICAP (Hong Kong) Limited
Garban Information Systems (AP) Limited 100
Czech Republic Garban (Praha) as (note 1) 87.5
Denmark Garban Scandinavia I (FWDS) A/S 100
Garban-Intercapital Scandinavia A/S 100
England Exotix Limited 60
Garban Information Systems Limited 100
Garban Securities Limited 100
Garban-Intercapital Management Services Limited 100
Garban-Intercapital WCLK Limited 100
Guy Butler Limited 51
Harlow (London) Limited 100
Intercapital Commodity Swaps Limited 100
Intercapital Europe Limited 100
Intercapital Securities 100
T&M Securities Limited 100
Germany Garban-Intercapital Moneymarkets Deutschland GmbH 100
Garban-Intercapital Securities Deutschland GmbH 100
Garban Information Systems (AP) Limited 100
India Harlow Butler Merwanjee Forex Private Limited 51
ICAP India Pvt Limited 51
Indonesia PT Garban-Intercapital Polyforex 85
Japan Garban Totan Securities Co. Limited 60
The Netherlands Garban Holdings (Nederland) B.V. 100
New Zealand Fixed Interest Securities (NZ) Ltd 80
Poland ICAP (Poland) Sp. Z.o.o. 100
Singapore ICAP AP (Singapore) Pte Limited 100
ICAP Nittan Pte Limited 100
Intercapital Commodity Swaps Pte Ltd 100
South Africa FCB-Harlow Butler Pty Limited 62.4
Thailand Nextgen Holding Co Ltd (note 2) 49
United States APB Financial LLC 100
First Brokers Securities Inc 100
Garban Capital Markets LLC 100
Garban Corporates LLC 100
Garban Futures LLC 100
Garban Information Systems (Americas) LLC 100
Garban LLC 100
Garban Securities LLC 100
Garban-Intercapital Services LLC 100
Harlows LLC 100
Wembley Asset Management LLC 100
Wrightson Associates LLC 100
The percentage held represents the percentage of issued share capital held (all classes) and also represents the voting rights of the Company.
All the above subsidiary undertakings are owned indirectly. All companies operate in their country of incorporation, except Garban LLC which
operates in the US and the UK.
The principal activity of Garban Information Systems Limited, Garban Information Systems (Americas) LLC, Garban Information Systems 
(AP) Limited and Wrightson Associates LLC is the provision of financial information to third parties.
All other subsidiaries are involved in securities broking, derivatives and money broking or electronic broking.
Notes
1 The year end of this company is 31 December. All other principal subsidiaries have a 31 March year end.
2 ICAP (Middle East) W.L.L. and Nextgen Holding Co Ltd are treated as subsidiary undertakings since the Group exercises control over the
companies, as the majority shareholders take no part in the management of the companies.
(b) Joint ventures
% held Principal activity
Country of incorporation
England TFS-ICAP Limited 22.5 Derivatives and money broking
Mexico S.I.F. Garban-Intercapital Mexico S.A. de CV 50.0 Derivatives and money broking
United States GGET LLC 25.0 Securities broking
United States Hartfield, Titus & Donnelly LLC 33.0 Securities broking
United States TFS-ICAP LLC 22.5 Derivatives and money broking
(c) Associated undertakings
% held Principal activity
Country of incorporation 
Japan TIU Derivatives Co. Limited 22.5 Derivatives broking
Spain Corretaje e Informacion Monetaria y de Divisas SA 25.2 Money and securities broking
Sweden TriOptima AB 30.0 Electronic trading
All joint ventures and associated undertakings are held indirectly. They all have a 31 December year end with the exception of TIU
Derivatives Co. Limited which has 31 March year end.
Principal Subsidiaries, Joint Ventures and Associates
ICAP plc Annual Report 2003 65 66 ICAP plc Annual Report 2003
Financial calendar 
2003
28 May Results for year ended 31 March 2003 announced
16 July Annual General Meeting in London
30 July Ex-dividend date for final dividend
1 August Record date for final dividend
29 August Final dividend payment
25 November Results for half year to 30 September 2003 announced
2004
January Record date for interim dividend
February Interim dividend payment
Capital gains tax base cost of ICAP shares at Demerger from United
Shares in the Company acquired on the Demerger on 17 November 1998 will be treated as having a base cost for capital gains tax purposes
ascertained by reference to the mid-market values of the Company and United shares on that date.
The relevant prices on The London Stock Exchange on 17 November 1998 were ICAP – 217p; United – 638p.
To take into account the consolidation of the Company’s shares on a one for ten basis (i.e. one ICAP share for every ten United shares held),
the first part of the calculation is to be made, as follows: 21.7
21.7 + 638
x 100 = 3.29%
Next, the figure of 3.29% should be applied to the base cost of United shares. The resultant amount should then be multiplied by 
ten to reflect the consolidation of the Company’s shares. Therefore, the base cost for one Company share received on Demerger (following
consolidation) will be equivalent to 32.9% of the original base cost of one United share.
The new base cost for United shares held will be 96.71% of their original base cost.
Capital gains tax base cost of ICAP shares received by Intercapital shareholders at the time of the Merger
For the purposes of UK capital gains tax, former Intercapital shareholders who acquired shares in the Company by means of the Merger,
9 September 1999, will be treated as having acquired those shares for the same consideration and at the same time as their Intercapital shares.
When an original Intercapital shareholder has to account for UK capital gains tax upon a subsequent disposal of the Company’s shares acquired
by means of the Merger, then the base cost of each ICAP share will be 8.12 times the consideration attributable to one original Intercapital share.
Frequent shareholder enquiries
Notifying the Company of a change of address Shareholders should notify the Company’s registrar, Lloyds TSB Registrars, in writing.
If shares are held in joint names, the notification must be signed by the first named shareholder.
Notifying the Company of a change of name To ensure the details of a shareholding are correct, notification of a change of name should be made
in writing to Lloyds TSB Registrars. A copy of any marriage certificate or change of name deed should be provided as evidence of the name change.
Dividend payments directly into bank/building society accounts Dividends for shareholders are paid through BACS and can be paid directly
into a UK bank or building society account with the tax voucher sent direct to the shareholder’s registered address. A dividend mandate form
is available from Lloyds TSB Registrars or from its website, www.shareview.co.uk, under the Frequently Asked Questions section.
Transferring ICAP shares Transferring shares to someone else requires the completion of a stock transfer form. These forms are available 
by calling the ICAP shareholder helpline, 0870 600 3970. 
Lost ICAP share certificate(s) Shareholders who lose their share certificate(s) or have their certificate(s) stolen should inform Lloyds TSB
Registrars immediately by calling the ICAP shareholder helpline, 0870 600 3970. Share Certificates in the names of Garban plc, 
Garban-Intercapital plc and ICAP plc all remain valid.
ShareGift
Shareholders with a small number of shares, the value of which makes it uneconomic to sell them, may wish to consider donating them 
to charity through ShareGift, a registered charity administered by The Orr Mackintosh Foundation. The relevant share transfer form can be
obtained from Lloyds TSB Registrars. Further information about ShareGift is available at www.sharegift.org or by telephone: 020 7337 0501.
Registrar
Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA. Telephone: 0870 600 3970.
Information about Lloyds TSB Registrars is available at www.lloydstsb-registrars.co.uk and up to date information about current holdings 
on the Register is also available at www.shareview.co.uk. Shareholders will need their reference number (account number) and postcode 
to view information on their own holding.
Disability Helpline
For shareholders with hearing difficulties a special text phone number is available: 0870 600 3950.
Notice is hereby given that the fifth Annual General Meeting of ICAP plc (the Company) will be held at the offices of Ashurst Morris Crisp,
Broadwalk House, 5 Appold Street, London EC2A 2HA at 10.30am on Wednesday, 16 July 2003.
Ordinary business
1 To receive the Financial Statements for the year ended 31 March 2003, together with the reports of the directors and auditors thereon.
2 To declare a final dividend of 23 pence per ordinary share, payable to the shareholders on the register at 1 August 2003.
3 To re-elect David Gelber as a director of the Company.
4 To re-elect Michael Spencer as a director of the Company.
5 To appoint PricewaterhouseCoopers LLP as auditors of the Company, and to authorise the directors to set their remuneration.
Special business
To consider, and, if thought fit, to pass the following resolutions of which numbers 6, 8, 11, 12, 13 and 14 will be proposed as Ordinary
Resolutions and numbers 7, 9 and 10 will be proposed as Special Resolutions:
Ordinary Resolution
6 To approve the Remuneration Committee Report.
Special Resolution
7 That
(1) each of the authorised but unissued redeemable preference shares of £1 each comprised in the capital of the Company 
(comprising each of the A Series 7.7 per cent. Preference Shares, A Series 5.6 per cent. Preference Shares, B Series Preference
Shares and C Series Preference Shares) be subdivided into 2 redeemable preference shares of £0.50 each and each of the redeemable
preference shares of £0.50 so created be immediately redesignated as an ordinary share of £0.50 having the rights and being subject
to the restrictions and obligations set out in the Company’s articles of association as amended by this resolution 7; and
(2) the Company’s articles of association be amended by:
(a) the deletion of the following definitions:
A Series 7.7 per cent. Preference Shares;
A Series 5.6 per cent. Preference Shares;
B Series Preference Shares;
C Series Preference Shares;
Issue Date;
Preference Shares;
Tranche; and
United News & Media plc;
(b) the deletion of the words “and subject to the agreement of any holder of Preference Shares acting reasonably” in the definition 
of “Regulatory Capital Requirements”;
(c) the deletion of article 3 (authorised share capital) and the insertion of the following in its place:
“The authorised share capital of the Company at the date of adoption of these Articles is £90,000,000 divided into 180,000,000
Ordinary Shares.”;
(d) the deletion of article 4 (rights attaching to Preference Shares);
(e) the addition of the definition of “UK Listing Authority” which “means the Financial Services Authority in its capacity as the
competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000”;
(f) the replacement of the words “Official List of the London Stock Exchange” wherever they appear with the words “Official List 
of the UK Listing Authority”;
(g) the replacement of the words “Financial Services Act 1986” wherever they appear with the words “Financial Services and
Markets Act 2000”; and
(h) the renumbering of the articles in accordance with the additions and deletions made pursuant to this resolution.
Information for Shareholders Notice of Annual General Meeting
ICAP plc Annual Report 2003 67 68 ICAP plc Annual Report 2003
Ordinary Resolution
8 That the directors be and are hereby generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985
and in accordance with Article 10.2 of the Company’s articles of association (as in force at the date of this notice), to exercise all the
powers of the Company to allot relevant securities (within the meaning of section 80(2) of the said Act) of up to an aggregate nominal
amount of £19,156,073, this authority to expire on the fifth anniversary of the passing of this resolution, save that the Company may
before such expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the
directors may allot relevant securities in pursuance of any offer or agreement as if the authority conferred hereby had not expired. This
authority shall be in substitution for and shall replace any existing authority pursuant to the said section 80, to the extent not utilised at
the date this resolution is passed.
Special Resolutions
9 That subject to the passing of resolution 8 above and in accordance with Article 10.3 of the Company’s articles of association (as in force
at the date of this notice), the directors be and are hereby empowered to allot equity securities (as defined in section 94(2) of the
Companies Act 1985) for cash pursuant to the authority conferred by resolution 8 above as if section 89(1) of the said Act did not apply
to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(a) in connection with a rights issue in favour of ordinary shareholders and holders of any other class of equity securities where the equity
securities are proportionate (as nearly as practicable) to the respective number of ordinary shares or other equity securities held by
such holders but subject to such exclusions or other arrangements as the directors may deem necessary or desirable in relation to
fractional entitlements or legal or practical problems arising in, or pursuant to, the laws of any territory, or the requirements of any
regulatory body or stock exchange in any territory; and
(b) otherwise than pursuant to sub-paragraph (a) above, up to an aggregate nominal amount of £2,573,051
and this power shall expire on the fifth anniversary of the passing of this resolution, save that the Company may before such expiry make 
an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity
securities in pursuance of such offer or agreement as if the power had not expired.
10 That the Company be and is hereby generally authorised pursuant to and in accordance with Section 166 of the Companies Act 1985 
to make market purchases within the meaning of Section 163(3) of such Act of its own ordinary shares on such terms and in such
manner as the directors may from time to time determine subject to the following:
(a) the maximum number of such ordinary shares in the Company hereby authorised to be acquired is 11,493,644;
(b) the minimum price, exclusive of expenses, which may be paid for each such ordinary share is an amount equal to the nominal value
of each such ordinary share;
(c) the maximum price, exclusive of expenses, which may be paid for any such ordinary share is an amount equal to 105% of the
average of the middle market quotations for the ordinary shares in the Company taken from the London Stock Exchange Daily Official
List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased;
(d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting; and
(e) the Company may enter into a contract for the purchase of such ordinary shares before the expiry of this authority which would 
or might be completed wholly or partly after its expiry.
Ordinary Resolutions
11 That the Company and its directors be and are hereby generally and unconditionally authorised to make Donations to EU political
organisations and to incur EU political expenditure up to an aggregate amount of £100,000 for the Group, this authority to expire at 
the conclusion of the Annual General Meeting of the Company to be held in 2004. For the purposes of this resolution, “Donation”, 
“EU political organisations” and “EU political expenditure” have the meanings ascribed in section 347A of the Companies Act 1985 
and “Group” shall have the meaning ascribed thereto by the Company’s articles of association.
12 That Garban-Intercapital Management Services Limited and its directors be and are hereby generally and unconditionally authorised to
make Donations to EU political organisations and to incur EU political expenditure up to an aggregate amount of £100,000 for the Group,
this authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2004. For the purposes of this
resolution, “Donation”, “EU political organisations” and “EU political expenditure” have the meanings ascribed in section 347A of the
Companies Act 1985 and “Group” shall have the meaning ascribed thereto by the Company’s articles of association.
Ordinary Resolutions continued
13 That the maximum aggregate annual sum payable to directors by way of fees for their services as directors in accordance with the
provisions of article 99.1 of the Company’s articles of association (as in force at the date of this notice), shall be increased from
£400,000 to £600,000.
14 That the ICAP 2003 Bonus Share Matching Plan (the “Plan”) as detailed in the Remuneration Committee Report of the Company’s
Annual Report for the year ended 31 March 2003 on pages 25 and 26, a copy of the Rules of which is produced to this Meeting and for
the purpose of identification initialled by the Chairman, be and is hereby adopted and established and the directors of the Company be
and they are hereby authorised to do all acts and things which they may consider necessary or desirable to carry the Plan into effect
including the making of further or consequential amendments thereto.
By order of the board
E.C. Pank
Company Secretary
27 May 2003
Notes
1 Transfer
If you have sold or transferred all of your shares, you should pass this documentation and the form of proxy to the person through whom
the sale or transfer was effected for transmission to the purchaser or transferee.
2 Proxies
Only holders of ordinary shares are entitled to attend and vote at this meeting. A member entitled to attend and vote may appoint a proxy
or proxies who need not be a member of the Company to attend (and on a poll, to vote) instead of him or her. Forms of proxy must be
returned so as to be received by the Company’s registrars, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6AZ, not
later than 10.30am on Monday, 14 July 2003, (being 48 hours before the time of the meeting). Completion of a form of proxy will not
preclude a member attending and voting in person at the meeting.
3 Right to attend and vote
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that in order to have the right to
attend and vote at the meeting (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast) 
a person must be entered on the register of holders of the ordinary shares of the Company by not later than 6pm on 14 July 2003 (being
two business days before the time fixed for the meeting). Changes to entries on the register after this time shall be disregarded in
determining the rights of any person to attend or vote at the meeting and the number of shares on which they can vote.
4 Directors
Information concerning the directors to be re-elected can be found on page 18 of the Annual Report.
5 Documents on display
The Register of directors’ interests in the share capital and debentures of the Company, together with copies of the service agreements
under which directors of the Company are employed, the Company’s articles of association and the rules of the ICAP 2003 Bonus Share
Matching Plan, are available for inspection at all times at the Company’s registered office during normal business hours, and will be
available for inspection at the place of the Annual General Meeting for at least 15 minutes prior to, and during the meeting.
Registered Office
Park House
16 Finsbury Circus
London EC2M 7UR
Notice of Annual General Meeting continued
ICAP plc Annual Report 2003 69 First Brokers Securities Inc
Harborside Financial Center
1100 Plaza Five, 15th Floor
Jersey City, NJ 07311-4996
USA
Tel: 1 212 513 4444
Fax: 1 212 513 4414
Garban Corporates LLC
Harborside Financial Center
1100 Plaza Five, 12th Floor
Jersey City, NJ 07311-4996
USA
Tel: 1 212 341 9900
Fax: 1 212 341 9102
Garban LLC
Harborside Financial Center
1100 Plaza Five, 12th Floor
Jersey City, NJ 07311-4996
USA
Tel: 1 212 341 9900
Fax: 1 212 341 9599
Garban Capital Markets LLC
Harborside Financial Center
1100 Plaza Five, 12th Floor
Jersey City, NJ 07311-4996
USA
Tel: 1 212 341 9900
Fax: 1 212 341 9599
Harlows LLC
Harborside Financial Center
1100 Plaza Five, 12th Floor
Jersey City, NJ 07311-4996
USA
Tel: 1 212 341 9900
Fax: 1 212 341 9116
ICAP Electronic Broking
Harborside Financial Center
1100 Plaza Five, 11th Floor
Jersey City, NJ 07311-4996
USA
Tel: 1 212 341 9900
Fax: 1 212 815 7997
SIF-Garban-Intercapital Mexico, SA de CV
Paseo de la Reforma No. 255, Piso 7
Col Cuauhtemoc
Del. Cuauhtemoc
06500 D.F., Mexico
Mexico
Tel: 525 726 6600
Fax: 525 726 6763
Asia Pacific
ICAP Australia Pty Ltd
Level 26
9 Castlereagh Street
Sydney
NSW 2000
Australia
Tel: 612 9231 4633
Fax: 612 9233 7061
ICAP (Hong Kong) Ltd
29th Floor
Edinburgh Tower
The Landmark
15 Queen’s Road
Central Hong Kong
China
Tel: 852 2532 0888
Fax: 852 2596 0038
PT Garban-Intercapital Polyforex
Plaza 89 12th Floor Suite 1204
J1. H.R. Rasuna Said, Kav. X-7/6
Jakarta 12940
Indonesia
Tel: 6221 522 0430
Fax: 6221 522 0362
Harlow Butler Merwanjee Forex Private Ltd
203 Dalamal Towers
Nariman Point
Mumbai – 400 021
India
Tel: 91 22 2282 1222
Fax: 91 22 2282 0431
Garban Intercapital IL Private Ltd
202 Dalamal Towers
Nariman Point
Mumbai – 400 021
India
Tel: 91 22 2285 6065
Fax: 91 22 2281 4746
Garban Totan Securities Co. Ltd
Sumitomo Shin-Toranomon Building, 8F
4-3-9 Toranomon Building
Minato-ku
Tokyo 105-0001
Japan
Tel: 813 3578 5620
Fax: 813 3578 5653
TIU Derivatives Co. Ltd
6/F Sakura Muromachi Bldg
5-1 Nihonbashi Muromachi 4-Chome
Chuo-ku
Tokyo 103-0022
Japan
Tel: 813 5200 0451
Fax: 813 5200 2436
Fixed Interest Securities (NZ) Ltd
Fixed Interest Brokers (NZ) Ltd
Level 6
107 Customhouse Quay
Wellington
New Zealand
Tel: 64 44 990 009
Fax: 64 44 990 074
ICAP AP (Singapore) Pte Limited
6 Battery Road
#41-01 Standard Chartered Building
Singapore 049909
Tel: 65 6395 5088
Fax: 65 6329 9130
Intercapital Commodity Swaps Pte Ltd
10 Anson Road #22-07
International Plaza
Singapore 079903
Tel: 65 6822 8949
Fax: 65 6822 8928
ICAP Nittan Pte Limited
6 Battery Road
#41-01 Standard Chartered Building
Singapore 049909
Tel: 65 6395 5088
Fax: 65 6329 9130
ICAP-AP (Thailand) Co. Ltd
55 Wave Place Building
13th Floor, Wireless Road, Lumpini
Pathumwan, Bangkok 10330
Thailand
Tel: 662 256 0888
Fax: 662 256 0999
Amanah Butler Malaysia Sdn Bhd
3rd and 16th Floor
Bangunan Amanah Capital
82 Jalan Raja Chulan
50200 Kuala Lumpur
Malaysia
Tel: 60 3 2161 7940
Fax: 60 3 2162 3362
ICAP plc
Park House
16 Finsbury Circus
London EC2M 7UR
United Kingdom
Tel: 44 20 7638 7592
Fax: 44 20 7374 6743
Investor Relations
Tel: 44 20 7574 7736
Fax: 44 20 7463 4662
e-mail: investors@icap.com
Europe
Garban (Praha) A/S
5th Floor
Delta House
Safarikova 17
Praha 2 120 00
Czech Republic
Tel: 4202 22 51 8062
Fax: 4202 22 51 3338
Garban-Intercapital Scandinavia A/S
Vestergade 33
1456 Copenhagen K
Denmark
Tel: 45 33 15 53 33
Fax: 45 33 13 25 04
Garban Securities
12 Avenue de l’Arche
92400 Courbevoie
France
Tel: 33 1 41 25 25 81
Fax: 33 1 46 91 11 29
Garban-Intercapital Securities Deutschland GmbH
Stephanstrasse 3
60313 Frankfurt am Main
Germany
Tel: 49 69 13 00 9
Fax: 49 69 29 03 94
APB Energy Europe A/S
Storetvietvegen 96
5072 Bergen
Norway
Tel: 47 55 60 44 00
Fax: 47 55 60 44 18
ICAP (Poland) Sp.Z.o.o.
Sienna Center
7th Floor
ul. Sienna 73
00-833 Warsaw
Poland
Tel: 4822 820 3838
Fax: 4822 820 3839
CIMD
Plaza Pablo Ruiz Picasso, s/n
Torre Picasso, planta 23
28020 Madrid
Spain
Tel: 34 91 432 6400
Fax: 34 91 432 6451
BrokerTec Europe Ltd
38 Finsbury Square
London EC2A 1PX
Tel: 44 20 7959 6720
Fax: 44 20 7959 6771
Harlow (London) Ltd
Adelaide House
London Bridge
London EC4R 9HN
Tel: 44 20 7638 7592
Fax: 44 20 7895 8621
Africa
FCB-Harlow Butler Pty Ltd
105 Central Street
Houghton 2104
Johannesburg 
South Africa
Tel: 27 11 834 6941
Fax: 27 11 836 7052
Middle East
ICAP (Middle East) WLL
Yateem Center
3rd Floor Phase 1
Manama
PO Box 5488
State of Bahrain
Tel: 973 225 100
Fax: 973 225 304
Americas
APB Financial LLC
9931 Corporate Campus Drive
Suite 2400
Louisville
Kentucky 40223
USA
Tel: 1 502 212 4900
Fax: 1 502 327 1407
BrokerTec USA
One Evertrust Plaza
Jersey City
New Jersey 07302
USA
Tel: 1 201 209 7800
Fax: 1 201 413 9445
70 ICAP plc Annual Report 2003
Contact Information
ICAP plc Annual Report 2003 71 In this Annual Report the following words shall have the meanings set out below:
the acquisition from Nittan Capital of its 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)
“APB” APB Financial LLC and APB Energy Europe A/S
“BrokerTec” BrokerTec Global LLC excluding the businesses of BrokerTec Futures
Exchange LLC and BrokerTec Clearing Company LLC
“Combined Code” the Principles of Good Corporate Governance and Code of Best Practice
published by the Committee on Corporate Governance in June 1998
“Companies Act” Companies Act 1985 as amended
“Company” ICAP plc (formerly named Garban-Intercapital plc and Garban plc)
“Demerger” the demerger of Garban from United on 17 November 1998
“$” or Dollars unless otherwise specified all references to Dollars or $ sign are to the
currency of the US
A down spread bet and short contract for differences are each
arrangements whereby on closure the participant will be entitled to
receive a payment calculated as the amount of the bet multiplied by the
number of pence by which the price of an ICAP share is less than the
price stipulated in the bet. Equally the participant will be obliged to pay
the amount of the bet for every 1p by which the price of ICAP shares is
above the price stipulated in the bet.
“ETC” means the Electronic Trading Community, the Company’s interactive
trading platform
“EPS” Earnings per share
“EU” European Union
“Exco” Exco plc, which changed its name to Intercapital plc on 26 October 1998
“Exco/Intercapital merger” the acquisition of the Intercapital companies by Exco on 26 October 1998
“First Brokers” First Brokers Securities, Inc.
“FRS” Financial Reporting Standard
“FSA” the Financial Services Authority
“FTSE 100” The 100 most highly capitalised blue chip companies, representing
approximately 80% of the UK market
“FTSE 250” comprised of mid-capitalised companies, not covered by the FTSE 100,
representing approximately 18% of the UK market
“FTSE 350” The FTSE 350 is calculated by FTSE International Limited and is an index
which combines both FTSE 100 and FTSE 250 companies that constitute
the largest 350 UK companies by full market capitalisation
“Group” the Company and its subsidiary undertakings
“ICAP shares” ICAP plc ordinary shares
“INHBV” INCAP Netherlands (Holdings) B.V.
“Intercapital” Intercapital plc
“Intercapital companies” those companies acquired from IPGL at the time of their merger with
Exco in October 1998
“IPGL” Intercapital Private Group Limited
“MAI” MAI plc
“Merger” the merger of Garban and Intercapital on 9 September 1999
“MoneyLine” MoneyLine Telerate
“Nittan Capital” Nittan Capital Holdings Co., Ltd
“OTC” Over the counter
“TFS” Tradition Financial Services
“United” United Business Media plc (formerly United News & Media plc)
“Zions” Zions Bancorporation of Salt Lake City, Utah, USA
References to the Group’s businesses in Europe should be construed so as to include the Group’s
business in South Africa.
“Down Spread
bet and short
contract for
differences”
“Acquired Asian
businesses”
Definitions
72 ICAP plc Annual Report 2003
Designed and produced by Glazer, London. Printed by Park Communications Limited.
This Annual Report is printed on Zanders Mega Matt. This paper is sourced from sustainable forests, is totally chlorine free (TCF), 
has recycled fibre (50%), is suitable for archival storage and qualifies for the Nordic Swan environmental label.