Annual Report
for the year ended 31 March 2002 1 Group Overview
3 Financial Highlights
4 Chairman’s Statement
6 Group Chief Executive Officer’s Review
8 Group Finance Director’s Review
12 Directors and Secretary
14 Directors’ Report
17 Corporate Governance
20 Remuneration Committee Report
27 Independent Auditors’ Report
28 Consolidated Profit and Loss Account
30 Consolidated Balance Sheet
31 Consolidated Statement of Total Recognised Gains and Losses
31 Reconciliation of Movements in Consolidated Shareholders’ Funds
32 Consolidated Cash Flow Statement
33 Company Balance Sheet
34 Notes to the Financial Statements
60 Principal Subsidiaries, Joint Ventures and Associates
62 Information for Shareholders
64 Notice of Annual General Meeting
66 Contact Information
68 Definitions
ICAP plc
Registered number: 3611426 ICAP is the world’s largest interdealer
broker. The Group is active in the
wholesale market for OTC derivatives,
fixed income securities, money markets,
futures, foreign exchange and energy and
equity derivatives with daily transaction
volumes in excess of $300 billion.
More than 2,000 staff worldwide create a strong
presence in each of the three major financial
centres, London, New York and Tokyo, together
with a local presence in 15 other financial markets. 
In electronic broking, ICAP has established its
system in the fixed income markets and is extending
the number of products covered. It is a powerful
hybrid that uses the established liquidity from our
leading voice broking business and allows both voice
and electronic access to all deals. 
The Group also has a strong information sales
business which supplies data direct and via vendors,
including Reuters, Bloomberg and MoneyLine
Telerate.
More detailed information is available on the website at
www.icap.com 
1
ICAP plc  Annual Report 2002 2
ICAP plc  Annual Report 2002
2001
April
°
ICAP commissioned Computershare to develop
the i–swap platform for derivatives.
July
°
ICAP purchased from the Prebon Group the
52% of the Spot Foreign Exchange businesses
in London and New York it did not already own.
September
°
The entire New York offices of ICAP located
on three floors of the World Trade Center
were destroyed on 11 September. Miraculously,
all but one of ICAP’s staff survived the attack.
By 20 September, temporary facilities had
been established in the New York area and
support staff, together with the majority of
broking desks, were able to restore limited
broking operations. ETC was restored to
operational status to the majority of our
customers. Within four weeks of the attack 
revenues had returned to 60% of previously 
budgeted levels and by January 2002 had 
recovered to 90%.
November
°
TFS-ICAP combined with Volbroker to create
an interdealer broking consortium that
brings together the strengths of voice
broked liquidity with the market leading, 
FX Options electronic broking platform. 
December
°
The Harborside Financial Center in Jersey City
was chosen as the new North American
headquarters. It is expected to be ready for
occupation by October 2002.
2002
January
°
ICAP launched an electronic matching facility
for crossing forward rate agreements over
the internet (www.fra-cross.com). Transactions
worth $100bn have since been matched.
°
The ETC system was extended to add a 
hybrid of voice and electronic broking in 
Australian Government Bonds. 
February
°
Electronic broking for the Euro Eurobond
market was added to the ETC system. The
system is capable of handling both the
benchmark issues and the less liquid bonds
on a single system.
March
°
ICAP acquired a 30% stake in TriOptima, a
private Swedish company that has
developed a system which greatly reduces
the costs of managing an interest rate swap
portfolio. 
°
A Letter of Intent was signed with First 
Brokers Securities Inc, the leading New York 
interdealer broker in US$ denominated 
corporate debt, which eventually led to ICAP 
acquiring this company on 30 April 2002.  
Developments
Electronic Broking
Technology plays a critical role in the rapidly
evolving OTC derivative and bond markets. By
creating a hybrid of voice and electronic broking
we cover the entire spectrum from highly liquid to
highly illiquid markets.   
Information Services
Market data from our broking activities is used to 
create a variety of information products that are distributed 
to market participants, data vendors and professional 
service providers.  
Voice Broking
The Group is the world’s largest interdealer
broker in interest rate derivatives, fixed income
securities, money markets, futures, foreign
exchange and energy and equity derivatives. 3
ICAP plc  Annual Report 2002
Notes
1 Excludes goodwill
amortisation of £8.2 million
(2001 – £5.8 million) and a net
exceptional gain of £2.9 million
(2001 – loss of £2.6 million).
Statutory profit on ordinary
activities before taxation is
£83.8 million (2001 – £67.2
million).
2 Converted at the average 
exchange rate for the year of 
US$1.43.
3 The financial information for 
the 12 months ended 31 March
2000, as presented, has been 
derived from the published 
Financial Statements for the 
15 months ended 31 March 2000.
Financial Highlights
Year ended Year ended Year ended
31 March 2002 31 March 2001 31 March 2002
(2)
£m £m US$m
Turnover 527.9 472.6 754.9
Expenses 447.8 405.4 640.4
Profit before tax (note 1) 89.1 75.6 127.4
Earnings per share
adjusted (note 1) 58.0p 49.4p 82.9c
Dividends per share 24.0p 20.0p 34.3c
Turnover (£m)
Profit before tax (£m)
Earnings per share – adjusted (pence)
Dividends per share (pence)
2001
2002
2000
2001
2002
2000
2001
2002
2000
2001
2002
2000
£89.1m
58.0p
49.4 20.0
24.0p
20.0 16.7
£527.9m
472.6 465.5
75.6 30.8 The Group’s profit before tax, goodwill amortisation and
exceptional items was £89.1 million for the year to 
31 March 2002 compared with £75.6 million for the
previous year. Shareholders’ funds at 31 March 2002 were
£188.5 million, up £26.5 million. The directors recommend 
a final dividend of 18p per share to be paid on 30 August
2002 making a total dividend of 24p per share for the year,
an increase of 20%.
Chairman’s Statement 
4
ICAP plc  Annual Report 2002
This was a very good performance from
ICAP and reflects the strength of our
market position. The markets in which we
operate have been very active, positively
influenced by frequent interest rate changes
and increased bond issuance. We did,
however, suffer significantly from the
impact of the attack on the World Trade
Center.
Overall the business had slightly increased
its market share by the end of the year.
We estimate that the global interdealer
broking market for OTC derivatives, fixed
income securities, money markets, futures,
foreign exchange and energy and
equity derivatives was worth approximately
$4 billion in revenues in 2001. ICAP is
the global leader in this market with a
20% share, a position that we have
continued to build on with the recent
acquisition of First Brokers Securities Inc.
The structure of our industry continues
to change rapidly. It was historically
fragmented with low barriers to entry.
Consolidation over the past few years has,
however, been driven by mergers of our
customers creating fewer but larger banks
and the increasing importance of technology
which has significantly raised barriers to
entry. ICAP has benefited from increased
operational leverage and by realising the
benefits of our size and reach. Consolidation
is continuing and there are several corporate
opportunities in our sector that we are
pursuing energetically.
Our strategy in those markets where we
do not have a strong market share has
been to create joint ventures with
appropriate partners to achieve significant
liquidity or to make acquisitions. Our
successful joint venture in currency 
options, TFS-ICAP , was combined with  Volbroker, a bank-owned consortium that
includes the most active currency options
players. We firmly believe that bringing
together liquidity from the leading voice
broker and the foremost electronic platform
is the key to increased efficiency in the
financial markets. The combined business
is performing well.
During the year we took complete control
of our Spot Foreign Exchange joint ventures
by acquiring the 52% we did not already
own. This is a profitable business and the
Spot FX market still has room for a strong
voice broker. We have been able to make
cost savings as a result of improved
economies of scale. 
The attack on the World Trade Center on
11 September resulted in the destruction
of ICAP’s entire New York offices. As the
result of a remarkable response from our
management team in New York, together
with their staff, we were able to restore
limited broking operations very quickly.
When the enormous scale of the tragedy
became clear the financial community
reacted with tremendous support and
offers of help came flooding in. In
particular we are very grateful for the
incredible assistance we have received
from Bloomberg, HSBC Bank USA and
Hartfield, Titus & Donnelly. Sadly we lost
one of our staff in the disaster: our
thoughts remain with her family and the
families and friends of all those who were
affected by the tragedy.
On our Charity Days in 2001 the combined
effort of our staff and customers helped
us to raise an extraordinary £2.8 million.
The largest share was dedicated to charities
linked to the World Trade Center disaster
but we were also able to give a significant 
sum to two charities working in war torn
Afghanistan. The Group donates its entire
revenue on Charity Day, without any cost
deductions, to various charities. 
One of our non-executive directors,
Jon Robson, resigned from the board in
November 2001. He had previously been
a member of the Intercapital board and I
would like to thank him for his contribution
to the merged business.
The response of our staff worldwide to
the opportunities and challenges of the
past year has been outstanding. In particular
our staff in New York suffered a most
traumatic experience and I would like to
acknowledge their remarkable efforts in
restoring our business so successfully.
The leadership shown by the senior
management team in their rapid response
to the challenges presented by the events
on 11 September was extraordinary. As a
result of all their efforts the business can
now go forward, even stronger than
before. 
Charles Gregson
Chairman
5
ICAP plc  Annual Report 2002 These excellent results reflect active markets during the past
twelve months and our rapid recovery from the destruction
of our New York offices on 11 September. The business,
despite that dreadful event, has never been stronger with 
a leading global market position, good technology,
exceptional staff and a very sound financial base. Our
strategic plans, including acquisitions, remain on track.
Group Chief Executive Officer’s Review
6
ICAP plc  Annual Report 2002
This past year has been the most challenging
I have experienced as CEO. Until September
the firm was performing outstandingly on
virtually every front and we were taking full
advantage of buoyant market conditions.
11 September changed everything: for
the world and for us. The entire fabric of
our New York business was destroyed -
equipment, data, systems, records, indeed
everything other than our most important
asset, our people. With the tragic exception
of Karen Seymour, a wonderful colleague,
675 of our people survived that terrible
day. More than 30% of our profit had
apparently been wiped out, our
prospects seemed bleak and our share
price slumped. 
Extraordinary times can provoke
extraordinary responses. By 20 September
the majority of our staff were back at
work in borrowed premises providing a
basic service to our customers - a testament
to the exceptional effort, determination
and commitment of our colleagues in
New York.
Thereafter our capacity in New York steadily
improved. Within four weeks revenues had
returned to 60% of budgeted levels and
by January 2002 had recovered to 90%.
The crisis was over; we had recovered our
business more speedily than anyone had
thought imaginable four months previously
and each day saw incremental improvements
in our operational effectiveness. The arduous
task of rebuilding our records and systems
was also beginning to take shape. Our
share price rallied strongly; we were the
second best performing share in the FTSE
350 in 2001 with a rise of 78%.
Review of the business Active trading
in virtually all the wholesale financial
markets was enhanced by the volatility
and opportunities created by the
unprecedented frequency of interest rate
cuts last year. We restored our New York
operations remarkably quickly following
11 September but nevertheless estimate
the disaster adversely impacted revenues
by at least £10 million.
Derivatives and money broking had an
extremely good year with profit of 
£55.2 million, up 37%, as ICAP benefited
from its dominant position and broad
coverage of those markets. Securities
broking profit advanced to £28.5 million,
up 9%, obviously held back by the
disruption in New York.
The European contribution to profit before
interest increased by 31% to £54.3 million,
reflecting strong trading conditions in the
region. However profit in the Americas was
20% lower at £16.1 million, primarily as a
result of the World Trade Center disaster. 
The Asia Pacific region had a good year
with profit of £7.3 million, an increase of
49%, assisted by a strong performance
in Asian corporate bonds and benefits
flowing from last year’s reorganisation of
our Tokyo based derivatives operations. At the beginning of the past financial
year we set ourselves clear objectives to
increase revenue from information
services and electronic broking. It is
encouraging to report that information
services revenue increased to 
£12.0 million, up 20%, and our revenue
from electronic broking was 161%
higher than the prior year at £7.3 million. 
The adoption of electronic trading in
many markets remains much slower than
originally expected. This reflects the
considerable difficulties of attracting
liquidity to new platforms and many of
them have been withdrawn from the
market or merged. Our model, which
integrates both voice and electronic
broking, is working well and we have
continued to make significant progress in
the integration of technology and voice
broking. We are the only electronic broker
with a significant presence in both US
Treasuries and Japanese Government
Bonds, the two largest bond markets. 
We have successfully added Australian
Government Bonds, UK Gilts and Euro
Eurobonds to the system. However, as
expected, electronic broking continues 
to be loss making, losing £13.8 million 
(2001 – £6.9 million). We expect this loss
to diminish in the future.
Consolidation Our market share has
improved moderately this past year across
most of our products. Market share is
important because it attracts order flow,
which generates liquidity, which in turn
converts into market share – a virtuous
circle indeed. We intend to continue
increasing our market share organically,
through acquisition and through the
application of technology.
We remain keen on acquisitions that fit
into our overall strategic objectives either
because they have strong market
positions or relevant technology. The
recent purchase of First Brokers in New
York is a good example. This privately-
owned business is the market leader in
Dollar corporate debt, improves our
product portfolio, has good potential to
increase profitability and is immediately
earnings enhancing. 
Over the longer term there may be
opportunities to acquire other broking
firms, many of which are ill equipped to
grow, having neither the technology nor
the financial strength to develop further. 
Outlook We remain committed to the
application of technology to our business
to increase both our customer service and
our own efficiency. It is clear that the
introduction of electronic broking will be
financially painful initially, but ultimately
will be more profitable with information
sales, higher market share and a wider
customer base. Fully electronic broking 
is just one aspect of the automation of
markets and really only suits liquid and
commoditised products which is why we
have adopted the hybrid model to
electronic broking. Automation has many
other guises including the extension of
screen-based price discovery to new
markets and the implementation of
straight-through-processing for all
products.
Our markets continue to expand as the
use of financial derivatives in the interest
rate, credit and equity markets increases. 
Net bond issuance, particularly in the
corporate bond markets products, has
been high and energy volumes are
moving up. Underlying trends therefore
remain positive.
This year market conditions may be
slightly less buoyant because of reduced
interest rate volatility but we expect a
sharp rebound in American profit that
was lost from 11 September. Indeed the
overall strategic position of ICAP is
stronger than ever. A new North American
headquarters has been selected in the
Harborside Financial Center in Jersey City,
which we expect to occupy in October
2002. 
We have made a good start to the new
financial year and, assuming that markets
continue to be moderately busy, we have
every expectation of achieving our target
to exceed £100 million profit this year. 
Michael Spencer
Group Chief Executive Officer
7
ICAP plc  Annual Report 2002 8
ICAP plc  Annual Report 2002
Double digit growth in turnover and profit resulted in 
a significant increase in total shareholder return. These
Financial Statements demonstrate the strong financial
performance of the Group during the year.  
Group Finance Director’s Review
Results The Group reported profit of
£89.1 million before taxation, goodwill
amortisation and exceptional items; this
represents an 18% increase over the 
prior year.
Group turnover increased by 12%, with
the Group’s operations benefiting from
uncertain and volatile financial markets.
This was achieved in spite of the events of
11 September which we estimate adversely
impacted turnover by at least £10 million.
Rigorous cost management continues to
be an objective of the Group. Excluding
the impact of higher performance and
turnover-linked broker bonuses, and
acquisitions and disposals, underlying
expenses increased during the year by
only £8.6 million (3%). Following the
April 2002 UK Fiscal Budget, we anticipate
that the higher employers’ National
Insurance rate will increase the Group’s
cost base by £1.5 million per annum
from April 2003.
Broker employment costs, at 54% of Group
turnover, are the major component of the 
Group’s cost base. A significant element of
this cost, however, is performance related.  
The strong turnover performance
combined with prudent cost management
has resulted in an increase in the Group
operating profit margin (excluding
goodwill amortisation and exceptional
items) to 15% in the financial year
ended 31 March 2002 (14% – 2001).
Exceptional items The Group reported 
a £2.9 million net exceptional pre-tax
gain. Behind this net figure are a number
of items that require further explanation.
The World Trade Center disaster resulted
in exceptional costs of £28.7 million; 
£10.1 million of this related to the write
off of fixed assets destroyed. In addition,
significant costs have been incurred in
restoring the business including the
reinstatement of systems and data
together with certain incremental
employee related costs. During the
financial year to 31 March 2002, the
Group has received and recognised 
£11.9 milion ($17 million) on account  9
ICAP plc  Annual Report 2002
under its insurance policy. The balance of
insurance proceeds, estimated to be 
$33 million, is expected to be received
and recognised as exceptional income in
the financial year to 31 March 2003.
The Group disposed of its shareholdings
in The London Stock Exchange, LIFFE 
and the Deutsche Börse during the year
resulting in an exceptional gain of 
£32.1 million.
During the financial year, the Group’s 7.6%
investment in MoneyLine was reduced
to under 1% following a restructuring
and refinancing of MoneyLine. As a
consequence, an impairment review was
undertaken and a decision was made to
write off the Group’s remaining
investment of £6.7 million.
Recent developments in the electronic
platform market place caused the Group
to conduct an impairment review of its
19% shareholding in Blackbird. Following
this review it was decided to write off 
the Group’s remaining investment of
£3.5 million.
There were a number of other exceptional
costs amounting to a net £2.2 million
relating to the closure and disposal of
various operations including those in
Luxembourg.
Earnings per share (EPS) Higher pre-tax
profit, a constant Group effective tax
rate of 34% and no significant change
in minority interests has resulted in a
substantial increase in earnings.
With virtually no increase in shares issued,
adjusted EPS, which excludes goodwill
amortisation and exceptional items, for
the financial year to 31 March 2002 was
58.0p, a 17% increase on the prior year.
Basic EPS was 52.8p, 31% higher than
last year.
Dividend An 18p final dividend is
proposed, subject to shareholder approval.
This is a second year of increase and
compares to 15p in the previous year
resulting in a full-year dividend of 24p
(2001 – 20p), a 20% increase on the prior
year reflecting the strong earnings
performance. The dividend continues to
be more than twice covered by earnings. 
Cash flow and balance sheet The
Group’s cash increased by £35.3 million 
in the financial year to 31 March 2002.
Shareholders’ funds increased by 
£26.5 million to £188.5 million. 
The Group continues to place emphasis
on the effective management of its cash
resources. Regular reviews of cash retained
in operating subsidiaries are undertaken
and, where it is appropriate, surplus cash
is repatriated to the centre. Capital
expenditure is tightly controlled and
monitored by the Group’ s annual budgeting
and quarterly forecasting cycles. A policy
is in place to ensure that cash balances
are invested only in institutions not less
than AA rated and for a duration of no
longer than two years. The amount of
funds that may be invested in any one
institution is restricted. 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’s FRS 1 cash flow is set out on
page 32 of the Financial Statements.
However, 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 increased during
the year by £43.4 million to £165.7 million
(2001 – £122.3 million). A significant
proportion of the Group’s net funds
balance is required to be held by operating
subsidiaries to meet regulatory, commercial
and capital requirements.   10
ICAP plc  Annual Report 2002
Group Finance Director’s Review continued
The movement in the net funds position is
summarised below.
Year ended
31 March 2002
£m
Profit before tax* 89.1
Joint ventures and associates (4.2)
Depreciation 10.9
Net capital expenditure (16.5)
Acquisitions/investments (8.9)
Dividends (21.8)
Tax (21.8)
Working capital and other (8.8)
18.0
Exceptional items 25.4
Net funds inflow 43.4
*excluding goodwill amortisation and exceptional items.
Exceptional items include £14.8 million
of World Trade Center related costs,
£5 million of World Trade Center capital
related expenditure and other items of 
£1 million. These items are offset by
insurance proceeds of £11.9 million and
net receipts from the sale of the Group’s
shareholdings in The London Stock
Exchange, LIFFE and the Deutsche Börse
of £34.3 million. 
In April 2002, the Group completed 
the acquisition of First Brokers for an
initial cash consideration of £25 million 
($35.7 million). No further consideration
is due to be paid in the financial year 
to 31 March 2003.
During the financial year to 31 March 2003,
it is estimated that costs of approximately
£23 million ($33 million) will be incurred in
respect of the build out of the Group’ s new
North American headquarters and will be
recoverable under the Group’s insurance
policy.
The Group has renewed its banking
facilities and now has in place a £40 million
loan facility with four commercial banking
institutions maturing in November 2003.
This facility is essentially of a working
capital nature, although £20 million can
be utilised for acquisitions. Additionally,
the Group has an £8 million revolving
364-day facility with another commercial
banking institution. Neither of these facilities
was drawn down at the year end. 
Net assets as at 31 March 2002 include
£42.8 million of goodwill which relates
mainly to the Exco/Intercapital merger in
1998. Following the acquisition of First
Brokers, announced on 30 April 2002,
the level of goodwill on the balance sheet
will increase significantly. 
US business recovery The numerous
financial challenges arising from the
World Trade Center disaster have been
met satisfactorily. 
The Group’s global financial systems
minimised the extent of the disruption to
the financial and management reporting
processes. Notwithstanding this, original
documentation and records were lost in
the destruction of the World Trade Center.
This required a major reinstatement exercise
that is now largely complete.  
A number of US bond markets were
seriously impacted by the disaster. In the
immediate aftermath, clearing and
settlement processes in the market
operated well below their usual efficiency
levels. This necessitated an industry-wide
exercise to reconcile the records of open
securities positions in the US markets  11
ICAP plc  Annual Report 2002
from 11 September. As a consequence of
this disruption, the Group had a higher
than usual number of matched principal
transactions which had not settled within
normal time frames. All these transactions
have since settled and the wider market
settlement processes have returned to
normal. 
Risk management The Group transacts
business on an agency or matched principal
basis. In the ordinary course of business,
since the Group acts purely in an
intermediary capacity matching buyers
with sellers, its exposure to risk is limited.
From a credit perspective, the Group’s
counterparties are typically highly credit
rated large financial institutions. New and
existing counterparties are subject to
regular review and assessment. 
Market risk arises on unsettled transactions
where one or both counterparties fail to
fulfil their obligations under a matched
transaction, 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
and is monitored on a daily basis.
Procedures exist to reduce the likelihood 
of such trade mismatches and to minimise
their impact. In certain limited circumstances,
for example in some illiquid markets, the
Group does take positions and these can
give rise to market risk. Strict controls,
including limits, are imposed and hedging
arrangements are undertaken where
appropriate. 
The Group is also subject to foreign
exchange risk and, in line with other
major multi-national businesses, seeks to
hedge its transactional foreign exchange
exposures through the use of basic
hedging instruments such as forward
foreign exchange contracts. The Group is
principally exposed to the Dollar and the
Euro. A 10 cent movement in these
currencies would have a £2.5 million
effect before hedging on pre-tax profit in
both cases. The impact of exchange rate
movements on the Group’s translational
foreign exchange exposures is partially
mitigated by the use of offsetting foreign
currency borrowings. The principal
translational foreign exchange exposure is 
to the Dollar; a 10 cent movement would
have a £1.0 million impact on pre-tax
profit after taking account of foreign
currency borrowings. 
Acquisitions The Group continues to
seek business combination opportunities
that either significantly increase its market
share in product areas where it does not
have a major presence, or enhance its
electronic broking capability.
During the year the Group made a
number of small strategic acquisitions
including obtaining full control of the
Spot Foreign Exchange joint ventures with
the Prebon Group in both the UK and US.
In addition, our FX Options joint venture
with TFS was combined with Volbroker’s
electronic broking platform.
On 30 April 2002 the acquisition of 100%
of the equity of First Brokers was
completed and an initial cash payment 
of £25 million ($35.7 million) was made.
First Brokers is the leading New York
interdealer broker in the US Dollar
corporate debt market. Further consideration
of £39 million ($55 million) is contingent
on future business performance.
Assuming that First Brokers continues 
to report profit comparable to its most
recent historic results, this consideration
will be paid over three years commencing
April 2003, at ICAP's option, in cash or
shares. In the financial year ended 
31 December 2001, First Brokers turnover
was £60.6 million ($86.7 million), which
generated underlying pre-tax profit of
£12.4 million ($17.7 million). It is
anticipated that this transaction will
generate in the region of £61 million
($87 million) of goodwill and will be
immediately earnings enhancing to 
the Group.
New accounting standards These have
increased disclosure requirements, but
there was no material impact on Group
results.
These Financial Statements include the
adoption of a number of new accounting
standards. FRS 17, “Retirement benefits”,
only requires disclosure this year with full
implementation in 2004. The Group’s
exposure to defined benefits schemes is
limited. FRS 18, “Accounting policies”,
requires directors to consider whether the
accounting policies adopted by the Group
are the most appropriate for the business.
This in effect formalises a process which
has been undertaken in previous years
and, where appropriate, we have
expanded our principal accounting policy
disclosures in the notes to these Financial
Statements. FRS 19, “Deferred tax”,
amends the previous method of
calculating deferred taxation provisions;
this has resulted in enhanced disclosure
only this year with no significant impact
on the Group’s results.
We continue to monitor and support the
progress that is being made by the
International Accounting Standards Board
towards the eventual implementation of
international accounting standards.
Total shareholder return Significant
share price appreciation and dividend
growth were achieved in the year.
The Group’s strong financial performance
during the financial year to 31 March 2002
has resulted in a significant increase in
total shareholder return during the year.
The market capitalisation of the Group
has increased from £474 million at 
31 March 2001 to £799 million at 
31 March 2002.
The Group’s healthy financial position
means that it is well placed to take
advantage of appropriate organic and
acquisition opportunities to reinforce and
improve on its leading market position.
Jim Pettigrew
Group Finance Director 1 Charles Gregson, aged 54, 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 46, 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 has worked in the City since 1976. N
3 David Gelber, aged 54, 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. R&C,T
4 Nicholas Cosh, aged 55, was appointed a
non-executive director on 5 December 2000. 
He is Chairman of JP Morgan Fleming American
Investment Trust plc and 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 Declan Kelly, aged 41, was appointed a non-
executive director on 1 April 2001. He was an
executive director from 9 September 1999 until 
1 April 2001 and between 1 April 2001 and 
2 January 2002 he had responsibility for
Information Services. In 1986 he joined Chase
Manhattan to trade interest rate derivatives. In
1987 he joined BNP Capital Markets, eventually
managing their global interest rate derivatives
operation. He joined the Intercapital companies
in 1994 and has been a director of IPGL since
March 1997.
6 Robert Knox III, aged 58, 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 nine
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. A,N
7 Donald Marshall, aged 57, 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 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
Directors and Secretary
12
ICAP plc  Annual Report 2002
12 3 4 5 6 8 Stephen McDermott, aged 45, 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. 
9 William Nabarro, aged 46, was appointed a
non-executive director on 28 October 1998 and is
Chairman of the Nominations Committee. 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. He is currently Vice Chairman of KPMG
Corporate Finance. N,R
10 John Nixon, aged 47, was appointed a
non-executive director on 9 September 1999
having previously been a non-executive director
of Intercapital. From 1 December 2001 he has
been employed as a consultant to the Group.
He worked for Tullett & Tokyo for more than 20
years and was its Chief Executive Officer from
1995 to 1997. He is a Partner of QVAN Capital
Management LLC, an investment management
boutique based in Stamford, Connecticut, that
provides its clients, including the Group, with
advisory services in the financial services industry.
11 Jim Pettigrew, aged 43, 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 with responsibility
for treasury, taxation and financial control. He is a
chartered accountant and a member of the
Association of Corporate Treasurers. R&C, T
12 Paul Zuckerman, aged 56, 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 56, 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
R&C Risk and Compliance Committee
T Treasury Committee
13
ICAP plc  Annual Report 2002
12 78 9 10 11 The directors present their report and 
the audited Financial Statements of the
Group for the year ended 31 March 2002.
Activities, business review and
development A full 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 11.
The name of the Company was changed
from Garban-Intercapital plc to ICAP plc
at the Annual General Meeting held on
25 July 2001.
Related party transactions Details of
related party transactions are set out in
note 30 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 28. 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
18 pence per share for the year ended
31 March 2002 to be paid on 30 August
2002 to shareholders on the Register on
2 August 2002 (ex-dividend date being
31 July 2002). After allowing for the
payment of the proposed dividend, the
profit for the year transferred to reserves
was £28.6 million.
Directors and directors’ interests
Biographical details of the current
directors who held office throughout 
the year are given on pages 12 and 13
with the exception of Jonathan Robson
who resigned on 27 November 2001.
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 20 to 26.
In accordance with the Company’s
Articles of Association, Charles Gregson,
Stephen McDermott, William Nabarro,
Jim Pettigrew and Paul Zuckerman will
stand for re-election at the forthcoming
Annual General Meeting.
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 which are run for
the benefit of employees.
Equal opportunities The Group
pursues a policy of providing the same
employment opportunities to disabled
people as to others.
Environment policy Recognising that
ICAP’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.
Directors’ Report
14
ICAP plc  Annual Report 2002 Substantial shareholdings As at 15 May 2002, 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 M A Spencer, together with 25,996,091 25.87
Incap Netherlands (Holdings) B.V. and 
Intercapital Private Group Limited *
Zions Bancorporation 5,266,080 5.24
Caledonia No.1 Settlement Trust 3,847,629 3.83
Barclays plc 3,095,008 3.08
Liontrust Investment Services Limited 3,009,780 3.00
*Mr and Mrs Michael Spencer own approximately 42% of IPGL which in turn owns approximately
98.8% of INHBV. Accordingly, Mr and Mrs Spencer are deemed by the Companies Act 1985 to be
interested in all the shares held by IPGL (886,950) and INHBV (25,109,141).
Charitable donations During the year
the Group donated £2.8 million (2001 –
£2.0 million) to charitable organisations,
of which £2.0 million (2001 – £1.0 million)
was donated to charitable organisations
registered in the UK. 
Political donations The Group made 
a donation to Business for Sterling of
£52,875 (2001 – £25,000).
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.
Changes in share capital All changes
in share capital are detailed in note 24 to
the Financial Statements. As at 31 March
2002, options existed over 5,780,667 
of the Company’s ordinary shares of 
50 pence in relation to employee share
option schemes. Of this figure 981,057
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 25 
to the Financial Statements.
Annual General Meeting The fourth
Annual General Meeting of the Company
will be held on Wednesday, 17 July 2002.
The Notice of meeting is set out on pages
64 and 65.
In addition to the ordinary business of
voting upon receiving the Annual Report,
declaring a dividend, the re-election of
directors and the reappointment of
auditors, the following special business
will be considered:
Resolution 10 will be proposed as an
Ordinary Resolution. It is to authorise 
the directors to allot ordinary shares of
the Company to an amount equal to
approximately one third of the existing
issued share capital. 
Resolution 11 will be proposed as a
Special Resolution. It is to authorise the
directors to allot ordinary shares, otherwise
than on a pro rata basis to existing
shareholders in connection with any
future rights issue or for cash, up to 
an aggregate nominal amount of
£2,510,352 (being approximately 5% 
in value of the existing share capital).
Each of the authorities in Resolutions 10
and 11 lasts for a period of five years, in
accordance with institutional guidelines.
The directors have no present intention
of exercising these authorities. These are
normal authorities for boards of public
companies to have, in order to take
advantage of market opportunities as
they arise.
15
ICAP plc  Annual Report 2002 Resolution 12 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 28 April 2002.
The directors will only exercise this
authority 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 2003.
Resolutions 13 and 14 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 2003. 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.
Auditors PricewaterhouseCoopers were
reappointed auditors to the Company on
25 July 2001. A resolution to reappoint
them and authorise the directors to set
their remuneration will be proposed at
the forthcoming Annual General Meeting.
Statement of directors’ responsibilities
for the Financial Statements
Company law requires the directors 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 period and of the profit or
loss of the Group for the period. 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
2002. 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
16
ICAP plc  Annual Report 2002 The board of ICAP plc is committed to
high standards of Corporate Governance.
The following statement details how the
Group has applied the Combined Code
and reports on its compliance with the
provisions of the 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
seven 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,
Risk and Compliance, 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 12 and 13 for biographical details
of the directors). Paul Zuckerman is the
senior independent director. All non-
executive directors, other than Charles
Gregson, Declan Kelly, Donald Marshall
and John Nixon, are independent of
management and considered by the board
to be free from any business or other
relationships which could materially
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 service contract of Stephen McDermott
is for a period in excess of the maximum
of one year recommended by the
Combined Code. The reasons for this are
given in the Remuneration Committee
Report on pages 20 to 26.
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) Audit Committee Members:
Nicholas Cosh (Chairman),
Robert Knox III, Donald Marshall,
Paul Zuckerman The Audit Committee
comprises four non-executive directors
and meets at least three times a year.
The Committee meets with senior
executive management, the head of
internal audit and the external auditors
and reviews, inter alia, the annual and
interim Financial Statements, reports
from internal and external auditors and
the effectiveness of the Group’s internal
control systems. In reviewing the
Financial Statements of the Group, it
ensures that accounting policies adopted
are appropriate to the circumstances of
the Group. It also reviews and approves
the appointment of the external auditors,
their proposed audit scope and fees. In
this regard it monitors the balance of
audit and non-audit fees to ensure that
the independence and objectivity of the
external auditors is maintained. All
proposed non-audit assignments to be
undertaken by the external auditors,
with a fee in excess of £50,000, are
subject to the Committee’s review and
approval. As part of its consideration of
the annual Financial Statements it has
reviewed and is satisfied that the auditors
have remained independent of the Group
during the financial year.
Corporate Governance 
17
ICAP plc  Annual Report 2002 (ii) Nominations Committee Members:
William Nabarro (Chairman),
Charles Gregson, Robert Knox III,
Michael Spencer, Paul Zuckerman
The Nominations Committee comprises
four non-executive directors and one
executive director. 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
Members: Paul Zuckerman
(Chairman), Nicholas Cosh, William
Nabarro The Remuneration Committee
comprises three independent non-
executive directors. 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) Risk and Compliance Committee
The Risk and Compliance 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 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. The investor relations
section of the Company’s website,
www.icap.com, gives shareholders access
to the texts of all Stock Exchange and
press announcements. 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.
Corporate Governance continued
18
ICAP plc  Annual Report 2002 Accountability and audit
Directors’ responsibilities The directors'
statement regarding their responsibility
for preparing the Company's Financial
Statements is set out in the Directors'
Report on page 16 and the Independent
Auditors' Report regarding their reporting
responsibility is detailed on page 27.
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 28 May 2002, 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;
• the Group primarily acts on an 
agency or matched principal basis 
and as such is not usually at risk from
currency, interest rate or price 
movements. Market risk arises on 
unsettled transactions where one or 
both counterparties fail to fulfill their 
obligations under a matched 
transaction, through trade 
mismatches or other errors. Such 
exposure is limited to any price 
movement in the period from when 
the position arose to when it is closed
and can be either to the Group’s 
advantage or disadvantage. 
Procedures exist to reduce the 
likelihood of such trade mismatches 
and to minimise their impact;
• in certain specialist areas the Group 
does take positions and these are 
strictly controlled via position limits 
which are monitored by the relevant 
regional credit officer. These are then 
regularly reported to the Risk and 
Compliance Committee;
• market and counterparty risk is 
monitored on a regular basis by credit
officers to review the quality, 
reputation and financial strength 
of customers;
• 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.
World Trade Center, 11 September 2001
As part of its review of the effectiveness
of the Group’s system of internal control
the board has considered the impact of
the events of 11 September 2001 on the
Group’s operations. In common with other
market participants the Group’s operations
were affected by the disruption caused to
the operation of the US financial markets.
This, together with the requirement to
resume operations as rapidly as possible,
gave rise to an exceptional number of
unmatched trades, initially unsettled
transactions and a substantial overdraft
balance all of which were subsequently
satisfactorily settled. The system of internal
control has been restored in the Group’s
US operations. 
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.
The Group Head of Internal Audit and
Compliance has direct access to the
Audit Committee and its Chairman. 
The Audit Committee reviews at least
annually the authority, scope of work
and resources of the Group’s internal
audit function.
Regulation The Group is regulated on
a consolidated basis by the UK Financial
Services Authority for the purposes of
the European Investment Services
Directive and by the Securities and
Exchange Commission in the US. 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.
E.C. Pank
Company Secretary
19
ICAP plc  Annual Report 2002 Remuneration policy The policy of the
board in respect of the remuneration of
the executive directors and certain
employees is to:
• recruit and retain directors and 
employees of the highest calibre, 
having regard to compensation 
packages offered by competitors in 
the sector but not paying more than 
is necessary for this purpose;
• align the interests of the directors 
and employees with those of the 
shareholders;
• create a culture that motivates 
executives, linking remuneration to 
the performance of the Group and 
the individual.
Long term incentive arrangements are an
important part of the remuneration policy
as they are designed to enhance retention
as well as rewarding contribution to the
Group’s performance. In this respect, a
Senior Executive Equity Participation Plan,
three Executive Share Option Plans, a
Save-As-You-Earn Scheme and a Rabbi Trust
exist within the Group. The Remuneration
Committee has responsibility for overseeing
their operation and approving all grants
of options under the schemes.
While consideration has been given to
the recommendations contained in the
Combined Code regarding the length
of service contracts for directors, the
Remuneration Committee also recognises
that, in order to retain the services of 
certain directors, it is necessary to reflect
the commercially common practice in the
sector of locking certain key employees
into the Group by providing contracts of
two years in duration although, in
exceptional cases, longer contracts may
be considered appropriate.
Share schemes and long term
incentive arrangements The Company
has six 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)
(f) Rabbi Trust
The policy in respect of executive options
is that these will be heavily restricted and
allocation made only to directors and
other 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 employees in the UK eligible on
an invitation date, to encourage regular
saving linked to investing in the shares
of the Company. The SEEPP is the major 
Remuneration Committee Report
20
ICAP plc  Annual Report 2002 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.
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 Company’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 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 26. 
(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 Company 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).
(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 is operated.
(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. A similar version of
the plan operates in the US. The
Company made a grant under the SEEPP
on 3 December 2001.
(e) UCSOP The UCSOP is not approved 
by the Inland Revenue. Options may 
be granted to any full time employee 
within the Group. 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. The Company 
made grants of options under the 
UCSOP in May and November 2001 
and January 2002.
(f) Rabbi Trust The Group has an
employee incentive arrangement subject
to the ETC business meeting certain
specified performance criteria. Employees
will be allocated shares in the Company
that are currently held by a Rabbi Trust 
in the US. The shares held are recorded
within investments in own shares on the
Balance Sheet.
21
ICAP plc  Annual Report 2002 Group pension arrangements In the
UK, the Company operates a Group
Personal Pension Scheme (the Scheme),
which is open to new non-broking
employees and administered by Scottish
Equitable plc. The Company 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 Company
contribution, a stakeholder scheme is
available, administered by Standard Life.
In addition, the Company 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 28 to the Financial Statements.
Components of executive directors’
remuneration The remuneration of the
directors consists of basic salary and a
discretionary performance-related bonus.
Other benefits are pension contributions,
life insurance, medical insurance and, on
occasion, car allowance. Longer term
incentives comprise the various share
schemes as detailed above.
Basic salary and benefits Basic salaries
for the directors are reviewed annually or
at the end of fixed terms. The
Remuneration Committee takes into
account individual performance, Group 
performance, factors affecting the
relevant sector, market practice and
inflation. It also seeks advice from
independent remuneration consultants,
where appropriate, to ensure that
remuneration levels are considered to
reflect market rates. Annual bonuses 
are discretionary.
Directors’ service contracts Charles
Gregson’s services are provided to the
Company by a subsidiary of United and
this contract is terminable on 12 months’
notice. Until 31 July 2001 Charles
Gregson’s terms of employment were
contained in an agreement, with a
subsidiary company of United, that was
terminable on two years’ notice by either
party. Michael Spencer, David Gelber and
Jim Pettigrew each have contracts which
continue until terminated by either party
giving 12 months’ notice. Stephen
McDermott has a contract running to 
31 March 2004, which can be extended
automatically for up to three consecutive
additional one-year renewal terms. Not
less than six months’ notice can be
delivered by either party to terminate 
the contract on the last day of either 
the initial term or any renewal term. 
This contract is in accordance with
normal US practice. William Nabarro’s
and Paul Zuckerman’s contracts are for 
a period of one year both ending on 
27 October 2002.
Remuneration Committee Report continued
22
ICAP plc  Annual Report 2002 (1) Directors’ remuneration
(a) Directors’ remuneration (excluding pension contributions)
Compensation Year ended Year ended
for loss of 31 March 31 March
executive 2002 2001
Salary Fees Benefits Bonus office Total Total
Directors ££ £ £ £ £ £
Executive directors
Michael Spencer 360,000 - 4,809 1,750,000 - 2,114,809 1,363,834
David Gelber 225,000 - 5,004 750,000 - 980,004 677,534
Stephen McDermott (US) 314,114 - 34,970 453,720 - 802,804 978,968
Jim Pettigrew 175,000 - 11,509 450,000 - 636,509 437,166
Non-executive directors
Charles Gregson – Chairman - 346,759 - - - 346,759 344,063
Nicholas Cosh - 35,000 - - - 35,000 14,583
Robert Knox III (US) - 30,000 - - - 30,000 26,250
Declan Kelly - 97,500 2,091 70,000 30,000 199,591 452,658
Donald Marshall (US) - 233,840 - 191,046 - 424,886 531,420
William Nabarro - 30,000 - - - 30,000 26,250
John Nixon (US) - 131,062 - - - 131,062 54,034
Paul Zuckerman - 35,000 - - - 35,000 27,500
Former directors
Jonathan Robson (to 27 November 2001) - 20,000 - - - 20,000 26,250 
Peter Buckley (to 16 August 2000) - - - - - - 9,409
Total 1,074,114 959,161 58,383 3,664,766 30,000 5,786,424 4,969,919
(b) Pension contributions
Contributions payable by the Group to pension schemes in respect of the Company’s directors: 
Executive directors
Michael Spencer 18,000 18,000
David Gelber 11,250 11,250
Stephen McDermott 3,490 3,378
Jim Pettigrew 17,500 17,500
Non-executive director
Declan Kelly - 10,000
Total 50,240 60,128
Notes
1 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. Charles Gregson’s remuneration represents fees paid to United in respect of his services. 
William Nabarro and John Nixon have also elected to have their remuneration paid to third parties. The figure for Donald Marshall’s remuneration for the year
ended 31 March 2001 includes an amount in respect of the prior period.
2 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 2001.
3 Benefits may include car allowance, premiums for private medical insurance, permanent health insurance and disability insurance, mobile telephone and
sports club membership.
4 The pension contributions detailed above were all defined contribution schemes.
5 Charles Gregson became non-executive Chairman on 1 August 2001.
6 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$1.4326 (2001 – US$1.4837).
7 Donald Marshall is entitled to receive a payment which is 50,000 times the difference between 212p and the closing market rate of an ICAP ordinary share at
the time of payment. The payment may be taken in whole or in several parts and if he is still employed either as a consultant or employee within the Group,
he may choose to receive the payment at any time between 1 October 2002 and 30 September 2004; if his employment has been terminated by the Group
prior to 30 September 2002, he may choose to receive the payment at any time during the 90 day period after termination or after 30 September 2002 and if
his employment with the Group is terminated voluntarily after 30 September 2000 and prior to 30 September 2002 in order to retire or pursue non-
competitive activities, at any time during the year after such termination. If he terminates his employment prior to 30 September 2002 to pursue competitive
activities, the right to receive the payment will cease. 
23
ICAP plc  Annual Report 2002 (c) Highest paid director Within the
meaning of the Companies Act 1985,
the highest paid director was Michael
Spencer (2001: Michael Spencer). For
this purpose, remuneration includes fees,
salaries, benefits in kind and bonuses
paid or payable to the director (but
excluding any amounts paid or payable
to third parties) and any notional gains
made by the director on the exercise of
share options.
Michael Spencer receives a salary of
£360,000, a pension contribution of 5%,
life assurance, long term disability
insurance, private medical insurance and
a discretionary performance-related
bonus.
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.
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 with a minimum payment of
$350,000 in respect of each financial
year.
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.
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 and Paul Zuckerman as
Chairman of the Remuneration
Committee each receive an additional
£5,000 per annum in respect of those
functions.
Charles Gregson, became non-executive
Chairman on 1 August 2001 and a
subsidiary of United receives fees from
the Group of £93,617 per annum plus
VAT. During the period to 31 July 2001
he was executive Chairman and his
consultancy fees were pro rated to the
number of days worked (average two
days per week) for the Company and
were based on a salary of £386,250, car
allowance, non-contributory membership
of the executive tier of the United
approved defined benefit pension
scheme, life assurance, long term
disability insurance and a performance-
related bonus of up to 50% of salary. 
Declan Kelly became a non-executive
director with effect from 1 April 2001
but with responsibility for Information
Services and received fees of £120,000
per annum including non-executive
director’s fees of £30,000. On 2 January
2002 he ceased to be responsible for
Information Services and his fees were
reduced to £30,000 per annum.
Remuneration Committee Report continued
24
ICAP plc  Annual Report 2002 (b) Options
(i) 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) and the ICAP
Senior Executive Participation Plan (SEEPP) are shown below at 31 March 2001 and 31 March 2002.
(2) Directors’ interests
(a) Interests in ordinary shares
The interests of the directors in office as at 31 March 2002 in the Company’s ordinary shares of 50p each (all of which are
beneficial) are shown below at 31 March 2001 and at 31 March 2002.
As at As at
31 March 31 March
Directors 2002 2001
Charles Gregson – Chairman 52,873 70,041
Michael Spencer 26,102,910 26,989,902
David Gelber - -
Nicholas Cosh 6,000 6,000
Declan Kelly - -
Robert Knox III - -
Donald Marshall 15,000 15,000
Stephen McDermott 10,000 10,000
William Nabarro 16,716 16,716
John Nixon 7,500 7,500
Jim Pettigrew 5,500 5,500
Paul Zuckerman 8,590 7,350
Notes
1 At 31 March 2002 the ICAP Employee Share Ownership Trust, which is a discretionary trust for the benefit of employees (including directors) of the Group,
held 1,104,171 shares (2001 – 1,121,293). At 31 March 2002 the Qualifying Employee Share Ownership Trust (QUEST) held options over 1,868,203 ordinary
shares of the Company under the SAYE scheme (2001 – 2,027,481). Under paragraph 2 of Schedule 13 of the Companies Act, the executive directors are
deemed to be interested in these shares.
2 Mr and Mrs Michael Spencer own approximately 42% of IPGL which in turn owns approximately 98.4% of INHBV. Accordingly Mr and Mrs Spencer are
deemed by Schedule 13 of the Companies Act to be interested in all the shares in the Company held by IPGL and INHBV. A Trust fund, of which their
children are beneficiaries, holds a further 10,000 shares. David Gelber owns 2.7% and Declan Kelly owns 2.1% of IPGL.
3 The decrease in the interest of Michael Spencer during the year was due to minority shareholders of INHBV exchanging those shareholdings for ICAP
shares. It does not represent a diminution in the economic interest of Messrs Spencer, Gelber and Kelly in the share capital of the Company.
4 Robert Knox III is a director of Zions which owns 5.24% of the Company.
5 The board has decided that all contracts or other forms of arrangement whereby a director or other employee governed by the Model Code may become
entitled to receive or become obliged to make a payment calculated by reference to the Company’s share price or movements thereof should in future be
subject to the provisions of the Model Code, so far as the Company is concerned, and that in future any such transactions by directors would also be
announced in the same manner as if they were dealings in securities. At 31 March 2002 the following contracts by directors were outstanding: as set out
below, David Gelber has 125,000 options under the UESOP.  On 10 December 2001 David Gelber entered into a down spread bet on the equivalent of
60,000 ICAP shares at 851.5p. This spread bet was taken out to cover the market risk in the equivalent of 100,000 options after tax. On 12 December 2001
Jim Pettigrew entered into a short contract for differences on the equivalent of 5,500 ICAP shares at a price of 810p. This contract for differences was taken
out to cover the market risk on 5,500 ICAP shares. As set out below, Jim Pettigrew has 68,000 options under the UESOP. On 19 December 2001 Jim
Pettigrew entered into three down spread bets on the equivalent of 4,500 ICAP shares at 822p, the equivalent of 26,300 ICAP shares at 804p and the
equivalent of 10,000 ICAP shares at 802p. These down spread bets were taken out to cover the market risk in the equivalent of 68,000 options after tax.
These down spread bets and short contract for differences can be closed by the director at any time while the counterparty may require further margin as
necessary. The above directors have indicated that they intend to close the above on exercise of the relevant options.
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) and therefore does not
receive a separate fee for acting as non-
executive director. 
John Nixon provides his services through
a consultancy arrangement with QVAN
Capital Management LLC. His consultancy
fee is $2,000 per day subject to a
minimum of £30,000 per annum.
He has a consultancy agreement which
has an initial six month period from 
1 December 2001 for which he 
receives $250,000. After 31 May 2002
the contract will continue on a monthly
basis until terminated by either party,
with fees at the same rate.
25
ICAP plc  Annual Report 2002 (b) Options continued
(i) Company long term incentive schemes continued
Options Options Market price
held at Granted Exercised held at at date of
Date of 31 March during during 31 March           Exercise period Exercise exercise Notional
grant 2001 period period 2002 from to price (p) (p) gain (£)
Executive directors
Michael Spencer
UESOP 30.09.99 175,000 - - 175,000 30.09.02 29.09.09 212.0 - -
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 - -
SAYE 17.01.00 5,504 - - 5,504 01.03.03 31.08.03 176.0 - -
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 - -
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 - -
Non-executive directors
Declan Kelly
UESOP 30.09.99 100,000 - - 100,000 30.09.02 29.09.09 212.0 - -
SAYE 17.01.00 5,504 - - 5,504 01.03.03 31.08.03 176.0 - -
Notes
1 Charles Gregson, Nicholas Cosh, Robert Knox III, Donald Marshall, William Nabarro, John Nixon and Paul Zuckerman have no interest in ICAP shares
under any of these schemes.
2 All option figures shown at 31 March 2002 remained unchanged at 28 May 2002.
3 At the close of business on Thursday, 28 March 2002 the market price of the Company’s ordinary shares was 805p per share and during the year
fluctuated in the range 469p to 892.5p per share.
4 Declan Kelly was granted options at a time when he was an executive director and therefore eligible to participate and be granted options under the
UESOP and SAYE schemes.
(ii) 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 31 March
2001 and 31 March 2002.
Options Options
held at Granted Exercised held at
Date of 31 March during during 31 March           Exercise period Exercise
grant 2001 period period 2002 from to price (p)
Executive directors
Charles Gregson
Executive schemes 17.11.98 12,480 - - 12,480 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
SAYE 17.11.98 259 - 259 - 01.02.02 01.08.02 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
By order of the committee
E.C. Pank
Secretary to the committee
26
ICAP plc  Annual Report 2002 Independent Auditors’ Report
We have audited the Financial
Statements on pages 28 to 61 which
have been prepared under the historical
cost convention and the accounting
policies set out on pages 34 to 36.
Respective responsibilities of directors
and auditors The directors are
responsible for preparing the Financial
Statements. As described on page 16, this
includes responsibility for preparing the
Financial Statements, in accordance with
applicable United Kingdom accounting
standards. Our responsibilities, as
independent auditors, are established in
the United Kingdom by statute, the
Auditing Practices Board, the Listing
Rules of the Financial Services Authority
and our profession’s ethical guidance.
We report to you our opinion as to
whether the Financial Statements give 
a true and fair view and are properly
prepared in accordance with the United
Kingdom Companies Act. We also report
to you if, in our opinion, the directors’
report is not consistent with the Financial
Statements, if the Company 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 or the
Listing Rules 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.
We review whether the statement on
pages 17 to 19 reflects the Company’s
compliance with the seven provisions of
the Combined Code specified for our
review by the Financial Services Authority,
and we report if it does not. We are not
required to consider whether the directors’
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. 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 circumstances,
consistently applied and adequately
disclosed.
We planned and performed our audit so
as to obtain all the information and
explanations which we consider
necessary in order to provide us with
sufficient evidence to give reasonable
assurance that the Financial Statements
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 affairs of the Company and
the Group as at 31 March 2002 and of
the profit and cash flows of the Group
for the year then ended and have been
properly prepared in accordance with the
Companies Act 1985.
PricewaterhouseCoopers
Chartered Accountants and Registered Auditors
London
28 May 2002
27
ICAP plc  Annual Report 2002 Year ended 31 March 2002
Before goodwill
amortisation and Goodwill Exceptional
exceptional items amortisation items (note 3) Total
Note £m £m £m £m
Turnover including share of joint ventures 2 551.7 – – 551.7
Less share of joint ventures’ turnover (23.8) – – (23.8)
Group turnover 527.9 – – 527.9
Operating expenses (447.8) (6.3) (7.0) (461.1)
Group operating profit 80.1 (6.3) (7.0) 66.8
Share of operating profit of joint ventures and associates 5.8 (1.9) (3.5) 0.4
Total operating profit 85.9 (8.2) (10.5) 67.2
Net profit/(loss) on disposal of fixed assets
– tangible fixed assets written off – – (7.3) (7.3)
– profit on sale of investments – – 32.1 32.1
Net loss on termination and disposal of operations – – (2.2) (2.2)
Amounts written off investments – – (6.7) (6.7)
Profit before interest 2 85.9 (8.2) 5.4 83.1
Net interest receivable/(payable) 7 3.2 – (2.5) 0.7
Profit on ordinary activities before taxation 89.1 (8.2) 2.9 83.8
Taxation on profit on ordinary activities 8 (30.5) – 0.2 (30.3)
Profit on ordinary activities after taxation 58.6 (8.2) 3.1 53.5
Minority interests – equity (1.1) – – (1.1)
Profit for the financial year 57.5 (8.2) 3.1 52.4
Dividends 9 (23.8) – – (23.8)
Retained profit for the financial year 33.7 (8.2) 3.1 28.6
Earnings per share
– basic 10 52.8p
– diluted 10 51.7p
– adjusted 10 58.0p
The Group’s results are derived wholly from continuing operations.
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.
28
ICAP plc  Annual Report 2002
Consolidated Profit and Loss Account Year ended 31 March 2001
Before goodwill
amortisation and Goodwill Exceptional
exceptional items amortisation items (note 3) Total
£m £m £m £m
495.0 – – 495.0
(22.4) – – (22.4)
472.6 – – 472.6
(405.4) (5.6) – (411.0)
67.2 (5.6) – 61.6
4.9 (0.2) – 4.7
72.1 (5.8) – 66.3
––––
–– 1.7 1.7
– – (1.3) (1.3)
– – (3.0) (3.0)
72.1 (5.8) (2.6) 63.7
3.5 – – 3.5
75.6 (5.8) (2.6) 67.2
(25.6) – (0.5) (26.1)
50.0 (5.8) (3.1) 41.1
(1.0) – – (1.0)
49.0 (5.8) (3.1) 40.1
(19.9) – – (19.9)
29.1 (5.8) (3.1) 20.2
40.4p
39.9p
49.4p
ICAP plc  Annual Report 2002
29 As at As at
31 March 31 March
2002 2001
Note £m £m
Fixed assets
Intangible assets 11 42.8 43.3
Tangible assets 12 28.3 28.2
Investments
– Investments in joint ventures 13
Share of gross assets 10.2 10.8
Share of gross liabilities (4.1) (4.7)
Goodwill arising on acquisition 1.0 1.1
7.1 7.2
– Investments in associates 13 5.7 11.2
– Investments in own shares 13 2.0 2.4
– Other investments 13 5.6 13.6
20.4 34.4
91.5 105.9
Current assets
Debtors 16 1,411.2 956.6
Investments 17 11.9 3.3
Cash at bank and in hand 155.8 124.4
1,578.9 1,084.3
Creditors: amounts falling due within one year 18 (1,454.5) (1,000.1)
Net current assets 124.4 84.2
Total assets less current liabilities 215.9 190.1
Creditors: amounts falling due after more than one year 19 (10.3) (11.0)
Provisions for liabilities and charges 21 (9.2) (8.7)
Net assets 2 196.4 170.4
Capital and reserves
Called up share capital 24 50.2 50.1
Share premium account 26 9.4 8.6
Other reserves 26 36.9 37.0
Profit and loss account 26 92.0 66.3
Shareholders’ funds – equity 188.5 162.0
Minority interests – equity 7.9 8.4
196.4 170.4
Approved by the board on 28 May 2002 and signed on its behalf by:
Michael Spencer Jim Pettigrew
Group Chief Executive Officer Group Finance Director
30
ICAP plc  Annual Report 2002
Consolidated Balance Sheet Year ended Year ended
31 March 31 March
2002 2001
£m £m
Profit for the financial year 52.4 40.1
Adjustments to reserves
– Exchange adjustments on net investments in overseas undertakings (2.3) 5.0
– Exchange adjustments on foreign currency borrowings (0.1) (1.6)
Total recognised gains and losses for the year 50.0 43.5
Reconciliation of Movements in Consolidated Shareholders’ Funds
Year ended Year ended
31 March 31 March
2002 2001
£m £m
Opening shareholders’ funds 162.0 138.2
Movements during the year
Total recognised gains and losses for the year 50.0 43.5
Other movements
– Dividends (23.8) (19.9)
– Shares issued, net of issue costs 0.3 0.2
Closing shareholders’ funds 188.5 162.0
ICAP plc  Annual Report 2002
31
Consolidated Statement of Total Recognised Gains and Losses Year ended Year ended
31 March 31 March
2002 2001
Note £m £m
Cash inflow from operating activities
Before operating exceptional items 31 82.7 74.6
Operating exceptional items paid (3.2) –
79.5 74.6
Dividends received from joint ventures and associates 1.6 1.1
Returns on investments and servicing of finance
Interest received from third parties 4.4 5.2
Interest paid to third parties (3.3) (1.2)
Interest element of finance lease rental payments – (0.1)
Dividends paid to minority interests (1.0) (0.5)
0.1 3.4
Taxation
UK Corporation Tax paid (13.6) (7.5)
Overseas tax paid (8.2) (4.7)
(21.8) (12.2)
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (21.9) (15.1)
Receipts from sale of tangible fixed assets 0.4 0.7
Insurance proceeds in respect of tangible fixed assets 2.8 –
Payments to acquire fixed asset investments (10.1) (11.1)
Receipts from sale of fixed asset investments 41.7 3.2
12.9 (22.3)
Acquisitions and disposals
Acquisition of interests in businesses (9.8) (17.0)
Cash held by subsidiaries acquired 3.6 3.4
Disposal of interests in businesses (1.0) (3.3)
(7.2) (16.9)
Equity dividends paid (20.8) (16.5)
Management of liquid resources
(Purchase)/sale of current asset investments (8.6) 0.7
Financing
Proceeds from issue of ordinary shares 0.3 0.2
Repayment of bank loans – (7.8)
Repayment of other short-term loans from third parties – (1.7)
Drawdown of other long-term loans from third parties – 1.1
Capital element of finance lease rental payments (0.7) (0.4)
(0.4) (8.6)
Increase in cash in the year 31 35.3 3.3
32
ICAP plc  Annual Report 2002
Consolidated Cash Flow Statement As at As at
31 March 31 March
2002 2001
Note £m £m
Fixed assets
Investments in subsidiary undertakings 13 103.2 103.2
Investments in own shares 13 1.8 2.0
105.0 105.2
Current assets
Debtors 16 24.5 24.3
Cash at bank and in hand 0.2 –
24.7 24.3
Creditors: amounts falling due within one year 18 (44.2) (49.5)
Net current liabilities (19.5) (25.2)
Net assets 85.5 80.0
Capital and reserves
Called up share capital 24 50.2 50.1
Share premium account 26 9.4 8.6
Other reserves 26 0.1 0.1
Profit and loss account 26 25.8 21.2
Shareholders’ funds – equity 85.5 80.0
Approved by the board on 28 May 2002 and signed on its behalf by:
Michael Spencer Jim Pettigrew
Group Chief Executive Officer Group Finance Director
ICAP plc  Annual Report 2002
33
Company Balance Sheet 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 has adopted the provisions of FRS 18 ”Accounting policies” and FRS 19 ”Deferred tax”, neither of which resulted in any significant impact
upon the reported results of the Group. The Group has also adopted the transitional arrangements of FRS 17 ”Retirement benefits” which require
additional disclosure only.
(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 60 and 61.
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) 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 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.
(d) Turnover
Turnover comprises commission and brokerage income derived from broking services supplied to third parties and fees for the provision of financial
information. For agency trades and the sale of information, turnover is stated net of rebates and discounts, value added tax and other sales taxes. 
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.
(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 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.
34
ICAP plc  Annual Report 2002
Notes to the Financial Statements 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
Assets held under finance leases are capitalised as tangible fixed assets and the corresponding capital element of the future lease rentals is included
within creditors. The interest element of the lease rentals payable during the year is charged to the profit and loss account.
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 16.
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 16 and 18. 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 and creditors. For information purposes, the gross amounts are disclosed in notes 16 and 18.
(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.
ICAP plc  Annual Report 2002
35 1 Principal accounting policies continued
(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 28.
(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.
(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.
Receipts and payments on interest rate instruments are recognised on an accruals basis over the term of the instrument as an adjustment to interest
receivable or payable on the hedged assets or liabilities.
Underlying principal amounts and unrecognised gains and losses of financial instruments used for hedging purposes outstanding at 31 March 2002 are
disclosed in note 22 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.
36
ICAP plc  Annual Report 2002
Notes to the Financial Statements ICAP plc  Annual Report 2002
37
2 Segmental information
(a) Turnover
Analysis by activity Year ended 31 March 2002 Year ended 31 March 2001
Joint Joint
Group ventures Total Group ventures Total
£m £m £m £m £m £m
Securities broking 257.6 4.8 262.4 233.0 3.5 236.5
Derivatives and money broking 251.0 19.0 270.0 226.8 18.9 245.7
Electronic broking 7.3 – 7.3 2.8 – 2.8
Information services 12.0 – 12.0 10.0 – 10.0
527.9 23.8 551.7 472.6 22.4 495.0
Analysis by geographic location
Americas 204.8 14.0 218.8 186.3 14.0 200.3
Europe 270.2 9.8 280.0 246.6 8.4 255.0
Asia Pacific 52.9 – 52.9 39.7 – 39.7
527.9 23.8 551.7 472.6 22.4 495.0
The geographic analysis presented above shows the Group’s turnover by origin. There is no material difference between the Group’s turnover by origin
and its turnover by destination.
(b)Profit before interest
Analysis by activity Year ended 31 March 2002 Year ended 31 March 2001
Joint ventures Joint ventures
Group and associates Total Group and associates Total
£m £m £m £m £m £m
Securities broking 28.0 0.5 28.5 25.8 0.3 26.1
Derivatives and money broking 49.6 5.6 55.2 35.6 4.8 40.4
Electronic broking (11.6) (2.2) (13.8) (6.5) (0.4) (6.9)
Information services 7.8 – 7.8 6.7 – 6.7
73.8 3.9 77.7 61.6 4.7 66.3
Exceptional items (note 3) 5.4 (2.6)
Total 83.1 63.7
Analysis by geographic location
Americas 17.0 (0.9) 16.1 18.0 2.0 20.0
Europe 51.2 3.1 54.3 39.1 2.3 41.4
Asia Pacific 5.6 1.7 7.3 4.5 0.4 4.9
73.8 3.9 77.7 61.6 4.7 66.3
Exceptional items (note 3) 5.4 (2.6)
Total 83.1 63.7
The above analysis of profit before interest includes goodwill amortisation of £8.2m (2001 – £5.8m). 2 Segmental information continued
(c) Net assets
Analysis by activity Year ended 31 March 2002 Year ended 31 March 2001
Joint ventures Joint ventures
Group and associates Total Group and associates Total
£m £m £m £m £m £m
Securities broking 83.3 0.4 83.7 65.3 1.9 67.2
Derivatives and money broking 77.3 11.4 88.7 56.2 9.2 65.4
Electronic broking (7.4) 1.0 (6.4) (2.3) 7.3 5.0
Information services 8.0 – 8.0 7.4 – 7.4
Holding companies 22.4 – 22.4 25.4 – 25.4
183.6 12.8 196.4 152.0 18.4 170.4
Analysis by geographic location
Americas 47.7 5.1 52.8 53.3 12.5 65.8
Europe 122.9 6.3 129.2 87.1 5.2 92.3
Asia Pacific 13.0 1.4 14.4 11.6 0.7 12.3
183.6 12.8 196.4 152.0 18.4 170.4
3 Exceptional items
Year ended Year ended
31 March 31 March
2002 2001
£m £m
Operating exceptional items (a)
Operating expenses relating to the World Trade Center disaster (16.1) –
Business interruption insurance proceeds received 9.1 –
(7.0) –
Exceptional goodwill written off relating to Blackbird (3.5) –
(10.5) –
Non-operating exceptional items (b)
Net profit/(loss) on disposal of fixed assets
– Tangible fixed assets written off (10.1) –
– Insurance proceeds received 2.8 –
(7.3) –
– Profit on sale of investments 32.1 1.7
Net loss on termination and disposal of operations (2.2) (1.3)
Other exceptional items
Amounts written off investments (c) (6.7) (3.0)
Exceptional items included in profit before interest 5.4 (2.6)
Interest paid (d) (2.5) –
Taxation (e) 0.2 (0.5)
Total exceptional profits/(losses) 3.1 (3.1)
38
ICAP plc  Annual Report 2002
Notes to the Financial Statements ICAP plc  Annual Report 2002
39
(a) Operating exceptional items
Operating exceptional items recognised during the year ended 31 March 2002 were:
– operating expenses of £16.1m in connection with the World Trade Center disaster. These principally consist of costs incurred in restoring the business,
including the reinstatement of the Group’s systems and data together with certain incremental employee related costs;
– proceeds from the business interruption insurance policy of £9.1m;
– exceptional goodwill written off following an impairment review of Blackbird (note 13).
There were no operating exceptional items recognised during the year ended 31 March 2001.
(b)Non-operating exceptional items
Non-operating exceptional items recognised during the year ended 31 March 2002 were:
– a loss of £10.1m in respect of the write off of tangible fixed assets located in the World Trade Center (note 12) less insurance proceeds received by 
31 March 2002 of £2.8m;
– a 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.
Non-operating exceptional items recognised during the year ended 31 March 2001 were:
– a net gain on the disposal of fixed assets of £1.7m comprising a profit of £1.4m on the sale of a seat on the New York Stock Exchange and a net
gain of £0.3m on the sale of other fixed asset investments;
– a net loss of £1.3m on the termination of operations comprising a loss of £1.5m on the closure of Intercapital CMS (Switzerland) Limited and a profit
of £0.2m on the closure of Ueda Garban Limited.
(c) Amounts written off investments
Amounts written off investments relates to an impairment of the investment in MoneyLine of £6.7m (2001 – £3.0m) (note 13).
(d)Interest paid
An interest charge of £2.5m (2001 – £nil) was the result of the temporary additional funding required to fund unmatched trades following the World
Trade Center disaster (note 7).
(e) Taxation
A taxation credit of £0.2m (2001 – charge of £0.5m) arose on the exceptional items for the year (note 8).
(f) Segmental analysis of exceptional items included in profit before interest
Analysis by activity
Year ended Year ended
31 March 31 March
2002 2001
£m £m
Securities broking 16.3 1.4
Derivatives and money broking 0.1 (1.0)
Electronic broking (11.0) (3.0)
5.4 (2.6)
Analysis by geographic location
Americas (23.4) (1.6)
Europe 28.8 (1.5)
Asia Pacific – 0.5
5.4 (2.6) 40
ICAP plc  Annual Report 2002
Notes to the Financial Statements
4 Profit on ordinary activities before taxation
Year ended Year ended
31 March 31 March
2002 2001
Profit on ordinary activities before taxation is stated after charging: £m £m
Amortisation of intangible fixed assets
– Subsidiaries 6.3 5.6
– Joint ventures and associates (including £3.5m exceptional goodwill (2001 – £nil)) 5.4 0.2
Amortisation of the cost of own shares 0.5 0.1
Depreciation of tangible fixed assets 10.9 8.8
Operating lease rentals
– Property 5.2 7.9
– Plant and equipment 0.3 0.5
Auditors’ remuneration
– Audit fees 1.0 1.0
– Other UK services 1.6 1.0
– Other overseas services 1.9 0.1
Auditors’ remuneration for other services primarily relates to tax services in the UK and overseas of £1.7m (2001 – £1.0m) and assistance in respect 
of the reinstatement of data and systems in New York, following the World Trade Center disaster of £1.7m (2001 – £nil).
Auditors’ remuneration in respect of the Company was borne by subsidiary undertakings.
5 Employee information
(a) Analysis of employee costs
Year ended Year ended
31 March 31 March
2002 2001
£m £m
Salaries (including bonuses) 297.7 259.8
Social security costs 20.5 17.4
Pension costs
– Defined contribution schemes 4.5 7.8
322.7 285.0
(b)Number of employees
Analysis by activity Average Year end
Year ended Year ended As at As at
31 March 31 March 31 March 31 March
2002 2001 2002 2001
Securities broking 1,054 1,056 1,090 1,055
Derivatives and money broking 1,013 1,025 1,050 947
Electronic broking 43 34 47 41
Information services 22 16 21 14
2,132 2,131 2,208 2,057
Analysis by geographic location
Americas 704 730 735 692
Europe 1,095 1,094 1,145 1,043
Asia Pacific 333 307 328 322
2,132 2,131 2,208 2,057 ICAP plc  Annual Report 2002
41
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 20 to 26.
Year ended Year ended
31 March 31 March
2002 2001
£m £m
Aggregate emoluments
– Fees 0.4 0.4
– Salaries 1.1 1.2
– Bonuses 3.7 2.9
– Other benefits 0.1 0.1
5.3 4.6
Sums paid to third parties for directors’ services 0.5 0.4
Employers’ contribution to pension schemes 0.1 0.1
7 Net interest receivable/(payable)
Year ended Year ended
31 March 31 March
2002 2001
£m £m
Interest receivable and similar income
– Bank deposits 4.1 4.9
– Income from investments 0.3 0.3
4.4 5.2
Interest payable and similar charges
– Bank loans and overdrafts (0.8) (1.2)
– Interest element of finance lease rentals – (0.1)
– Unwinding of discount on provisions (note 21) (0.4) (0.4)
(1.2) (1.7)
Net interest receivable before exceptional interest 3.2 3.5
Exceptional interest paid (note 3) (2.5) –
Net interest receivable 0.7 3.5 8 Taxation on profit on ordinary activities
Year ended Year ended
31 March 31 March
2002 2001
£m £m
Current taxation
UK Corporation Tax at 30.0% (2001 – 30.0%)
– Current year 18.3 15.8
– Double tax relief (0.5) (2.2)
– Adjustment to prior years (0.5) 1.4
Overseas taxation
– Current year 10.5 11.6
– Adjustment to prior years (0.3) (1.1)
27.5 25.5
Deferred taxation (note 20) (0.4) (1.4)
27.1 24.1
Share of taxation of joint ventures and associates 3.2 2.0
30.3 26.1
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 £0.2m 
(2001 – increase of £0.5m). The Group’s share of taxation of joint ventures is £2.1m (2001 – £1.6m) and of associates is £1.1m (2001 – £0.4m).
The Group’s UK tax charge for the year ended 31 March 2002 exceeds the UK statutory rate and can be reconciled as follows:
Year ended Year ended
31 March 31 March
2002 2001
£m £m
Profit on ordinary activities before tax 83.8 67.2
Profit on ordinary activities at the standard rate of Corporation Tax 
in the UK of 30.0% (2001 – 30.0%) 25.1 20.2
Expenses not deductible for tax purposes 5.4 9.4
Depreciation in excess of/(less than) capital allowances 3.1 (2.4)
Other timing differences not tax effected (1.6) (2.5)
Adjustments in respect of foreign tax rates 1.8 (0.7)
Utilisation of (capital gains)/capital losses (3.4) 0.9
Adjustment to tax in respect of prior year (0.8) 0.3
Adjustments in respect of joint ventures and associates 0.8 0.5
Other (0.1) 0.4
Actual tax charge as above 30.3 26.1
9 Dividends
Year ended Year ended
31 March 31 March
2002 2001
Dividends in respect of ordinary shares: £m £m
Interim dividend of 6.0p per share (2001 – 5.0p per share) 5.9 5.0
Final dividend (proposed) of 18p per share (2001 – 15p per share) 17.9 14.9
23.8 19.9
42
ICAP plc  Annual Report 2002
Notes to the Financial Statements Notes to the Financial Statements ICAP plc  Annual Report 2002
43
10 Earnings per share
Basic earnings per share is calculated by dividing the profit for the financial year of £52.4m (2001 – £40.1m) by the weighted average number of
ordinary shares in issue during the year of 99.2m shares (2001 – 99.1m).
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 1.1m shares (2001 – 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 25).
Year ended 31 March 2002 Year ended 31 March 2001
Earnings Earnings
Earnings Shares per share Earnings Shares per share
£m millions pence £m millions pence
Basic 52.4 99.2 52.8 40.1 99.1 40.4
Dilutive effect of share options – 2.2 (1.1) – 1.4 (0.5)
Diluted 52.4 101.4 51.7 40.1 100.5 39.9
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.
Year ended 31 March 2002 Year ended 31 March 2001
Earnings Earnings
Earnings Shares per share Earnings Shares per share
£m millions pence £m millions pence
Basic 52.4 99.2 52.8 40.1 99.1 40.4
Goodwill amortisation 8.2 – 8.3 5.8 – 5.9
Exceptional items (note 3) (2.9) – (2.9) 2.6 – 2.6
Taxation on exceptional items (note 8) (0.2) – (0.2) 0.5 – 0.5
Adjusted 57.5 99.2 58.0 49.0 99.1 49.4
11 Intangible fixed assets
Goodwill
£m
Cost
As at 1 April 2001 56.0
Additions (note 14) 5.8
As at 31 March 2002 61.8
Amortisation
As at 1 April 2001 12.7
Charge for the year 6.3
As at 31 March 2002 19.0
Net book value
As at 31 March 2002 42.8
As at 31 March 2001 43.3
Goodwill stated above represents goodwill arising on the acquisition of subsidiary undertakings completed on or after 1 January 1998, of which £32.6m
(2001 – £37.5m) relates to Exco’s acquisition of the Intercapital companies in October 1998. 44
ICAP plc  Annual Report 2002
12 Tangible fixed assets
Short Furniture,
leasehold fixtures and Motor
property equipment vehicles Total
£m £m £m £m
Cost
As at 1 April 2001 10.4 80.5 0.9 91.8
Additions 0.1 21.6 0.2 21.9
Exceptional amounts written off (7.8) (31.4) – (39.2)
Disposals (1.0) (4.3) (0.2) (5.5)
Exchange adjustments 0.1 (0.8) – (0.7)
As at 31 March 2002 1.8 65.6 0.9 68.3
Depreciation
As at 1 April 2001 6.6 56.5 0.5 63.6
Charge for the year 0.1 10.6 0.2 10.9
Exceptional amounts written off (4.2) (24.9) – (29.1)
Disposals (1.0) (3.8) (0.1) (4.9)
Exchange adjustments 0.1 (0.6) – (0.5)
As at 31 March 2002 1.6 37.8 0.6 40.0
Net book value
As at 31 March 2002 0.2 27.8 0.3 28.3
As at 31 March 2001 3.8 24.0 0.4 28.2
Additions during the year include £5.0m in respect of the replacement of assets destroyed as a result of the World Trade Center disaster.
13 Fixed asset investments
(a) Group
Joint Own Other
ventures Associates shares investments Total
£m £m £m £m £m
Cost
As at 1 April 2001 7.3 11.4 2.7 19.2 40.6
Additions – 0.9 0.1 7.7 8.7
Disposals (0.7) – – (8.5) (9.2)
Reclassification to subsidiary undertakings (2.0) – – – (2.0)
Reclassification from other investments 0.1 0.4 – (0.5) –
Share of profit/(loss) for the financial year 3.5 (0.9) – – 2.6
Dividends received (0.9) (0.5) – – (1.4)
As at 31 March 2002 7.3 11.3 2.8 17.9 39.3
Provisions
As at 1 April 2001 0.1 0.2 0.3 5.6 6.2
Impairment losses recognised – 3.6 – 6.7 10.3
Amortisation for the year 0.1 1.8 0.5 – 2.4
As at 31 March 2002 0.2 5.6 0.8 12.3 18.9
Net book value
As at 31 March 2002 7.1 5.7 2.0 5.6 20.4
As at 31 March 2001 7.2 11.2 2.4 13.6 34.4
Notes to the Financial Statements ICAP plc  Annual Report 2002
45
The Group’s principal subsidiary undertakings, joint ventures and associates are listed on pages 60 to 61. Information on significant acquisitions and
disposals during the year is set out in notes 14 and 15.
Joint ventures and associates
During the year the Group carried out impairment reviews of its associates Blackbird and Garban Argentina SA which were written off. 
Nittan AP (Singapore) Private Limited was reclassified from other investments to an associate.
Own shares
As explained below, own shares represent shares held in trust in connection with the Group’s employee share schemes.
Other investments
Other investments represent sundry trade investments, principally in the shares of unlisted companies that are not treated as subsidiaries, joint ventures
or associates.
In the year ended 31 March 2002 the Group purchased 784,646 shares in LIFFE for £5.3m bringing the Group’s total holding to 1,227,562 shares.
Following the acquisition of LIFFE by Euronext N.V. the Group received £22.4m as consideration for its investment and the profit of £14.8m is included in
exceptional items (note 3).
During the year the Group’s investment in MoneyLine was subject to an impairment review and was fully written down.
(b) Company
Subsidiary Own
undertakings shares Total
£m £m £m
Cost
As at 1 April 2001 103.2 2.3 105.5
Additions –0.1 0.1
As at 31 March 2002 103.2 2.4 105.6
Provisions
As at 1 April 2001 –0.3 0.3
Amortisation for the year –0.3 0.3
As at 31 March 2002 –0.6 0.6
Net book value
As at 31 March 2002 103.2 1.8 105.0
As at 31 March 2001 103.2 2.0 105.2
Own shares represent shares held in trust in connection with the Group’s employee share schemes. As at 31 March 2002, these trusts held 1,104,171
(2001 – 1,121,293) of the Company’s ordinary shares of 50p each which had an aggregate market value of £8.9m (2001 – £5.4m). 
All expenses incurred by the trusts are charged to the Company’s profit and loss account on an accruals basis.
The Company’s principal subsidiary undertakings are listed on pages 60 to 61. 46
ICAP plc  Annual Report 2002
14 Acquisitions
Garban Ireland Limited Other
Fair value subsidiaries Total Total
Book value adjustment Fair value Book value* subsidiaries associates
£m £m £m £m £m £m
Tangible fixed assets – – – 0.2 0.2 –
Current assets 0.2 1.5 1.7 3.9 5.6 –
Total assets 0.2 1.5 1.7 4.1 5.8 –
Current liabilities (0.1) – (0.1) (1.8) (1.9) –
Net assets 0.1 1.5 1.6 2.3 3.9 –
Consideration 1.6 8.1 9.7 0.9
Goodwill recognised on acquisition – 5.8 5.8 0.9
* No significant adjustments were made 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.
Acquisitions of interests in subsidiaries, joint ventures and associates during the year:
(a) Garban Ireland Limited
On 12 December 2001, the Group purchased 49% of Garban Ireland Limited bringing the Group’s total interest in the company to 100%. The fair value
adjustment of £1.5m relates to the revaluation of the company’s investment in The London Stock Exchange.
(b)Other subsidiaries
Acquistions of other subsidiaries include:
On 13 September 2001, the Group purchased 52% of the equity share capital of Harlow (London) Limited (formerly Marshall Harlow Limited) and
Harlows LLC (formerly Harlow Prebon LLC) for £6.2m, giving rise to goodwill on acquisition of £4.1m. Following the acquisition, both companies 
became wholly-owned subsidiary undertakings. The goodwill is being written off over a period of three years.
During the year the Group increased its holding in Fixed Interest Securities (NZ) Limited from 55% to 80% and accrued deferred consideration in respect
of Seagray Fosh Futures Limited.
(c) Total associates
On 13 March 2002, the Group purchased a 30% stake in TriOptima AB for £0.9m.
15 Disposals
Disposal of interest in subsidiary undertaking during the year:
Harlow Meyer Savage
(Luxembourg) SA Total
£m £m
Cash proceeds (net of sundry expenses) 0.2 0.2
Less:
Book value of share of net assets sold (0.4) (0.4)
Loss on disposal (0.2) (0.2)
Notes to the Financial Statements ICAP plc  Annual Report 2002
47
16 Debtors
Group Company
As at As at As at As at
31 March 31 March 31 March 31 March
2002 2001 2002 2001
£m £m £m £m
Due within one year
Trade debtors 92.9 95.9 – –
Initially unsettled transactions 1,283.3 803.7 – –
Net deposits paid for securities borrowed* 0.3 22.6 – –
Amounts owed by subsidiary undertakings – – 24.3 24.3
Amounts owed by joint ventures and associates 0.9 0.2 – –
Corporation Tax 2.3 3.6 0.2 –
Deferred taxation (note 20) 4.1 2.1 – –
Other debtors 14.9 11.6 – –
Prepayments and accrued income 10.4 12.1 – –
1,409.1 951.8 24.5 24.3
Due after more than one year
Deferred taxation (note 20) – 1.6 – –
Other debtors 2.1 3.2 – –
2.1 4.8 – –
1,411.2 956.6 24.5 24.3
* 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 £652.1m (2001 – £673.6m)
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 at 31 March 2002 was £64.6bn (2001 – £72.5bn). 
Substantially all of these transactions have now settled.
17 Current asset investments
(a) Listed investments
In March 2002 the Group subscribed for £3.5m of shares in a hedge fund, Pronous Offshore Fund Limited. The fund is listed on the Irish Stock Exchange
and at 31 March 2002 there was no difference between the carrying value and market value of the investment.
(b)Unlisted investments
Unlisted current asset investments consist principally of unlisted certificates of deposit, treasury bills and corporate bonds. 48
ICAP plc  Annual Report 2002
18 Creditors: amounts falling due within one year
Group Company
As at As at As at As at
31 March 31 March 31 March 31 March
2002 2001 2002 2001
£m £m £m £m
Bank loans and overdrafts 0.6 3.4 – –
Other loans 1.4 1.3 – –
Obligations under finance leases – 0.4 – –
Trade creditors 15.0 27.4 – –
Initially unsettled transactions 1,283.3 803.7 – –
Amounts owed to subsidiary undertakings – – 26.3 34.6
Amounts owed to joint ventures and associates 0.1 0.3 – –
Net deposits received for secured borrowings* – 10.2 – –
Corporation Tax 19.0 17.0 – –
Other taxation and social security 5.0 6.6 – –
Other creditors 15.7 17.4 – –
Proposed dividend 17.9 14.9 17.9 14.9
Accruals and deferred income 96.5 97.5 – –
1,454.5 1,000.1 44.2 49.5
* In order to reflect the substance of stock lending transactions, the balance received for securities loaned is stated net of deposits paid for secured 
borrowings of £651.8m (2001 – £664.2m).
19 Creditors: amounts falling due after more than one year
Group Company
As at As at As at As at
31 March 31 March 31 March 31 March
2002 2001 2002 2001
£m £m £m £m
Obligations under finance leases – 0.3 – –
Corporation Tax 8.8 6.1 – –
Other creditors 1.5 4.6 – –
10.3 11.0 – –
The maturity of loans and obligations under finance leases owed by the Group: As at 31 March 2002 As at 31 March 2001
Finance Finance
Loans leases Loans leases
£m £m £m £m
Payable:
Within one year 2.0 – 4.7 0.4
Between one and two years –– –0.3
2.0 – 4.7 0.7
Notes to the Financial Statements ICAP plc  Annual Report 2002
49
20 Deferred taxation
Deferred taxation assets: Recognised Unrecognised
As at As at As at As at
31 March 31 March 31 March 31 March
2002 2001 2002 2001
£m £m £m £m
Accelerated capital allowances 1.8 1.7 2.2 3.8
Losses carried forward for tax purposes 0.6 0.7 – –
Other timing differences 1.7 1.3 6.3 6.2
4.1 3.7 8.5 10.0
Movements on the deferred taxation account: £m
As at 1 April 2001 3.7
Transfer from the profit and loss account (note 8) 0.4
As at 31 March 2002 4.1
21 Provisions for liabilities and charges
Other
Property items Total
£m £m £m
As at 1 April 2001 5.7 3.0 8.7
Utilisation (0.3) (0.3) (0.6)
Transfers from the profit and loss account – 1.5 1.5
Unwinding of discount (note 7) (0.4) – (0.4)
As at 31 March 2002 5.0 4.2 9.2
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. 50
ICAP plc  Annual Report 2002
22 Financial assets and liabilities
The Group’s approach to managing financial risk is described in the Group Finance Director’s Review on pages 8 to 11.
(a) Fair value
As at As at
31 March 31 March
2002 2001
The book values of the Group’s financial assets and liabilities (which exclude all short term debtors and creditors) are: £m £m
Financial assets
– Fixed asset investments 5.6 13.6
– Current asset investments 11.9 3.3
– Cash at bank and in hand 155.8 124.4
173.3 141.3
Financial liabilities
– Bank loans and overdrafts (0.6) (3.4)
– Other loans (1.4) (1.3)
– Obligations under finance leases – (0.7)
– Other financial liabilities (9.2) (12.3)
(11.2) (17.7)
As at 31 March 2002 and 31 March 2001, 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 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
(ii) As at 31 March 2001
At fixed At floating Non–
interest interest interest
rates rates bearing Total
£m £m £m £m
Sterling – 30.1 12.1 42.2
US Dollars 5.5 61.8 0.7 68.0
Euro currencies – 4.4 0.8 5.2
Japanese Yen – 15.2 – 15.2
Other currencies – 10.7 – 10.7
5.5 122.2 13.6 141.3
As at 31 March 2002 and 31 March 2001, fixed interest rate assets represented investments in certificates of deposit, treasury bills and corporate bonds.
All interest bearing financial assets at both 31 March 2002 and 31 March 2001 had a maturity of less than one year. Floating rate cash and investments
bear interest based on relevant national LIBOR equivalents.
Notes to the Financial Statements ICAP plc  Annual Report 2002
51
(c) Interest rate profile of financial liabilities
(i) As at 31 March 2002
At fixed At floating Non–
interest interest interest
rates rates bearing Total
£m £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
(ii) As at 31 March 2001
At fixed At floating Non–
interest interest interest
rates rates bearing Total
£m £m £m £m
Sterling 0.7 4.6 3.2 8.5
US Dollars 3.1 3.4 – 6.5
Euro currencies –– 1.4 1.4
Japanese Yen –1.3 –1.3
3.8 9.3 4.6 17.7
As at 31 March 2002 and 31 March 2001, fixed interest rate liabilities represented finance lease obligations and non-interest bearing liabilities 
represented creditors that were expected to be paid between one and two years after the balance sheet date. The average interest rate applicable 
to finance lease obligations in 2001 was 7.5%. Floating rate borrowings bear interest based on relevant national LIBOR equivalents.
(d)Maturity profile of financial liabilities
As at As at
31 March 31 March
2002 2001
£m £m
Payable:
Within one year or on demand 4.4 8.2
Between one and two years 3.4 3.0
Between two and five years 2.2 3.2
After five years 1.2 3.3
11.2 17.7
(e) Hedges
It is the Group’s policy to hedge a proportion of its transactional US Dollar exposure. 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 and losses at 1 April 2001 0.1 (0.4) (0.3)
Less gains and losses in previous year recognised in year to 31 March 2002 (0.1) 0.4 0.3
Brought forward gains and losses not recognised in year to 31 March 2002 – – –
Unrecognised gains arising in year to 31 March 2002 0.2 – 0.2
Unrecognised gains at 31 March 2002 0.2 – 0.2
The above gain of £0.2m arises from the market value of forward foreign exchange contracts totalling £15.4m that were outstanding at 31 March 2002.
The unrecognised gains at 31 March 2002 are expected to be recognised in the year ended 31 March 2003. There were no unrecognised gains or losses
at 1 April 2000. 52
ICAP plc  Annual Report 2002
22 Financial assets and liabilities continued
(f) Borrowing facilities
As at As at
31 March 31 March
2002 2001
The undrawn committed facilities were: £m £m
Expiring:
Within one year or on demand 8.0 8.0
Between one and two years 40.0 5.0
Between two and five years – 6.0
48.0 19.0
23 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 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
(ii) As at 31 March 2001
Net foreign currency monetary assets/(liabilities)
US Euro Japanese Other
Sterling Dollars currencies Yen currencies Total
£m £m £m £m £m £m
Functional currency:
Sterling – 4.4 14.7 2.6 (4.7) 17.0
US Dollars (6.9) –––– (6.9)
Euro currencies 8.5 –––– 8.5
Other currencies 1.5 0.8 – – 0.4 2.7
3.1 5.2 14.7 2.6 (4.3) 21.3
Notes to the Financial Statements ICAP plc  Annual Report 2002
53
24 Share capital
(a) Authorised share capital
The Company’s authorised share capital was: As at 31 March 2002 As at 31 March 2001
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% 33.0 33.0
– A Series 7.7% 99.0 99.0
– B Series 7.7% 88.0 88.0
– C Series 7.7% 55.0 55.0
25 25.0 25 25.0
155 90.0 155 90.0
(b)Issued share capital
Allotted, called up and fully paid: Ordinary shares of 50p each
Number of Nominal
shares value
millions £m 
As at 1 April 2001 100.2 50.1
Shares issued during the year 0.2 0.1
As at 31 March 2002 100.4 50.2
During the year 166,330 ordinary shares were issued for a cash consideration of £0.3m following the exercise of options held under employee share schemes.
The number of shares in issue at 31 March 2002 was 100,414,091 (2001 – 100,247,761)
25 Share options
(a) 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 2001 2.3 2.0 1.0 0.2 – 5.5
Granted – – – 0.6 0.1 0.7
Exercised (0.1) – (0.1) – – (0.2)
Lapsed (0.1) (0.1) – – – (0.2)
As at 31 March 2002 2.1 1.9 0.9 0.8 0.1 5.8
A summary of the rules of the Company’s employee share option schemes is set out in the Remuneration Committee Report on pages 20 to 26.
Options outstanding as at 31 March 2002:
(i) Unapproved Executive Share Ownership Plan (UESOP)
UESOP options were outstanding over 2,131,407 (2001 – 2,338,874) ordinary shares at exercise prices ranging between 205p and 458.5p per share. 
Subject to the Company’s performance during the vesting period, these options are exercisable between December 2001 and March 2011. 54
ICAP plc  Annual Report 2002
25 Share options continued
(ii) Savings Related Share Option Scheme (SAYE)
SAYE options were outstanding over 1,868,203 (2001 – 2,027,481) 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 911,724 (2001 – 971,297) ordinary shares at exercise prices ranging between a nominal sum of 100p and 155p 
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 800,000 (2001 – 200,000) ordinary shares at exercise prices ranging between 421p and 892.5p per share.
Subject to the Company’s performance during the vesting period, these options will normally be exercisable between March 2004 and January 2012.
(v) Rabbi Trust
A Rabbi Trust in the US will allocate 69,333 shares in the Company to employees on 30 September 2002 subject to the ETC division meeting certain
specified performance criteria.
The Company has established employee share ownership trusts in respect of the SAYE and SEEPP schemes which are funded by the Group and has the
power to acquire shares in the open market to meet the Company’s future obligations under these schemes.
At the close of business on 31 March 2002, the market price of the Company’s ordinary shares was 805p per share and during the year fluctuated in the
range 469p to 892.5p per share.
(b)Preference share facility
At the time of its Demerger from United, the Company negotiated a financing facility with United to be available for certain specific purposes during the
Group’s early years as an independent business. The financing facility, taking the form of options exercisable by the Company to require United to
subscribe for the Company’s redeemable preference shares, expired on 9 September 2001.
26 Capital and reserves
(a) Group
Share Share Profit
capital premium Other and loss
(note 24) account reserves account Total
£m £m £m £m £m
As at 1 April 2001 50.1 8.6 37.0 66.3 162.0
Exchange adjustments – – (0.1) (2.3) (2.4)
Shares issued 0.1 0.8 – (0.6) 0.3
Retained profit for the financial year – – – 28.6 28.6
As at 31 March 2002 50.2 9.4 36.9 92.0 188.5
As at 31 March 2002, 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 (2001 – £270.6m).
(b) Company
Share Share Profit
capital premium Other and loss
(note 24) account reserves account Total
£m £m £m £m £m
As at 1 April 2001 50.1 8.6 0.1 21.2 80.0
Shares issued 0.1 0.8 – (0.6) 0.3
Retained profit for the financial year – – – 5.2 5.2
As at 31 March 2002 50.2 9.4 0.1 25.8 85.5
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 £29.0m (2001 – £20.0m).
Notes to the Financial Statements ICAP plc  Annual Report 2002
55
27 Commitments
(a) Operating lease commitments
The Group had annual rental commitments under non-cancellable operating leases:
As at 31 March 2002 As at 31 March 2001
Land and Other Land and Other
buildings assets Total buildings assets Total
£m £m £m £m £m £m
Leases expiring:
– Within one year 0.5 0.2 0.7 0.2 0.5 0.7
– Between two and five years 0.6 – 0.6 3.1 0.1 3.2
– After five years 4.3 – 4.3 3.0 – 3.0
5.4 0.2 5.6 6.3 0.6 6.9
Lease commitments for leases expiring after five years includes £1.3m relating to the US office. This amount represents six months lease rental.
(b)Capital commitments
As at 31 March 2002, capital expenditure contracted but not provided for amounted to £6.4m (2001 – £6.3m).
28 Defined benefit pension schemes
As explained in note 1(a), the Group has adopted FRS 17 ‘‘Retirement benefits’’ during the year. The transitional arrangements of this standard provide
for disclosures to be phased in over a two-year period. This year the Group is required to provide only balance sheet disclosures which show the amount
of the asset or liability that would have been recognised in the balance sheet if the standard had been fully implemented. The disclosures required by
FRS 17 in the transitional period are set out below.
The Group operates defined benefit pension schemes in the US and Germany.
In the case of the schemes operating in Germany, any future obligations which the Group may incur in respect of benefits accrued to members in
respect of past service are insured with local insurance companies. The schemes in Germany are not significant in the context of the Group.
The US scheme was closed to new entrants on 1 July 1996 and no benefits have accrued to the members of the scheme in respect of their service after
that date. 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 2001 with an update review as at 31 March 2002 and used the projected unit method.
The actuarial assessment was based on the following principal assumptions:
2002
%
Rate of increase in pensionable salaries nil
Rate of increase in pensions in payment nil
Discount rate 7.25
Inflation assumption 3.50 56
ICAP plc  Annual Report 2002
28 Defined benefit pension schemes continued
The assets and liabilities of the scheme and the expected rate of return were:
Long-term
rate of return
expected Value as at
31 March 31 March
2002 2002
%£m
Equities 9.00 1.5
Bonds 7.25 4.4
Other 6.00 0.1
Total market value of assets 7.65 6.0
Present value of scheme liabilities (6.9)
Deficit in the scheme (0.9)
Related deferred tax asset 0.3
Net pension liability (0.6)
The effects of the FRS 17 pension liability on the net assets and reserves of the Group are set out below:
Year ended
31 March 2002
Net assets £m
Net assets 196.4
Pension liability under FRS 17 (0.6)
Net assets including net pension liability under FRS 17 195.8
Reserves £m
Profit and loss reserve 92.0
Pension reserve under FRS 17 (0.6)
Profit and loss reserve including net pension reserve under FRS 17 91.4
29 Contingent assets and liabilities
(a) Group
At 31 March 2002, the Group had received and recognised £2.8m ($4.0m) of material damage insurance cover in respect of tangible fixed assets
destroyed in the World Trade Center, and £9.1m ($13.0m) of business interruption insurance proceeds. The remainder of the material damage insurance
proceeds will be recognised once replacement of the assets has taken place and insurance proceeds have been received. It is estimated that total
receipts from the material damage and business interruption policies will be in the region of £35.1m ($50.0m).
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) Company
The Company has provided letters of support to certain of its subsidiary undertakings that confirm its intention to provide additional funds to those
undertakings where necessary to enable them to meet their liabilities as and when they fall due. It is not expected that any claims under these letters of
support will have a material adverse effect on the Company’s results or net assets.
Notes to the Financial Statements ICAP plc  Annual Report 2002
57
30 Related party transactions
A summary of the Group’s related party transactions is detailed below. All transactions with these related parties are carried out on an arm’s length basis.
(a) IPGL
During the year, IPGL recharged the Group £49,525 (2001 – the Group recharged IPGL £154,109) for the net of transactions between the two parties.
This amount includes £48,372 (2001 – £81,756) paid by IPGL in respect of certain employees of the Group who provided services to IPGL and its
subsidiary undertakings. As at 31 March 2002, the Group owed IPGL £255,144 (2001 – IPGL owed the Group £16,930). This amount includes rebates
of £201,006 in respect of prior years and has now been fully repaid.
(b) KPMG
During the year, fees amounting to £30,000 (2001 – £26,250) were paid to KPMG in respect of William Nabarro’s services as a director of the Company.
KPMG is a related party of the Group by virtue of Mr Nabarro’s partnership in KPMG. During the year, the Group paid KPMG £724 (2001 – £104,033) in
respect of professional services.
(c) MoneyLine
Declan Kelly was a director of MoneyLine during the year. The Group provided market data services to MoneyLine totalling £1,369,382 (2001 – £164,000)
and MoneyLine provided software development and market data services to the Group totalling £355,325 (2001 – £806,015). Between June 2000 and
June 2001, the Group also leased premises to MoneyLine under normal commercial terms with £27,458 (2001 – £48,207) charged during the year. 
As at 31 March 2002, £787,487 was due from MoneyLine to the Group (2001 – £15,218) and £343,322 (2001 – £nil) was due from the Group to
MoneyLine.
(d) United
The Company’s non-executive Chairman, Charles Gregson, is also an executive director of United. He receives remuneration from United and the Group
is recharged an appropriate proportion of his costs (as detailed in the Remuneration Committee Report). As at 31 March 2002, the Group owed
£514,717 (2001 – £nil) to a subsidiary of United in respect of Charles Gregson’s fees. 
At the time of the Demerger from United, the Company negotiated options with United that, if exercised, would require United to subscribe for its
redeemable preference shares. As of 9 September 2001, the last of these options expired.
During 1998, the Group sub-let office space to Miller Freeman plc, a subsidiary undertaking of United. Normal commercial terms applied to this lease
and £123,313 (2001 – £352,000) was received by the Group prior to the expiration of the lease in June 2001.
(e) Exotix Limited
During the previous year Exotix Limited, a subsidiary undertaking, issued shares to P J Bartlett who is a director of that company. The payment of the shares
was partially financed by a loan of £210,000 to the director from Garban-Intercapital Management Services Limited, a fellow subsidiary, which was made 
on 5 April 2000. The loan accrues interest at one percent above the base rate of Barclays Bank plc, and is repayable in full by 4 April 2005. The balance 
outstanding, including accrued interest, from the director to Garban-Intercapital Management Services Limited at the year end was £129,587 (2001 – 
£224,464).
(f) QVAN Capital Management LLC
John Nixon is the Managing Partner of QVAN Capital Management LLC. During the year, the Group incurred charges of £131,062 relating to services
provided by QVAN, all of which was outstanding at the year end.
(g)Harlow Meyer Savage (Luxembourg) SA
With effect from April 2001 Harlow Meyer Savage (Luxembourg) SA was sold to local management (note 15).
(h)Garban Ireland Limited
On 12 December 2001, the Group purchased 49% of Garban Ireland Limited from the company’s management for £1.6m (note 14). 58
ICAP plc  Annual Report 2002
31 Cash flow
(a) Reconciliation of operating profit to net cash inflow from operating activities
Year ended Year ended
31 March 31 March
2002 2001
£m £m
Total operating profit 67.2 66.3
Operating exceptional items 7.0 –
Share of operating profits and losses of joint ventures and associates (0.4) (4.7)
Depreciation of tangible fixed assets 10.9 8.9
Amortisation of goodwill 6.3 5.6
Amortisation of the cost of own shares 0.5 0.1
Loss on sale of fixed assets 0.2 –
Decrease/(increase) in debtors 13.8 (22.3)
(Decrease)/increase in creditors (22.8) 20.7
Cash inflow from operating activities before operating exceptional items 82.7 74.6
(b)Analysis of net funds
As at As at
31 March 31 March
2002 2001
£m £m
Cash
– Cash at bank and in hand 155.8 124.4
– Bank overdrafts (0.6) (3.4)
155.2 121.0
Liquid resources
– Current asset investments 11.9 3.3
Borrowings
– Other short-term loans (1.4) (1.3)
– Finance lease obligations – (0.7)
(1.4) (2.0)
Net funds 165.7 122.3
Notes to the Financial Statements ICAP plc  Annual Report 2002
59
(c) Reconciliation of net cash inflow to movement in net funds
Year ended Year ended
31 March 31 March
2002 2001
£m £m
Increase in cash in the year 35.3 3.3
Cash outflow from financing 0.7 8.8
Cash outflow/(inflow) from management of liquid resources 8.6 (0.7)
Increase in net funds resulting from cash flows 44.6 11.4
Loan from minority shareholder written off –3.2
Exchange adjustments (1.2) 3.6
Increase in net funds 43.4 18.2
Opening net funds 122.3 104.1
Closing net funds 165.7 122.3
32 Post balance sheet event
On 30 April 2002, the Group announced that it had completed the acquisition of First Brokers for an initial cash payment of $35.7m. Further payments,
which are contingent on the future performance of the business, will be made over three years, in either cash or shares at the Group’s option. Such
future payments are capped at $78m. 60
ICAP plc  Annual Report 2002
At 31 March 2002, the following companies were the Group’s principal trading subsidiary undertakings, joint ventures and associated undertakings:
(a) Principal subsidiary undertakings
Country of incorporation (companies in alphabetical order) % held
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
Intercapital Brokers (Australia) Limited 100
ICAP Energy Pty Limited 100
ICAP FIB Pty Limited 100
Intercapital Group (Australia) Pty Limited 100
Bahrain Harlow Butler (Bahrain) W.L.L. (note 2) 49
Canada Harlow Meyer Savage (Canada) Partnership 100
China ICAP (Hong Kong) Limited 100
Garban Information Systems (AP) Limited 100
Czech Republic Garban (Praha) A/S (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
T&M Securities Limited 100
Germany Garban-Intercapital Moneymarkets Deutschland GmbH 100
Garban-Intercapital Securities Deutschland GmbH 100
India Harlow Butler Merwanjee Forex Private Limited 51
Garban-Intercapital IL Limited 51
Indonesia PT Garban-Intercapital Polyforex 60
Japan Garban Totan Securities Co. Limited 60
The Netherlands Garban Holdings (Nederland) B.V. 100
New Zealand Fixed Interest Securities (NZ) Ltd 80
Poland Garban (Poland) Sp. Zo.o. (note 1) 100
Singapore ICAP Nittan Pte Limited 100
Intercapital Commodity Swaps Pte Ltd 100
South Africa FCB-Harlow Butler Pty Limited 62.4
Principal Subsidiaries, Joint Ventures and Associates ICAP plc  Annual Report 2002
61
(a) Principal subsidiary undertakings continued
Country of incorporation (companies in alphabetical order) % held
USA Garban Capital Markets LLC 100
Garban Corporates 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 USA and the UK.
The principal activity of Garban Information Systems Limited, Garban Information Systems (Americas) LLC and Garban Information Systems (AP) Limited
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 these companies is 31 December. All other principal subsidiaries have a 31 March year end.
2 Harlow Butler (Bahrain) W.L.L. is treated as a subsidiary because the Group exercises control over the company, as the majority
shareholder takes no part in the management of the company.
(b)Joint ventures
Country of incorporation (companies in alphabetical order) % held Principal activity
England TFS-ICAP Limited 45 Derivatives and money broking
Mexico S.I.F. Garban-Intercapital Mexico S.A. de CV 50 Derivatives and money broking
USA Garban Giorgio Equity Trading LLC 25 Securities broking
USA Hartfield, Titus & Donnelly LLC 33 Securities broking
USA TFS-ICAP LLC 45 Derivatives and money broking
(c) Associated undertakings
Country of incorporation % held Principal activity
Japan TIU Derivatives Co. Limited 22.50 Derivatives broking
Singapore Nittan AP (Singapore) Private Limited 24.54 Moneybroking
Spain Corretaje e Informacion Monetaria y de Divisas SA 25.20 Money and securities broking
Sweden TriOptima AB 30.00 Electronic trading
USA Blackbird Holdings Inc 19.00* Electronic trading
* Treated as an associate because the Group holds 31% of the voting rights
All joint ventures and associated undertakings are held indirectly. 62
ICAP plc  Annual Report 2002
Information for Shareholders
Shareholders
Balance Analysis Summary
% of
issued share
Balance at capital at
31 March 31 March
Range No. of holdings % of holdings 2002 2002
1 – 1,000 10,574 92.58 1,394,672 1.39
1,001 – 5,000 495 4.33 1,069,714 1.07
5,001 – 10,000 92 0.81 658,432 0.66
10,001 – 500,000 226 1.98 17,211,971 17.14
500,001 – 1,000,000 11 0.10 7,886,868 7.85
1,000,001 + 23 0.20 72,192,434 71.89
Total 11,421 100.00 100,414,091 100.00
Holder Analysis Summary
% of
issued share
Balance at capital at
31 March 31 March
Range No. of holdings % of holdings 2002 2002
Individuals 10,070 88.17 6,239,965 6.24
Insurance Companies 5 0.04 191,166 0.19
Nominee Companies 1,164 10.20 66,058,727 65.78
Other Limited Companies 125 1.09 2,677,799 2.66
Other Corporations 49 0.43 25,190,874 25.08
Public Limited Companies 8 0.07 55,560 0.05
Total 11,421 100.00 100,414,091 100.00
At 31 March 2002, the Company had 11,421 registered holders with a total of 100,414,091 ordinary shares of 50 pence each.
Dividend payment
It is intended that the final dividend will be paid on Friday 30 August 2002 to shareholders on the register on Friday 2 August 2002. Shares will trade
ex-dividend on the London Stock Exchange from Wednesday 31 July 2002.
Future dividends will normally be paid as follows:
Interim Declared in November and paid in February
Final Approved by shareholders at the AGM in July and paid in August
Results
The unaudited results of the Company in respect of the six months to 30 September 2002 are expected to be published in late November 2002.
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
——————— x 100 = 3.29%
21.7 + 638 ICAP plc  Annual Report 2002
63
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. Stamp duty is not normally payable if there is no money or other consideration changing hands in exchange for the shares.
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 64
ICAP plc  Annual Report 2002
Notice of Annual General Meeting
Notice is hereby given that the fourth 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, 17 July 2002.
Ordinary business
1 To receive the Financial Statements for the year ended 31 March 2002, together with the reports of the directors and auditors thereon.
2 To receive the Remuneration Committee Report.
3 To declare a final dividend of 18 pence per ordinary share, payable to shareholders on the register at 2 August 2002.
4 To re-elect Charles Gregson as a director of the Company.
5 To re-elect Stephen McDermott as a director of the Company.
6 To re-elect William Nabarro as a director of the Company.
7 To re-elect Jim Pettigrew as a director of the Company.
8 To re-elect Paul Zuckerman as a director of the Company.
9 To reappoint PricewaterhouseCoopers 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 10, 13 and 14 will be proposed as Ordinary Resolutions and
numbers 11 and 12 will be proposed as Special Resolutions:
Ordinary Resolution
10 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 from time to time, 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 £16,744,015, 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
11 That subject to the passing of resolution 10 above and in accordance with Article 10.3 of the Company’s Articles of Association from time to time, 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 10 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 £2,510,352;
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 conferred hereby had not expired.
12 That the Company be and is hereby generally and unconditionally 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 10,046,409;
(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; ICAP plc  Annual Report 2002
65
(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
13 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 2003. 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.
14 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 2003. 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.
By order of the board
E.C. Pank Registered Office
Company Secretary Park House
16 Finsbury Circus
28 May 2002 London EC2M 7UR
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, 
15 July 2002, (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 15 July 2002 (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 14 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, 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. 66
ICAP plc  Annual Report 2002
Contact Information 
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: 42 02 22 51 8062
Fax: 42 02 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-Intercapital Securities Deutschland
GmbH
Stephanstrasse 3
60313 Frankfurt am Main
Germany
Tel: 49 69 13 00 9
Fax: 49 69 29 03 94
Garban (Poland) Sp.Zo.o.
Sienna Center
7th Floor
ul. Sienna 73
00-833 Warsaw
Poland
Tel: 48 22 820 3838
Fax: 48 22 820 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
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
3/F Surrey House
35 Rissik Street
Johannesburg 2001
South Africa
Tel: 27 11 834 6941
Fax: 27 11 836 7052
Middle East
Harlow Butler (Bahrain) WLL
Yateem Center
3rd Floor Phase 1
PO Box 5488
Manama
State of Bahrain
Tel: 973 225 100
Fax: 973 225 304
Americas
First Brokers Securites Inc
40 Rector Street
18th Floor
New York, NY 10006
USA
Tel: 1 212 513 4458
Fax: 1 212 513 4487
Garban Corporates LLC
560 Washington Street
4th Floor
New York, NY 10014
USA
Tel: 1 212 341 9900
Fax: 1 212 341 9599
Garban LLC
560 Washington Street
4th Floor
New York, NY 10014
USA
Tel: 1 212 341 9900
Fax: 1 212 341 9599
Garban Capital Markets LLC
560 Washington Street
4th Floor
New York, NY 10014
USA
Tel: 1 212 341 9900
Fax: 1 212 341 9599
Harlows LLC
101 Hudson Street
Jersey City, NJ 07302
USA
Tel: 1 201 557 5000
Fax: 1 201 557 5901
ICAP Electronic Broking
560 Washington Street
4th Floor
New York, NY 10014
USA
Tel: 1 212 341 9900
Fax: 1 212 341 9599
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 6772 ICAP plc  Annual Report 2002
67
Asia Pacific
ICAP Australia Pty Ltd
Level 9
9 Castlereagh Street
Sydney
NSW 2000
Australia
Tel: 61 2 9231 4633
Fax: 61 2 9233 7061
ICAP (Hong Kong) Ltd
Rooms 3505-8
Two Exchange Square
Central
Hong Kong
China
Tel: 852 2532 0888
Fax: 852 2596 0038
PT Garban-Intercapital Polyforex
Plaza 89 12th Floor
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 22 282 1200
Fax: 91 22 285 5753
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
7/F Sakura Muromachi Bldg
5-1 Nihonbashi Muromachi 4-Chome
Chuo-ku
Tokyo 103-0022
Japan
Tel: 813 5200 2007
Fax: 813 5200 2091
Fixed Interest Securities (NZ) Ltd
Level 6
107 Customhouse Quay
Wellington
New Zealand
Tel: 64 4 499 0009
Fax: 64 4 499 0074
ICAP Nittan Pte Ltd
6 Battery Road
#41-01 Standard Chartered Building
Singapore 049909
Tel: 65 329 9126
Fax: 65 324 1783
Intercapital Commodity Swaps Pte Ltd
10 Anson Road #22-07
International Plaza
Singapore 079903
Tel: 65 682 2 8877
Fax: 65 682 2 8928
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 68
ICAP plc  Annual Report 2002
Definitions
In this Annual Report the following words shall have the meanings set out below:
“Blackbird” Blackbird Holdings Inc
“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 USA
“Down spread bet A down spread bet and a short contract for differences are each arrangements whereby on closure the participant 
and short contract will be entitled to receive a payment calculated as the amount of the bet multiplied by the number of pence by 
for differences” 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 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
“Garban” Garban plc, which changed its name to Garban-Intercapital plc on 9 September 1999 and then to ICAP plc on 
25 July 2001
“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
“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
Additionally, references to the Group’s business in Europe should be construed so as to include the Group’s business in South Africa. 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.
Designed and produced by Best & Co., London. Printed by Park Communications Limited. ICAP plc
Park House
16 Finsbury Circus
London EC2M 7UR
United Kingdom
Telephone 44 20 7638 7592
Facsimile  44 20 7374 6743
e-mail investors@icap.com