##### Table of Contents



As filed with the Securities and Exchange Commission on June 16, 2003

---

SECURITIES AND EXCHANGE COMMISSION  Washington, DC 20549




---

FORM 20-F


---

|           |  |                                                                                                                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(MARK ONE) |  |                                                                                                                                                                                             
|o          |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)                                                                             
|          
|           |  | OR                                                                                                                                                                                          
|          
|x          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 14, 2002(NO FEE REQUIRED)                                           
|          
|           |  | OR                                                                                                                                                                                          
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                          TO                        (NO FEE
REQUIRED)

Commission file numbers 333-100102; 333-100102-01; 333-100102-02

Barclaycard Funding PLC(Exact name of Registrant as specified in its charters)England and Wales(State or other jurisdiction of incorporation or organization)54 Lombard Street
London EC3P 3AH
United Kingdom
44-(0)207-699-5000(Address of Principal Executive Offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

|               |  |                                          
|-------------- |  | -----------------------------------------
|Title of Class |  | Name of Each Exchange on Which Registered
|               |  |                                          
|None           |  | None                                     

Securities registered or to be registered pursuant to Section 12(g) of the Act:  None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

|                             |  |                                          
|---------------------------- |  | -----------------------------------------
|Title of Class               |  | Name of Each Exchange on Which Registered
|                             |  |                                          
|Medium Term Note Certificate |  | None                                     



---

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.

|       |  |      
|------ |  | -----
|Yes  x |  | No  o

Indicate by check mark which financial statement item the registrant has
elected to follow.

|           |  |            |  |                                                    
|---------- |  | ---------- |  | ---------------------------------------------------
|Item 17  o |  | Item 18  x |  | Incorporated by Reference to filings on Form 6-K  o





---

TABLE OF CONTENTS



|                                                                                      |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|Item 1. Identity of Directors, Senior Management and Advisers                        
|Item 2. Offer Statistics and Expected Timetable                                      
|Item 3. Key Information                                                              
|Item 4. Information on the Company                                                   
|Item 5. Operating and Financial Review and Prospects                                 
|Item 6. Directors, Senior Management and Employees                                   
|Item 7. Major Shareholders and Related Party Transactions                            
|Item 8. Financial Information                                                        
|Item 9. Offer and Listing Details                                                    
|Item 10. Additional Information                                                      
|Item 11. Quantitative and Qualitative Disclosures About Market Risk                  
|Item 12. Description of Securities Other than Equity Securities                      
|Item 13. Defaults, Dividend Arrearages and Delinquencies                             
|Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
|Item 15. Controls and Procedures                                                     
|Item 16A. Audit Committee Financial Expert                                           
|Item 16B. Code of Ethics                                                             
|Item 16C. Principal Accountant Fees and Services                                     
|Item 17. Financial Statements                                                        
|Item 18. Financial Statements                                                        
|Item 19. Exhibits                                                                    
|SIGNATURES                                                                           
|Report of Independent Accountants                                                    
|NOTES TO THE FINANCIAL STATEMENTS                                                    
|Index to Exhibits                                                                    
|Exhibit 99.1                                                                         
|Exhibit 99.2                                                                         



---



##### Table of Contents



TABLE OF CONTENTS

|                  |  |                                                                              |  |  |    |      |  | 
|----------------- |  | ---------------------------------------------------------------------------- |  |  | -- | ---- |  | 
|                  |  |                                                                              |  |  |    | Page
|                  |  |                                                                              |  |  |    |     
|Item 1.           |  | Identity of Directors, Senior Management and Advisers                        |  |  | 2  |     
|Item 2.           |  | Offer Statistics and Expected Timetable                                      |  |  | 2  |     
|Item 3.           |  | Key Information                                                              |  |  | 2  |     
|Item 4.           |  | Information on the Company                                                   |  |  | 6  |     
|Item 5.           |  | Operating and Financial Review and Prospects                                 |  |  | 7  |     
|Item 6.           |  | Directors, Senior Management and Employees                                   |  |  | 12 |     
|Item 7.           |  | Major Shareholders and Related Party Transactions                            |  |  | 12 |     
|Item 8.           |  | Financial Information                                                        |  |  | 13 |     
|Item 9.           |  | Offer and Listing Details                                                    |  |  | 13 |     
|Item 10.          |  | Additional Information                                                       |  |  | 13 |     
|Item 11.          |  | Quantitative and Qualitative Disclosures About Market Risk                   |  |  | 16 |     
|Item 12.          |  | Description of Securities Other than Equity Securities                       |  |  | 16 |     
|Item 13.          |  | Defaults, Dividend Arrearages and Delinquencies                              |  |  | 16 |     
|Item 14.          |  | Material Modifications to the Rights of Security Holders and Use of Proceeds |  |  | 16 |     
|Item 15.          |  | Controls and Procedures                                                      |  |  | 16 |     
|Item 16A.         |  | Audit Committee Financial Expert                                             |  |  | 16 |     
|Item 16B.         |  | Code of Ethics                                                               |  |  | 16 |     
|Item 16C.         |  | Principal Accountant Fees and Services                                       |  |  | 16 |     
|Item 17.          |  | Financial Statements                                                         |  |  | 16 |     
|Item 18.          |  | Financial Statements                                                         |  |  | 16 |     
|Item 19.          |  | Exhibits                                                                     |  |  | 16 |     
|Index to Exhibits |  |                                                                              |  | 



---



##### Table of Contents



This Annual Report on Form 20-F relates to the Series 02-1 Medium Term
Note Certificate, issued pursuant to a security trust and cash management deed
dated November 23, 1999, as supplemented by the Series 02-1 MTN Supplement dated
October 24, 2002, between Barclaycard Funding PLC, as MTN issuer (the MTN
Issuer) and The Bank of New York, as security trustee (the Security
Trustee).

Capitalized terms used herein and not defined have the same meaning
ascribed to such terms in the Registration Statement for the Notes.

The information required for some items in Form 20-F is not applicable
to the MTN Issuer.

Presentation of Financial and Certain Other Information

Unless otherwise indicated or otherwise required by the context, all
references throughout this document to £, pounds, sterling or pounds
sterling are to the lawful currency of the United Kingdom of Great Britain and
Northern Ireland. References in this document to U.S.$,
$, U.S. dollars or
dollars are to the lawful currency of the United States of America.

The MTN Issuer maintains its accounting records and prepares its statutory
accounts in accordance with generally accepted accounting principles in the
United States, or U.S. GAAP. The MTN Issuers audited financial statements as
of December 14, 2001 and 2002 and for the years ended December 14, 2000, 2001
and 2002, and, unless otherwise indicated, other financial information in this
Form 20-F, have been prepared in accordance with U.S. GAAP, and in pounds,
which is the MTN Issuers operating currency.

Certain numerical figures included in the Form 20-F have been subject to
rounding adjustments; accordingly, numerical figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures which precede them.



---

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE UNITED
STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. This Annual Report on
Form 20-F contains certain forward looking statements as defined in section 27A
of the Securities Act and in section 21E of the United States Securities
Exchange Act of 1934. These forward looking statements are accompanied by, and
should be read in conjunction with, an explanation of factors that could cause
actual results to differ materially from those expressed as such forward
looking statements. By their nature, forward looking statements involve risk
and uncertainty, and the factors described in the context of such forward
looking statements and other factors referred to in this Annual Report on Form
20-F, particularly in Item 4. Information on the Company and Item 5.
Operating and Financial Review and Prospects, could cause actual results and
developments to differ materially from those expressed in or implied by such
forward looking statements. The MTN Issuer is claiming the benefits of the
safe harbor provisions referred to above.



---

The MTN Issuers registered office is located at 54 Lombard Street, London
EC3P 3AH, England.

-1-



---



##### Table of Contents



PART I




Item 1.   Identity of Directors, Senior Management and Advisers

Not applicable.




Item 2.   Offer Statistics and Expected Timetable

Not applicable.




Item 3.   Key Information

Selected Financial Data

The following table presents selected financial data as of and for each of
the four years in the period ended December 14, 2002. The selected financial
data presented below should be read in conjunction with our financial
statements and related notes thereto included in this Form 20-F. The financial
statements have been prepared in accordance with U.S. GAAP.

The following are selected financial statistics in relation to the MTN
Issuer:

|                                                                       |  |                             |             |      |  |      |             |       |  |  |             |   |  |  |             |  
|---------------------------------------------------------------------- |  | --------------------------- | ----------- | ---- |  | ---- | ----------- | ----- |  |  | ----------- | - |  |  | ----------- | -
|                                                                       |  | 2002                        |             | 2001 |  | 2000 |             | 1999*
|                                                                       |  |                             |             |      |  |      |             |      
|                                                                       |  | (£, except for
percentages)
|Net income                                                             |  |                             | 16,717      |      |  |      | 7,713       |       |  |  | 6,712       |   |  |  | 2,986       |  
|Shareholders equity                                                   |  |                             | 34,128      |      |  |      | 29,911      |       |  |  | 22,198      |   |  |  | 15,486      |  
|Average shareholders equity                                           |  |                             | 32,020      |      |  |      | 26,055      |       |  |  | 18,842      |   |  |  | 7,743       |  
|Total assets                                                           |  |                             | 169,626     |      |  |      | 691,244,222 |       |  |  | 674,654,273 |   |  |  | 615,423,828 |  
|Average total assets                                                   |  |                             | 345,706,924 |      |  |      | 682,949,248 |       |  |  | 645,039,051 |   |  |  | 307,711,914 |  
|Net Income as a percentage of:                                         |  |                             |             |      |  |      |             |       |  |  |             |   |  |  |             |  
| Average total assets                                                 |  |                             | 0.005       | %    |  |      | 0.001       | %     |  |  | 0.001       | % |  |  | 0.001       | %
| Average shareholders equity                                         |  |                             | 52          | %    |  |      | 30          | %     |  |  | 36          | % |  |  | 39          | %
| Average shareholders equity as a
percentage of average total assets |  |                             | 0.009       | %    |  |      | 0.004       | %     |  |  | 0.003       | % |  |  | 0.003       | %

---

|* |  | There were no operating activities before 1999
|- |  | ----------------------------------------------

The ratio of earnings to fixed charges for the MTN Issuer is as follows:
(a) for the year ended December 14, 2002, 292.50%; (b) for the year ended
December 14, 2001, 147.11%; (c) for the year ended December 14, 2000, 220.79%;
(d) for the year ended December 14, 1999, 377.02%.

Exchange Rate Information

The translations of pounds into dollars have been made at the rate of
0.6107, which is the closing price on June 2, 2003 for the dollar/sterling
exchange rate as displayed on the Bloomberg Service under USDGBP Currency HP.
Using this rate does not mean that pound sterling amounts actually represent
those U.S. dollar amounts or could be converted into U.S. dollars at that rate.

-2-



---



##### Table of Contents



The following table sets forth the history of the dollar/sterling exchange
rates for the five most recent years.

Dollar/Sterling Exchange Rate History(1)

|            |  |                        |        |      |  |      |        |      |  |      |        |  |  |  |        |  |  |  |        | 
|----------- |  | ---------------------- | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------ |  |  |  | ------ |  |  |  | ------ | 
|            |  | Year ended December 31
|            |  |                       
|            |  | 2002                   |        | 2001 |  | 2000 |        | 1999 |  | 1998
|            |  |                        |        |      |  |      |        |      |  |     
|Last (2)    |  |                        | 0.6209 |      |  |      | 0.6875 |      |  |      | 0.6698 |  |  |  | 0.6180 |  |  |  | 0.6025 | 
|Average (3) |  |                        | 0.6661 |      |  |      | 0.6943 |      |  |      | 0.6609 |  |  |  | 0.6183 |  |  |  | 0.6035 | 
|High        |  |                        | 0.7101 |      |  |      | 0.7282 |      |  |      | 0.7153 |  |  |  | 0.6451 |  |  |  | 0.6200 | 
|Low         |  |                        | 0.6209 |      |  |      | 0.6650 |      |  |      | 0.6047 |  |  |  | 0.5972 |  |  |  | 0.5843 | 

---

|Notes
|-----
|(1)  
|(2)  
|(3)  

The following table sets forth the high and low exchange rates
between the pound and the dollar, expressed in pounds per dollar, for
each of the months in the five month period ended May 31, 2003.

Pounds Sterling Per Dollar

|                           |  |                     |        |     |  |  |        | 
|-------------------------- |  | ------------------- | ------ | --- |  |  | ------ | 
|Month                      |  | High                |        | Low
|                           |  |                     |        |    
|                           |  | (pounds per dollar)
|January 2003               |  |                     | 0.6067 |     |  |  | 0.6260 | 
|February 2003              |  |                     | 0.6068 |     |  |  | 0.6358 | 
|March 2003                 |  |                     | 0.6200 |     |  |  | 0.6400 | 
|April 2003                 |  |                     | 0.6250 |     |  |  | 0.6451 | 
|May 2003                   |  |                     | 0.6066 |     |  |  | 0.6277 | 
|June 2003 (through June 6) |  |                     | 0.6016 |     |  |  | 0.6143 | 

Capitalization and Indebtedness

Not applicable.

Reasons for the Offer and Use of Proceeds

Not applicable.

-3-



---



##### Table of Contents



Risk Factors

Grouping of the MTN Issuer with Barclays for Tax Purposes Could Jeopardize the
Bankruptcy Remote Status of the MTN Issuer

Notwithstanding the steps that have been and may be taken to ensure that
the insolvency of the MTN Issuer will be remote, the MTN Issuer is included in
the Barclays Group registration for VAT purposes. As a company included in that
group registration, broadly, it will be liable, on a joint and several basis
with all other companies in the VAT group registration, for the VAT liability
of the representative member of the VAT group  Barclays Bank PLC  arising

only during the MTN Issuers period of membership. Accordingly, these secondary
liabilities for VAT could increase the likelihood of the MTN Issuer's
insolvency. In addition, there are provisions in the UK tax code that are
designed to enable the UK Inland Revenue to collect corporation tax from one
member of a group where another member of the group has failed to discharge
certain taxes due and payable by it within a specified time period.

If the MTN Issuer were required to pay any VAT due from the representative
member of the Barclays VAT group or to become liable for corporation tax
liabilities of another member in the Barclays Group, which the MTN
Issuer were
unable to meet, the UK HM Customs Excise or Inland Revenue could seek to put
the MTN Issuer into insolvency.

Issuance of Additional Series May Adversely Affect Your Rights

The MTN
Issuer has issued one previous series, which
was repaid in November 2002, and may
issue additional series of medium term notes or certificates in connection with
the issuance of other series of investor certificates. The holder of the medium
term notes or certificates of each series  including the issuer  may
require the MTN Issuer, as investor beneficiary, to take action or direct
actions to be taken under the declaration of trust and trust cash management
agreement or a supplement. However, the consent or approval of holders of a
percentage of the total principal balance of the medium term notes or
certificates of all series might be necessary to require or direct those
actions. These actions include terminating the appointment of the servicer
under the beneficiaries servicing agreement or the trust cash manager under the
declaration of trust and trust cash management agreement. Thus, the holder of
any new series of medium term notes or certificates will have voting rights
that will reduce the percentage interest of the issuer as holder of the series
02-1 medium term note certificate. Holders of medium term notes or certificates
of other series  or persons with the power to direct their actions  may
have interests that do not coincide with the interests of the issuer  or the
persons with the power to direct the issuer. This may restrict your ability
ultimately to direct the MTN Issuer to take the actions referred to above.

Insolvency of the MTN Issuer Could Cause an Early Redemption of Our Outstanding
MTN Certificates or a Loss on Our Outstanding MTN Certificates

The ability of the MTN Issuer to meet its obligations under the medium
term note certificates and the receivables securitization agreement and the
declaration of trust and trust cash management agreement will depend upon its
continued solvency.

-4-



---



##### Table of Contents



A company that has assets in the United Kingdom will be insolvent if its
liabilities exceed its assets or if it is unable to pay its debts as they fall
due. The MTN Issuer has been structured so that the likelihood of its becoming
insolvent is remote. This entity will be contractually restricted from
undertaking any business other than in connection with the financings described
in this prospectus. It will be expressly prohibited from incurring any
additional indebtedness, having any employees, owning any premises and
establishing or acquiring any subsidiaries. Contractual provisions will be
contained in each of the agreements other than the notes, to which the MTN
Issuer entities is a party which will prohibit the other parties to those
agreements from taking any actions against the MTN Issuer that might lead to
its insolvency. Together, these provisions help ensure that the likelihood of
becoming insolvent or bankrupt is remote. Notwithstanding these actions, it is
still possible that the MTN Issuer could become insolvent.

Competition in the UK Credit Card Industry Could Lead to Early Redemption of
Our Outstanding MTN Certificates

The credit and charge card industry in the United Kingdom is highly
competitive. There is increased competitive use of advertising, target
marketing and pricing competition in interest rates and cardholder fees as both
traditional and new card issuers seek to expand or enter the UK market and
compete for customers.

New card issuers may rely on customer loyalty and may have particular ways
of reaching and attracting customers. For example, major supermarket retailers
are promoting the use of their own cards through extensive in-store campaigns
and low introductory interest rates. Also, in the past few years a number of
new card issuers from the United States have entered the UK market and have
sought to build market share primarily through aggressive pricing. As a result
of this competition, certain competitors offer cards to selected customers at
lower interest rates than those offered by Barclaycard.

Social, Legal, Political and Economic Factors Affect Card Payments and Are
Unpredictable

Changes in card use, payment patterns, amounts of yield on the card
portfolio generally and the rate of defaults by cardholders may result from a
variety of social, legal, political and economic factors in the United Kingdom.
Social factors include changes in public confidence levels, attitudes toward
incurring debt and perception of the use of credit and charge cards. Economic
factors include the rate of inflation, the unemployment rate and relative
interest rates offered for various types of loans. Political factors include
lobbying from interest groups, such as consumers and retailers, and government
initiatives in consumer and related affairs. We are unable to determine and
have no basis on which to predict accurately whether, or to what extent,
social, legal, political or economic factors will affect the future use of
credit, default rates, the yield on the card portfolio generally or cardholder
repayment patterns.

If Cardholders Are Concentrated in a Geographic Region,
Economic Downturn in that Region May Adversely Affect Collections of
Receivables

If the receivables trust has a high concentration of receivables from
cardholders located in a single region, an economic downturn in that region may
have a magnified adverse effect on the receivables trust because of that
concentration. This prospectus contains a

-5-



---



##### Table of Contents



geographic breakdown of accounts and the amount of receivables generated
in the regions of the United Kingdom.

As determined from postcode information for the location of cardholders as
of December 31, 2002, the three largest concentrations of cardholders as at
December 31, 2002 were London representing 18.9 per cent. of total outstanding
balances, the South East of England with 16.8 per cent. of total outstanding
balances and the East of England with 11.8 per cent. of total outstanding
balances. No other region currently accounts for more than 10 per cent. of the
outstanding balance of the receivables. These concentration levels may change
in the future.

Adoption of the Euro by the United Kingdom Would Have Uncertain Effects on Our
Outstanding MTN Certificates

Before
the medium term note certificates have matured, the euro could become the lawful currency
of the United Kingdom. If that were to happen, all amounts payable on the
medium term note certificates  including the sterling payments owed to the
swap counterparty on the swap agreements but not any dollar payments made by
the swap counterparty to the issuer  may become payable in euro. If the
medium term note certificates are outstanding when the euro becomes the lawful
currency of the United Kingdom, we intend to make payments on the medium term
note certificates and the swap agreements according to the then market practice
of payment on debts or, as the case may be, swaps. We are uncertain what
effect, if any, the adoption of the euro by the United Kingdom may have on us.




Item 4.   Information on the Company

History and Development of the Company

The MTN Issuer is Barclaycard Funding PLC. It was formed in England and
Wales on August 13, 1990 as Barshelfco (No. 28) Limited, with registered number
2530163, as a company with limited liability under the Companies Acts 1985 and
1989, which is the primary legislation under which the MTN Issuer operates. It
reregistered as a public limited company and changed its name to Barclaycard
Funding PLC on October 19, 1999.

Business Overview

The MTN Issuer was formed principally to issue medium term notes or
certificates form time to time in series; enter into the financial arrangements
to issue the medium term notes or certificates; purchase series of investor
certificates from time to time representing a beneficial interest in the
receivables trust and enter into documents and exercise its powers connected to
the foregoing. The MTN Issuer has not engaged in any activities other than the above since its
incorporation.

Organizational Structure

Barclays Bank PLC holds 75% of the issued share capital of the MTN Issuer,
representing 51% of the issued voting share capital and a 49% entitlement to
distributable profits. The remaining share capital is held by Structured
Finance Management Limited on trust for charitable purposes.

-6-



---



##### Table of Contents



Property, Plant and Equipment

The property of the MTN Issuer consists of the Investor Certificate
representing a beneficial interest in Series 02-1 of the receivables trust.
Aside from the Investor Certificate, we do not own, lease, or otherwise occupy
any property.

Legal Proceedings

There are no, nor since the MTN Issuers incorporation on August 13, 1990
have there been any, legal or arbitration proceedings, including any
proceedings that are pending or threatened of which the MTN Issuer is aware,
which may have, or have had in the recent past, covering at least the previous
12 months, a significant effect on the MTN Issuers financial position.




Item 5.   Operating and Financial Review and Prospects

Critical Accounting Policies

We prepare our financial statements in accordance with U.S. GAAP and in
pounds sterling, the currency of the United Kingdom, which is our operating
currency.

For a summary of all of our significant accounting policies, including the
critical accounting policies discussed below, see note 2, Summary of
Significant Accounting Policies, to our financial statements.

(a)   Derivatives

The Group enters into cross-currency swaps, which are specifically used by
the Group to minimize currency risk associated with any financing activities
denominated in United States Dollars (USD). During the year ending
December 14, 2002, the Group held a cross-currency swap. Although this instrument was a
hedge from an economic perspective, it did not qualify for hedge accounting
under SFAS No. 133 due to the lack of documentation requirements under SFAS No.
133. The derivative was recorded on the balance sheet at fair value with
changes reflected in the income statement. The derivative was transacted
simultaneously with the purchase or issuance of the underlying funding
instrument. The derivative was not held for trading purposes.

Fair values have been estimated using quoted marked prices where
available. Where no ready markets exist and hence quoted market prices are not
available, appropriate techniques are used to estimate fair values which take
account of the characteristics of the instruments, including the expected
future cash flows, market interest rates and prices available for similar
instruments. There were no instruments in the MTN Issuer for which quoted
market prices were used to estimate fair value. The instruments are valued on a
discounted cash flow basis.

(b)   Derecognition of financial assets

Where Barclaycard Funding PLC is a transferor
of financial assets to an SPE, the assets sold are derecognized and the SPE is not
consolidated on its balance sheet when the assets are: (1) legally isolated
from the Companys creditors, (2) the accounting criteria for a sale
are met, and (3) the SPE is a qualifying special-purpose entity (QSPE) under
SFAS 140. When an SPE does not meet the formal definition of a
QSPE, the decision whether or not to consolidate

-7-



---



##### Table of Contents



depends on the applicable accounting principles for non-QSPEs,
including a determination regarding the nature and amount of investment
made by third parties in the SPE.

Operating Results

The MTN Issuer was formed principally to issue medium term notes or
certificates in series (and to enter into the financial arrangements for such
issue) and to purchase series of investor certificates from time to time
representing a beneficial interest in the receivables trust (and to enter into
documentation and exercise powers in relation to such issue and purchase). The
MTN Issuer has not engaged in any activities since its incorporation other than
the above.

Unless otherwise specified, the selected financial statistics and the
results presented and discussed below in relation to the MTN Issuer are
presented on a consolidated basis under US GAAP. The MTN Issuer had no
operations prior to the issuance of the series 99-1 medium term notes in
November 1999, and accordingly, all selected financial statistics and results
presented and discussed below are from this date.

The earnings on its interest in the receivables trust property, the
interest costs of the issued term advances it pays pursuant to
the series 02-1 medium term note certificate and the related operating expenses are the
principal components of the MTN Issuers results of operations. The income
generated on its interest in the trust property will be used to pay interest
and repay principal on the series 02-1 medium term note certificate.

For the £643,624,895 series 02-1 limited
recourse medium term note certificate, following the accumulation period of
principal collections due in 2009, the MTN Issuer will
pass the amounts received on repayment of its share of the investor interests
in respect of series 02-1 from the receivables trustee to the
issuer of the 02-1 series respectively.

In the periods up until 2009, the MTN Issuer passes
amounts received from the receivable trustee in connection with the investor
interest to the series 02-1 issuer, the rate
of return on which is at a variable rate of interest, as outlined below. The
payment of interest and repayment of principal on the advance to the investor
certificates is dependent upon payment of interest and repayment of principal
due under the credit card receivables held pursuant to the receivables trust,
and is therefore subject to the risk of non-payment of the credit card
receivables. Certain events could alter the exposure and change the payment
profile or any other financial positions including the rapid amortization
period as triggered by a pay-out event.

-8-



---



##### Table of Contents



The £643,624,895 series 02-1 medium term note certificate has the
following interest rates:



| |  | for the first interest period from October 24 to December 15, 2002,
the interest rate applicable was an interpolation between one and two
month LIBOR plus 0.19345%.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | for the second interest period, from December 15, 2002 to January 15,
2003, the interest rate applicable was one month LIBOR plus 0.19345%.                         
| 
| |  | for the third and subsequent monthly interest periods, the interest
rate applicable is three month LIBOR plus 0.19345%.                                             

The trend in payments passed from the MTN Issuer to the relevant issuers
in relation to the series 99-1 medium term notes and the series 02-1 medium term note certificates and subsequent issuances are related to
fluctuations in LIBOR.

Derivatives are held for non-trading purposes. On the redemption of the
series 99-1 notes, a realized loss on maturity of cross currency derivatives of
£54,583,230 was offset by the foreign exchange fluctuations on the series 99-1
intercompany note.

Recent Accounting Developments

1.   Guarantor Accounting and Disclosures

In November 2002, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements
for Guarantees, including Indirect Guarantees of Indebtedness of Others. This
interpretation elaborates on the disclosures to be made by the guarantor about
its obligations under certain guarantees that it has issued effective for
financial statements for periods ending after December 15, 2002. This
interpretation also clarifies that a guarantor is required to recognize, at the
inception of the guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee

-9-



---



##### Table of Contents



effective as of January 1, 2003. Management does not expect the adoption
of this interpretation to have a material effect on the MTN Issuers financial
position or results of operations.

The MTN Issuer is a participant in a Group banking arrangement under which
all surplus cash balances are held as collateral for bank facilities advanced
to Group members. In addition, the MTN Issuer has issued an unlimited guarantee
to the bank to support these Group facilities. As at December 14, 2002 this
surplus cash balance amounted to £160,280 (14 December 2001: £3,353,064).

2.   Consolidation of Variable Interest Entities

In January 2003, the FASB issued FASB Interpretation No. 46 Consolidation
of Variable Interest Entities  An Interpretation of ARB No. 51 (FIN 46).
This pronouncement modifies the framework for determining consolidation of
certain entities that meet the definition of a variable interest entity
(VIE). This is met where the entity either does not have sufficient equity of
the appropriate nature to support its expected losses, or its equity investors
lack certain characteristics which would be expected to be present within a
controlling financial interest. Entities which do not meet this definition
would continue to apply the voting interest model.

The provisions of FIN 46 are immediately effective for VIEs created after
January 31, 2003. The standard must be applied to all entities beginning in the
first fiscal year after June 15, 2003. Management does not expect the adoption
of this interpretation to have a material effect on the Groups financial
position or results of operations.

FIN 46 requires transitional disclosure which includes the maximum risk of
loss an entity can incur in relation to VIEs that it has a significant interest
in. The maximum exposure to loss represents a worst case scenario in the
event that all such vehicles simultaneously fail. It does not provide an
indication of ongoing exposure which is managed within the companys risk
management framework.

The variable interest entities that the group is involved with, provide
financing to the company via the issuance of asset backed debt. The proceeds of
the debt issuance from the series 99-1 issuer were used to purchase
intercompany notes. The group used the proceeds of the debt issuance from the
series 02-1 issuer to purchase beneficial interests
in pools of credit card receivables.

The proceeds of the series 99-1 notes were used by the 99-1 issuer to
purchase, respectively, corresponding series of medium term notes issued by the
MTN Issuer. The purchase was deemed a financing transaction between the two
parties and consequently the accounts of series 99-1 issuer were consolidated
into those of the MTN Issuer.

The proceeds of the series 02-1 notes were used by the 02-1 issuer to
purchase from the MTN Issuer one limited recourse medium term note certificate.
The structure of this transaction achieved QSPE status under US GAAP.

The total assets of these vehicles is £647,872,001, of which £23,283 is
already consolidated by the Group under US GAAP, and maximum exposure of loss
is £647,549,639.

-10-



---



##### Table of Contents



3.   Amendment of Statement 133 on Derivative Instruments and Hedging Activities

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. This Statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. This Statement is effective prospectively for contracts entered
into or modified after June 30, 2003 and prospectively for hedging
relationships designated after June 30, 2003. Management is still assessing whether
this statement will have a material effect on the MTN Issuers financial position
or results of operation.

4.   Accounting For Certain Financial Instruments with Characteristics of Both Liabilities and Equity

In May 2003, the FASB issued SFAS No. 150, Accounting For Certain
Financial Instruments with Characteristics of Both Liabilities and Equity. The
Statement improves the accounting for certain financial instruments that, under
previous guidance, issuers could account for as equity, and requires that these
instruments be classified as liabilities in statements of financial position.
This Statement is effective prospectively for financial instruments entered
into or modified after May 31, 2003 and otherwise is effective at the beginning
of the first interim period beginning after June 15, 2003. This statement shall
be implemented by reporting the cumulative effect of a change in an accounting
principle for financial instruments created before the issuance date of the
Statement and still existing at the beginning of the interim period of
adoption. Management is still assessing whether this statement will have a material effect
on the MTN Issuer's financial position or results of operation.

Liquidity and Capital Resources

Not applicable.

Research and Development, Patents and Licenses

None.

Trend Information

Not applicable.

Off-Balance Sheet Arrangements

Set forth below is the unaudited capitalization and indebtedness statement
of the MTN Issuer as at December 14, 2002 extracted without material adjustment
from its audited financial statements as at December 14, 2002.

|                                                                                                        |  |  |              | 
|------------------------------------------------------------------------------------------------------- |  |  | ------------ | 
|Share Capital                                                                                           |  |  |              | 
|Total authorized and issued share capital (being 37,500 A ordinary shares
and 12,500 B ordinary shares) |  |  | £50,000      | 
|Loan Note Certificate (issued 18 October 2002)                                                          |  |  |              | 
|£643,624,895 series 02-1 floating rate medium term note certificate due 2007                            |  |  | £643,624,895 | 
|                                                                                                        |  |  |              | 
|Total                                                                                                   |  |  | £643,674,895 | 
|                                                                                                        |  |  |              | 

---

|*  |  | In addition, the MTN Issuer has £16,900 in interest free bank debt as set
out in its audited financial statements at December 14, 2002.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|** |  | The Loan Note Certificate
described above has been derecognized in the
balance sheet of the MTN Issuer as at December 14, 2002.        

Where Barclaycard Funding PLC is a transferor of financial assets to an
SPE, the assets sold are derecognized and the SPE is not consolidated on its
balance sheet when the assets are: (1) legally isolated from the Companys
creditors, (2) the accounting criteria for a sale are met, and (3) the SPE is a
qualifying special-purpose entity (QSPE) under SFAS 140. When an SPE
does not meet the formal definition of a QSPE, the decision whether or not
to consolidate depends on the applicable accounting principles for non-QSPEs,
including a determination regarding the nature and amount of investment made by
third parties in the SPE.

Tabular Disclosure of Contractual Obligations

See Operating Results above.

Safe Harbor

Not applicable.

-11-



---



##### Table of Contents






Item 6.   Directors, Senior Management and Employees

Directors and Senior Management

The following table sets forth the directors of the MTN Issuer and their
business addresses. Because the MTN Issuer is organized as a special purpose
company and will be largely passive, it is expected that the directors of the
MTN Issuer in that capacity will participate in its management to a limited
extent.

|                                     |  |             |  |                                                 
|------------------------------------ |  | ----------- |  | ------------------------------------------------
|Name                                 |  | Nationality |  | Business Address                                
|                                     |  |             |  |                                                 
|Richard Francis Sommers              |  | British     |  | 1234 Pavilion Drive, Northampton NN4 7SG        
|Barcosec Limited                     |  | British     |  | 54 Lombard Street, London EC3P 3AH              
|Barometers Limited                   |  | British     |  | 54 Lombard Street, London EC3P 3AH              
|Timothy Gaffney
(alternate director) |  | British     |  | 1234 Pavilion Drive,
Northampton NN4 7SG        
|SFM Directors Limited                |  | British     |  | Blackwell House, Guildhall Yard, London EC2V 5AE

The directors of Barcosec Limited and Barometers Limited are Alison Bibby,
Patrick Gonsalves, Carolyn Ladd, Deirdre Parry, Geoffrey Smith, Simon Pordage,
Mark Edwards, Abbey Asubiaro and Sarah Waine. Their principal activities include
the provision of corporate secretarial services to the Barclays group. The
business addresses of the directors of Barcosec Limited and Barometers Limited
are 54 Lombard Street, London EC3P 3AH.

The directors of SFM Directors Limited are Jonathan Keighley, James Macdonald and Robert Berry. Their principal
activities include the provision of directors and corporate management services
to structured finance transactions as directors on the board of SFM Directors
Limited. The business address of the
directors of SFM Directors Limited is Blackwell House, Guildhall Yard, London EC2V 5AE.

Compensation

For the
year ended December 14, 2002, the aggregate compensation of the
directors of the MTN Issuer consisted of a nominal fee of £3,000.

Board Practices

There is no current provision to provide compensation to our directors
upon termination.

Audit and Compliance Committee

We do not have an audit and compliance committee. Our Board of Directors
functions as our audit committee as defined in the Sarbanes-Oxley Act 2002 and
performs all acts necessary under that legislation.

Employees

We do not have any employees.




Item 7.   Major Shareholders and Related Party Transactions

Barclays Bank PLC holds 75% of the issued share capital of the MTN Issuer,
representing 51% of the issued voting share capital and a 49% entitlement to
distributable profits. The remaining share capital is held by Structured
Finance Management Limited on trust for charitable purposes.

The MTN Issuer considers related parties to be entities which the MTN
Issuer can significantly influence or has an ownership interest in that allows
it influence to an extent that

-12-



---



##### Table of Contents



the other party might be prevented from fully
pursuing its own separate interests. Examples of related parties include
affiliates of the company; entities for which investments are accounted for by
the equity method of the MTN Issuer; trusts for the benefit of employees,
principal owners of the enterprise; its management; and members of the
immediate families of principal owners of the enterprise and its management.

Parties are considered to be related if one party, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, an enterprise.

The related party transactions of the MTN Issuer comprise some transfers
in relation to investor interest, derivative transactions, bank accounts and
loan arrangements. For more information on the MTN Issuers related party
transactions, please see note 8 to the financial statements.




Item 8.   Financial Information

The registrant incorporates by reference the following monthly Trust Cash
Managers Reports, filed on Form 6-K, which include all financial information
relating to the registrant that is relevant to Noteholders:

Monthly
Trust Cash Managers Reports for the monthly period ending November 30, 2002 and December 31, 2002.

For additional financial information, please see the section entitled
Item 18. Financial Statements.




Item 9.   Offer and Listing Details

The MTN certificate is not traded on any nationally recognized exchange in
the United States.




Item 10.   Additional Information

Share Capital

The MTN
Issuers authorized share capital is £50,000, divided into 37,500 A
ordinary shares of £1 each ( A shares ) and 12,500 B ordinary shares of £1
each ( B shares ).

Memorandum and Articles of Association

Objects and Purposes

Our articles of association and memorandum of association were adopted on
October 8, 1999, and state that our purpose is to carry on various types of
business and to act as an investment holding company and to coordinate the
business of any companies in which the MTN Issuer is for the time being
interested, and to acquire the whole of or any part of the stock, shares,
debentures, debenture stocks, bonds or other securities issued or guaranteed by
a body corporate constituted or carrying on business in any part of the world
or by any government, sovereign ruler, commissioners, public body or authority and to hold the same
as investments,

-13-



---



##### Table of Contents



and to sell, exchange, carry and dispose of the same, as well
as other activities relating to the above.

Conflict-of-Interest Transactions

Under the U.K. Companies Act 1985 (the Act), it is the duty of a
director who is in any way, whether directly or indirectly, interested in a
contract or proposed contract with the company to declare the nature of that
interest at a meeting of the directors of the company. Such declaration shall
be made at the meeting of directors at which the question of entering into the
contract is first considered or, if the director is not at that time then
interested, at the next meeting of the directors held after becoming so
interested. This duty is reinforced by our articles of association.

Election of Directors

The holders for the time being of a majority of the A shares may from
time to time appoint up to two persons to be directors, and these directors and
any alternate shall be called A directors. The holders for the time being of
a majority of the B shares may from time to time appoint one person to be a
director, and this director and any alternate shall be called a B director.
Each A director and B director may at any time be removed from office by
the holders of a majority of the A shares or B shares (as the case may be).

Director Qualifications

Our articles of association provide that no person is incapable of being
appointed a director by reason of having reached the age of 70. This
disapplies section 293 of the Act that provides that no person is capable of
being appointed a director of a company if, at the time of the appointment, he
has attained the age of 70.

Shareholders Meetings

The directors are obliged to call an annual general meeting once in each
calendar year. The directors or any A shareholder may call a general
meeting.

The directors are obliged to take action to convene an annual general
meeting or an extraordinary general meeting for the passage of a special
resolution or an elective resolution within 21 days. All other extraordinary
general meetings must be called by at least 14 clear days
notice, but a general
meeting may be called by shorter notice if it is so agreed. In the case of an
annual general meeting or a meeting called for the passage of an elective
resolution, it must be agreed by all members entitled to attend the vote at that meeting. In the
case of any other meeting, it must be agreed by a majority in number of the
members having a right to attend and vote, being (i) a majority together
holding not less that such percentage in nominal value of the shares giving
that right as has been determined by elective resolution of the members in
accordance with the Act, or (ii) if no such elective resolution is in force, a
majority together holding not less than 95% in nominal value of the shares
giving that right.

Shareholders Resolutions

A resolution put to the vote of a meeting shall only be decided by a poll,
which shall be taken immediately and without further notice. No resolution
shall be put to a meeting on a show

-14-



---



##### Table of Contents



of hands. The quorum for a general meeting
is one holder of an A share, present in person, by corporate representative
or by proxy.

Dividends

The directors may deduct from a dividend or other amounts payable to a
person in respect of a share amounts due from him to the MTN Issuer on account
of a call or otherwise in relation to a share.

Voting Rights

Each A share shall carry the right for the holder to attend and vote at
general meetings and, on a poll, each A share shall carry such number of
votes as shall (on the basis that each A share shall carry the same number of
votes as each other A share) provide the holders of all the A shares then
in issue with 51% of the total votes then capable of exercise at general
meetings. For this purpose, a holder of an A share may be entitled to
exercise a fraction of one vote, and may vote in respect of such fractional
entitlement which shall be counted accordingly.

Each B share shall carry the right for the holder to attend and vote at
general meetings and, on a poll, each B share shall carry such number of
votes as shall (on the basis that each B share shall carry the same number of
votes as each other B share) provide the holders of all the B shares then
in issue with 49% of the total votes then capable of exercise at general
meetings. For this purpose, a holder of a B share may be entitled to
exercise a fraction of one vote, and may vote in respect of such fractional
entitlement which shall be counted accordingly.

Limitations on Transfers

The directors may, in their absolute discretion and without giving any
reason, refuse to register the transfer of a share to any person, whether or
not it is a fully paid share or a share on which the MTN Issuer has a lien.

Variation of Rights

Subject
to the Act, whenever the MTN Issuers share capital is divided into different
classes of shares, all or any of the rights for the time being attached to any
class of shares may be varied or abrogated, either while the MTN Issuer is a
going concern, or during or in contemplation of its wind-up, with the consent in
writing of the holders of at least three-fourths in nominal value of the issued
shares of that class or with the sanction of an extraordinary resolution passed
at a separate meeting of the holders of the issued shares of that class.

Material Contracts

We are not party to any material contracts.

Exchange Controls

Not applicable.

Taxation

Not applicable.

-15-



---



##### Table of Contents






Item 11.   Quantitative and Qualitative Disclosures About Market Risk

Not applicable.




Item 12.   Description of Securities Other than Equity Securities

Not applicable.

PART II




Item 13.   Defaults, Dividend Arrearages and Delinquencies

None.




Item 14.   Material Modifications to the Rights of Security Holders and Use of Proceeds

None.




Item 15.   Controls and Procedures

Not applicable.




Item 16A.   Audit Committee Financial Expert

Not applicable.




Item 16B.   Code of Ethics

Not applicable.




Item 16C.   Principal Accountant Fees and Services

Not applicable.




Item 17.   Financial Statements

Not applicable.




Item 18.   Financial Statements

See F- Pages.

PART III




Item 19.   Exhibits

The following documents are filed as part of this Annual Report:

|             |  |                                                                     
|------------ |  | --------------------------------------------------------------------
|Exhibit 99.1 |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act 2002
|Exhibit 99.2 |  | The MTN Issuers Officers Certificate of Compliance                

-16-



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, each Registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



| | BARCLAYCARD FUNDING PLC
| | -----------------------
| |                        
| |                        

| | /s/      Richard Francis Sommers               
| | -----------------------------------------------
| | Name: Richard Francis Sommers
Title:   Director

Date: June 16, 2003

-17-



---



##### Table of Contents



BARCLAYCARD FUNDING PLCCertification Pursuant to Section 302 of the Sarbanes-Oxley Act 2002

I, Richard Sommers, certify that:



|1. |  | I have reviewed this annual report on Form 20-F, and all reports on Form
6-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of Barclaycard
Funding PLC;                                                                                                                          
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as
of the last day of the period covered by this annual report;
|  
|3. |  | Based on my knowledge, the distribution or servicing information required
to be provided to the trustee by the servicer under the pooling and
servicing, or similar, agreement, for inclusion in these reports is
included in these reports;                                                                                                                   
|  
|4. |  | I am responsible for reviewing the activities performed by the servicer
under the pooling and servicing, or similar, agreement and based upon my
knowledge and except as disclosed in the reports, the servicer has fulfilled its
obligations under that agreement; and                                                                                        
|  
|5. |  | The reports disclose all significant deficiencies relating to the
servicers compliance with its minimum servicing standards, as set forth
in the pooling and servicing, or similar, agreement.                                                                                                                                                                

|    |  |                                                                       | 
|--- |  | --------------------------------------------------------------------- | 
|By: |  | /s/      Richard Francis Sommers                                     
|    |  | Name: Richard Francis Sommers
Title:   Director
Date:   June 16, 2003

-18-



---



##### Table of Contents



Index to Financial Statements

|                                                                                                               |  |  |     | 
|-------------------------------------------------------------------------------------------------------------- |  |  | --- | 
|Report of Independent Accountants                                                                              |  |  | F-1 | 
|Consolidated Balance Sheet at December 14, 2002 and 2001                                                       |  |  | F-2 | 
|Consolidated Statement of Income for the Years End December 14, 2002,
2001 and 2000                            |  |  | F-3 | 
|Consolidated Statement of Changes in Shareholders Equity for the
Years Ended December 14, 2002, 2001 and 2000 |  |  | F-4 | 
|Consolidated Statement of Cash Flows for Years Ended December 14,
2002, 2001 and 2000                          |  |  | F-5 | 
|Notes to the Financial Statements                                                                              |  |  | F-6 | 

-19-



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY




Report of Independent Accountants

To the Board of Directors and Shareholders of:
Barclaycard Funding PLC and Subsidiary

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, changes in shareholders equity and cash
flows present fairly, in all material respects, the financial position of
Barclaycard Funding PLC and Subsidiary at December 14, 2002 and December 14,
2001, and the results of their operations and their cash flows for each of the
three years in the period ended December 14, 2002 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Companys management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

PricewaterhouseCoopers LLP

London, England
March 25, 2003

F-1



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY

Barclaycard Funding PLC and Subsidiary
Consolidated Balance Sheet at December 14, 2002 and 2001

|                                                                             |  |       |         |      |  |      |         |   |  |  |             |  
|---------------------------------------------------------------------------- |  | ----- | ------- | ---- |  | ---- | ------- | - |  |  | ----------- | -
|                                                                             |  | Notes |         | 2002 |  | 2001
|                                                                             |  |       |         |      |  | £    |         | £
|Assets                                                                       |  |       |         |      |  |      |         |   |  |  |             |  
|Cash                                                                         |  |       | 8,11    |      |  |      | 160,280 |   |  |  | 3,353,064   |  
|Intercompany notes                                                           |  |       | 3,4,11  |      |  |      |        |   |  |  | 607,050,000 |  
|Derivatives                                                                  |  |       | 8,10,11 |      |  |      |        |   |  |  | 80,444,623  |  
|Accrued interest receivable                                                  |  |       | 11      |      |  |      | 9,346   |   |  |  |            |  
|Other assets                                                                 |  |       | 6,11    |      |  |      |        |   |  |  | 396,535     |  
|                                                                             |  |       |         |      |  |      |         |   |  |  |             |  
|Total assets                                                                 |  |       |         |      |  |      | 169,626 |   |  |  | 691,244,222 |  
|                                                                             |  |       |         |      |  |      |         |   |  |  |             |  
|Liabilities and shareholders equity                                         |  |       |         |      |  |      |         |   |  |  |             |  
|Liabilities                                                                  |  |       |         |      |  |      |         |   |  |  |             |  
|Asset backed notes                                                           |  |       | 3,5,11  |      |  |      |        |   |  |  | 687,500,000 |  
|Accrued interest payable                                                     |  |       | 11      |      |  |      |         |   |  |  | 2,231,913   |  
|Other liabilities                                                            |  |       | 6,11    |      |  |      | 112,215 |   |  |  | 1,467,570   |  
|                                                                             |  |       |         |      |  |      |         |   |  |  |             |  
|Total liabilities                                                            |  |       |         |      |  |      | 112,215 |   |  |  | 691,199,483 |  
|Minority interest                                                            |  |       |         |      |  |      | 23,283  |   |  |  | 14,828      |  
|Shareholders equity                                                         |  |       |         |      |  |      |         |   |  |  |             |  
|Common stock, £1 par value; 50,000 shares
authorized, issued and outstanding |  |       | 7       |      |  |      | 50,000  |   |  |  | 50,000      |  
|Less: Receivable from shareholders                                           |  |       |         |      |  |      | (37,500 | ) |  |  | (37,500     | )
|Retained earnings                                                            |  |       |         |      |  |      | 21,628  |   |  |  | 17,411      |  
|                                                                             |  |       |         |      |  |      |         |   |  |  |             |  
|Total shareholders equity                                                   |  |       |         |      |  |      | 34,128  |   |  |  | 29,911      |  
|                                                                             |  |       |         |      |  |      |         |   |  |  |             |  
|Total liabilities and shareholders equity                                   |  |       |         |      |  |      | 169,626 |   |  |  | 691,244,222 |  
|                                                                             |  |       |         |      |  |      |         |   |  |  |             |  

The accompanying notes are an integral part of these consolidated financial
statements

F-2



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY

Barclaycard Funding PLC and Subsidiary
Consolidated Statement of Income for the Years End December 14, 2002, 2001 and 2000

|                                                  |  |       |      |      |  |      |            |      |  |   |            |   |  |  |            |  
|------------------------------------------------- |  | ----- | ---- | ---- |  | ---- | ---------- | ---- |  | - | ---------- | - |  |  | ---------- | -
|                                                  |  | Notes |      | 2002 |  | 2001 |            | 2000
|                                                  |  |       |      |      |  | £    |            | £    |  | £
|Revenues                                          |  |       |      |      |  |      |            |      |  |   |            |   |  |  |            |  
|Interest income                                   |  |       | 8    |      |  |      | 24,634,224 |      |  |   | 34,396,764 |   |  |  | 39,439,510 |  
|Servicing fees                                    |  |       | 8    |      |  |      | 4,575,734  |      |  |   | 4,552,875  |   |  |  | 4,465,117  |  
|Unrealised gain on derivatives                    |  |       | 8    |      |  |      |           |      |  |   | 17,436,450 |   |  |  | 51,695,832 |  
|Realised foreign exchange gain                    |  |       |      |      |  |      | 54,588,608 |      |  |   |           |   |  |  |           |  
|Other Income                                      |  |       |      |      |  |      | 11,667     |      |  |   | 11,000     |   |  |  | 10,447     |  
|                                                  |  |       |      |      |  |      |            |      |  |   |            |   |  |  |            |  
|Total revenue                                     |  |       |      |      |  |      | 83,810,233 |      |  |   | 56,397,089 |   |  |  | 95,610,906 |  
|                                                  |  |       |      |      |  |      |            |      |  |   |            |   |  |  |            |  
|Expenses                                          |  |       |      |      |  |      |            |      |  |   |            |   |  |  |            |  
|Interest expense                                  |  |       | 8,12 |      |  |      | 24,077,409 |      |  |   | 33,783,357 |   |  |  | 38,838,159 |  
|Foreign currency translation loss                 |  |       |      |      |  |      |           |      |  |   | 17,700,000 |   |  |  | 51,800,000 |  
|Realised loss on derivatives                      |  |       | 8    |      |  |      | 54,583,230 |      |  |   |           |   |  |  |           |  
|Servicing fees                                    |  |       | 8    |      |  |      | 4,575,734  |      |  |   | 4,552,875  |   |  |  | 4,465,117  |  
|Administration expenses                           |  |       |      |      |  |      | 541,838    |      |  |   | 614,858    |   |  |  | 579,035    |  
|                                                  |  |       |      |      |  |      |            |      |  |   |            |   |  |  |            |  
|Total expenses                                    |  |       |      |      |  |      | 83,778,211 |      |  |   | 56,651,090 |   |  |  | 95,682,311 |  
|                                                  |  |       |      |      |  |      |            |      |  |   |            |   |  |  |            |  
|Income / (Loss) before provision for
income taxes |  |       |      |      |  |      | 32,022     |      |  |   | (254,001   | ) |  |  | (71,405    | )
|Less: Provision for income taxes                  |  |       | 2    |      |  |      | (6,850     | )    |  |   | 3,322      |   |  |  | 4,971      |  
|                                                  |  |       |      |      |  |      |            |      |  |   |            |   |  |  |            |  
|Net income/ (loss) before minority interest       |  |       |      |      |  |      | 25,172     |      |  |   | (257,323   | ) |  |  | (76,376    | )
|Minority interest net of income taxes             |  |       |      |      |  |      | (8,455     | )    |  |   | 265,036    |   |  |  | 83,088     |  
|                                                  |  |       |      |      |  |      |            |      |  |   |            |   |  |  |            |  
|Net income                                        |  |       |      |      |  |      | 16,717     |      |  |   | 7,713      |   |  |  | 6,712      |  
|                                                  |  |       |      |      |  |      |            |      |  |   |            |   |  |  |            |  

The accompanying notes are an integral part of these consolidated financial
statements.

F-3



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY

Barclaycard Funding PLC and Subsidiary
Consolidated Statement of Changes in Shareholders Equity for the Years Ended December 14, 2002, 2001 and 2000

|                                    |  |       |   |      |  |      |         |      |  |   |        |  |  |  |        | 
|----------------------------------- |  | ----- | - | ---- |  | ---- | ------- | ---- |  | - | ------ |  |  |  | ------ | 
|                                    |  | Notes |   | 2002 |  | 2001 |         | 2000
|                                    |  |       |   |      |  | £    |         | £    |  | £
|Net income for the period           |  |       |   |      |  |      | 16,717  |      |  |   | 7,713  |  |  |  | 6,712  | 
|Retained earnings brought forward   |  |       |   |      |  |      | 17,411  |      |  |   | 9,698  |  |  |  | 2,986  | 
|Dividend                            |  |       |   |      |  |      | (12,500 | )    |  |   |       |  |  |  |       | 
|                                    |  |       |   |      |  |      |         |      |  |   |        |  |  |  |        | 
|Retained earnings carried forward   |  |       |   |      |  |      | 21,628  |      |  |   | 17,411 |  |  |  | 9,698  | 
|                                    |  |       |   |      |  |      |         |      |  |   |        |  |  |  |        | 
|Common stock brought forward        |  |       | 7 |      |  |      | 12,500  |      |  |   | 12,500 |  |  |  | 12,500 | 
|Shares issued in the period         |  |       |   |      |  |      |        |      |  |   |       |  |  |  |       | 
|Less: Receivables from shareholders |  |       |   |      |  |      |        |      |  |   |       |  |  |  |       | 
|                                    |  |       |   |      |  |      |         |      |  |   |        |  |  |  |        | 
|Common stock carried forward        |  |       |   |      |  |      | 12,500  |      |  |   | 12,500 |  |  |  | 12,500 | 
|                                    |  |       |   |      |  |      |         |      |  |   |        |  |  |  |        | 
|Total shareholders equity          |  |       |   |      |  |      | 34,128  |      |  |   | 29,911 |  |  |  | 22,198 | 
|                                    |  |       |   |      |  |      |         |      |  |   |        |  |  |  |        | 

The accompanying notes are an integral part of these consolidated financial
statements.

F-4



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY

Barclaycard Funding PLC and Subsidiary
Consolidated Statement of Cash Flows for Years Ended December 14, 2002, 2001 and 2000

|                                                                                             |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |             |            |           |           | 
|-------------------------------------------------------------------------------------------- | -------------------------------------------------- | -------- | ----------------------------------------------------- | ----------------- |  | ----- | ------------ | ------------ | ---------- | ---------- | ---------- | ----------- | ---------- | -------- | --------- | ----------- | ---------- | --------- | --------- | 
|                                                                                             |                                                    |          |                                                       |                   |  | Notes |              | 2002         |            | 2001       |            | 2000       
|                                                                                             |                                                    |          |                                                       |                   |  |       |              |              |            | £          |            | £           |            | £       
|Cash flows from operating activities                                                         |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|Net income                                                                                   |                                                    |          |                                                       |                   |  |       | 16,717       |              |            |            | 7,713      |             |            |          | 6,712     |            
|Adjustments to reconcile net income
to net cash (used in) / provided by
operating activities |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|                                                                                             | Unrealised gain on derivatives                     |          |                                                       | 8                 |  |       |              |             |            |            |            | (17,436,450 | )          |          |           | (51,695,832 | )         
|                                                                                             | Foreign currency translation loss                  |          |                                                       |                   |  |       |              |             |            |            |            | 17,700,000  |            |          |           | 51,800,000  |           
|                                                                                             | Minority interest                                  |          |                                                       |                   |  |       |              | 8,455        |            |            |            | (265,036    | )          |          |           | (133,092    | )         
|                                                                                             | (Increase)/Decrease in accrued interest
receivable |          |                                                       | 11                |  |       |              | (9,346       | )          |            |            |            |            |          |           | 3,972,250   |           
|                                                                                             | Decrease in other assets                           |          |                                                       | 6,11              |  |       |              | 396,535      |            |            |            | 444,979     |            |          |           | 470,345     |           
|                                                                                             | Decrease in accrued interest payable               |          |                                                       | 11                |  |       |              | (2,231,913   | )          |            |            | (921,429    | )          |          |           | (752,733    | )         
|                                                                                             | Decrease in other liabilities                      |          |                                                       | 6,11              |  |       |              | (1,355,355   | )          |            |            | 68,701      |            |          |           | 45,018      |           
|                                                                                             |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|                                                                                             |                                                    |          |                                                       | Total adjustments |  |       |              |              |            |            | (3,191,624 | )           |            |          | (409,235  | )           |            |           | 3,705,956 | 
|                                                                                             |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|                                                                                             |                                                    |          | Net cash (used in) / provided by
operating activities |                   |  |       |              |              |            | (3,174,907 | )          |             |            | (401,522 | )         |             |            | 3,712,668 |          
|Cash flows from investing activities                                                         |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|Purchase of Investor Interest                                                                |                                                    |          | 4,11                                                  |                   |  |       | (643,624,895 | )            |            |            |            |             |            |          |           |            
|Sale of Investor Interest                                                                    |                                                    |          | 5,11                                                  |                   |  |       | 643,624,895  |              |            |            |           |             |            |          |          |            
|Intercompany deposit redeemed from Barclays
Bank PLC                                         |                                                    |          | 4,11                                                  |                   |  |       | 607,050,000  |              |            |            |            |             |            |          |           |            
|                                                                                             |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|Net cash provided by investing activities                                                    |                                                    |          |                                                       |                   |  |       | 607,050,000  |              |            |            |           |             |            |          |          |            
|                                                                                             |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|Cash flows from financing activities                                                         |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|                                                                                             | Repayment of asset backed notes                    |          |                                                       | 5,11              |  |       |              | (607,055,377 | )          |            |            |             |            |          |           |             |           
|                                                                                             | Dividend paid                                      |          |                                                       |                   |  |       |              | (12,500      | )          |            |            |            |            |          |           |            |           
|                                                                                             |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|Net cash used in financing activities                                                        |                                                    |          |                                                       |                   |  |       | (607,067,877 | )            |            |            |           |             |            |          |          |            
|                                                                                             |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|                                                                                             |                                                    |          | Net (decrease) / increase in cash                     |                   |  |       |              |              |            | (3,192,784 | )          |             |            | (401,522 | )         |             |            | 3,712,668 |          
|Cash at beginning of year                                                                    |                                                    |          |                                                       |                   |  |       | 3,353,064    |              |            |            | 3,754,586  |             |            |          | 41,918    |            
|                                                                                             |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|Cash at end of year                                                                          |                                                    |          |                                                       |                   |  |       | 160,280      |              |            |            | 3,353,064  |             |            |          | 3,754,586 |            
|                                                                                             |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|Supplemental disclosure of cash flows
information                                            |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|Cash paid for:                                                                               |                                                    |          |                                                       |                   |  |       |              |              |            |            |            |             |            |          |           |            
|                                                                                             |                                                    | Interest |                                                       |                   |  |       |              |              | 28,002,153 |            |            |             | 33,690,979 |          |           |             | 40,975,759 |          
|                                                                                             |                                                    | Taxes    |                                                       |                   |  |       |              |              | 3,312      |            |            |             | 1,562      |          |           |             | 5,070      |          

The accompanying notes are an integral part of these consolidated financial
statements.

F-5



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY




NOTES TO THE FINANCIAL STATEMENTS

1.     General Information

Barclaycard Funding PLC (the Company) was incorporated on August 13, 1990.
The Company commenced business on November 22, 1999. Barclaycard Funding PLC
and its Subsidiary, Gracechurch Card Funding (No1) PLC (Subsidiary),
collectively comprise the Group.

The principal purpose of the Group is to raise financing via the purchase of a
beneficial interest in a pool of credit card receivables, which is sold to a
debt issuer.

2.     Summary of Significant Accounting Policies

The principal accounting policies adopted in the preparation of these
consolidated financial statements are set out below:



| |  | (a) Basis of Presentation
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America
(US GAAP) and in Pounds Sterling (£), the currency of the United
Kingdom, which is the Groups operating currency. The financial statements
are reported in accordance with US GAAP due to the Groups reporting
requirements under the United States Securities Exchange Act of 1934, as
amended (the Securities Exchange Act). These financial statements are
not statutory financial statements and a statement in accordance with
section 235 of the United Kingdoms Companies Act ( UKCA) for the
consolidated group is not given. The individual UK statutory financial
statements for Barclaycard Funding PLC and Gracechurch Card Funding (No 1)
PLC for each of the years in the three year period ended December 14, 2001
and December 31, 2002 respectively, have been filed with the registrar of
companies in the United Kingdom.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | (b) Consolidation
The consolidated financial statements include the accounts of Barclaycard
Funding PLC and, Gracechurch Card Funding (No1) PLC. Gracechurch Card
Funding (No 1) PLC is a special-purpose vehicle established by Barclays Bank
PLC solely to issue asset backed notes denominated in United States Dollars
(see footnote 5), the proceeds of which were remitted to Barclaycard Funding
PLC in exchange for a corresponding medium term note. Because the only
purpose of Gracechurch Card Funding (No 1) PLC is to raise financing for the
Group, its accounts are consolidated with those of Barclaycard Funding PLC.                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | The total share capital issued by Gracechurch Card Funding (No 1) PLC is
owned by Gracechurch Card (Holdings) Limited, and its earnings and losses
allocable thereto are reported as minority interest in the accompanying
consolidated balance sheet.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | Any distributable profits which Gracechurch Card Funding (No 1) PLC
generates is payable to Gracechurch Card (Holdings) Limited, that was a
wholly owned subsidiary of Royal Exchange Trust Company Limited during the
year, (the Trust). Losses which Gracechurch Card Funding (No 1) PLC
incurs are allocated firstly to the Trusts equity at risk, which is
comprised of the Trusts initial capital investment (via Gracechurch Card
(Holdings) Limited plus any distributable profits receivable, reflected as
minority interest. Losses in excess of the Trusts equity at risk are
allocated to the note holders. On March 17, 2003, the shares in Gracechurch
Card (Holdings) Limited were transferred to SFM Corporate Services Limited
under the terms of a trust for charitable purposes.                                                                                                                                                                                                                               
|
| |  | Intercompany transactions and balances have been eliminated on
consolidation. There was a 16 day difference between the fiscal year end of
the Company and Subsidiary. Eliminations were performed at the Companys
fiscal year end and aside from the differences in the unrealised gains on
derivatives and effects of currency fluctuations on the asset backed notes
as noted in Footnote 12 that impacted the prior year; the non coterminous
year end did not have a material effect on the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-6



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY



| |  | (c) Asset Derecognition
Where Barclaycard Funding PLC is a transferor of financial assets to a
Special Purpose Entity (SPE), the assets sold are derecognized and the SPE
is not consolidated on its balance sheet when the assets are: (1) legally
isolated from the Groups creditors, (2) the accounting criteria for a sale
are met, and (3) the SPE is a qualifying special-purpose entity (QSPE) under
Statement of Financial Accounting Standards (SFAS) 140. When an SPE does
not meet the formal definition of a QSPE, the decision whether or not to
consolidate depends on the applicable accounting principles for non- QSPEs,
including a determination regarding the nature and amount of investment made
by third parties in the SPE.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | (d) Foreign Currency Translation
All foreign currency assets and liabilities are translated into Pounds
Sterling at the exchange rates prevailing at the end of the period. Interest
income and expense denominated in foreign currencies are translated into
Pound Sterling at the exchange rates in force when the transaction occurred.
Foreign currency translation effects are reflected on the face of the
income statement. Foreign currency transactions are economically hedged
into pounds sterling to offset exposure to fluctuating currency exchange
rates. Although these instruments offset exposures they do not qualify for
hedge accounting under SFAS No. 133 Accounting for Derivative Instruments
and hedging activities.        
|
| |  | (e) Derivatives
The derivative instrument was a cross currency swap, and was used by the
Group to minimize currency risk associated with its financing activities
denominated in United States Dollars (USD). Although this instrument was a
hedge from an economic perspective, it did not qualify for hedge accounting
under SFAS No. 133 due to the lack of documentation requirements under SFAS
No. 133. The derivative was recorded on the balance sheet at fair value
with changes reflected in the income statement. The derivative was
transacted simultaneously with the purchase or issuance of the underlying
funding instrument. The swap was not held for trading purposes.                                                               
|
| |  | (f) Interest Income and Expense
Interest income and expense are recognized in the consolidated financial
statements on an accrual basis. Interest income and interest expense are
primarily related to intercompany notes and asset backed notes,
respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | (g) Servicing Fee Income/Expense
The Company earns fee income from the servicing of the credit card
receivables and at the same time remits those monies earned to Barclays PLC
for the same amount which is included as expenses in the Consolidated Income
Statement. Fees are recorded when earned, net of associated expenses.                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | (h) Income Taxes
Income taxes for the Group are paid to the tax authorities in the United
Kingdom. There are no deferred taxes for the periods presented in the
financial statements. The tax charge is based on an effective UK
corporation tax rate of 30%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | (i) Distribution Policy
Distributions to shareholders are accounted for when approved by the Board
of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | (j) Issue Costs
The portion of the direct costs associated with the issue of the notes by
the Subsidiary that are attributable to the Group are capitalized and are
amortized over the expected life of the notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | (k) Funding Instruments
Asset-backed notes are stated at amortised cost restated at the exchange
rate prevailing at the balance sheet date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-7



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY



| |  | (l) Use of Estimates
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingencies at the balance sheet date and
the reported amount of revenues and expenses in the reporting period.
Actual results may differ from the estimates used in the financial
statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | (m) Recent Accounting Developments
1. Guarantor Accounting and Disclosures
In November 2002, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation (FIN) No. 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, including Indirect Guarantees of Indebtedness
of Others. This interpretation elaborates on the disclosures to be made by
the guarantor about its obligations under certain guarantees that it has
issued effective for financial statements for periods ending after December
15, 2002. This interpretation also clarifies that a guarantor is required
to recognize, at the inception of the guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee effective as of
January 1, 2003. Management does not expect the adoption of this
interpretation to have a material effect on the Companys financial position
or results of operations.
|
| |  | The Group has received a guarantee in respect of bank borrowings from its
parent company which amounted to £16,920 at December 14, 2002 (December 14,
2001: £16,920).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | The Group is a participant in a banking arrangement with Barclays Bank PLC
under which all surplus cash balances are held as collateral for bank
facilities advanced to Barclays Bank PLC group members. As at December 14,
2002 this surplus cash balance amounted to £160,280 (December 14, 2001:
£3,353,064). In addition, the Group has issued an unlimited guarantee to
the bank to support these Barclays Bank PLC group facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | 2. Consolidation of Variable Interest Entities
In January 2003, the FASB issued FIN No.46 Consolidation of Variable
Interest Entities  An interpretation of ARB No. 51 (FIN 46). This
pronouncement modifies the framework for determining consolidation of
certain entities that meet the definition of a variable interest entity
(VIE). This is met where the entity either does not have sufficient equity
of the appropriate nature to support its expected losses, or its equity
investors lack certain characteristics which would be expected to be present
within a controlling financial interest. Entities which do not meet this
definition would continue to apply the voting interest model.                                                                                                                                                                                                                                 
|
| |  | The provisions of FIN 46 are immediately effective for VIEs created after
January 31, 2003. The standard must be applied to all entities beginning in
the first fiscal year after June 15, 2003. Management does not expect the
adoption of this interpretation to have a material effect on the Companys
financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | FIN 46 requires transitional disclosure which includes the maximum risk of
loss an entity can incur in relation to VIEs that it has a significant
interest in. The maximum exposure to loss represents a worst case scenario
in the event that all such vehicles simultaneously fail. It does not provide
an indication of ongoing exposure which is managed within the companys risk
management framework.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Barclaycard Funding PLC is involved with variable interest entities
Gracechurch Card Funding (No.1) PLC and Gracechurch Card Funding (No.2) PLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | The proceeds of the series 99-1 notes were used by Gracechurch Card Funding
(No 1) PLC to purchase, respectively, corresponding series of medium term
notes issued by Barclaycard Funding PLC. The purchase was deemed a financing
transaction between the two parties and consequently the accounts of
Gracechurch Card Funding (No 1) PLC were consolidated into those of
Barclaycard Funding PLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | The proceeds of the series 02-1 notes were used by Gracechurch Card Funding
(No 2) PLC to purchase from Barclaycard Funding PLC one limited recourse
medium term note certificate. being an equitable right in the investor
interest. The structure of this transaction achieved the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-8



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY



|   |  | QSPE status under US GAAP and hence Gracechurch Card Funding (No 2) PLC is
not consolidated.                                                                                                    
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The variable interest entities that the company is involved with are used to
raise financing via the purchase of a beneficial interest in a pool of
credit card receivables.                    
|  
|   |  | The total assets of these vehicles are £647,872,001, of which £23,283 are
already consolidated by the Group under US GAAP as at December 14, 2002, and
maximum exposure of loss is £647,549,639.
|  
|3. |  | Derecognition of assets and
liabilities                                                                                                                                                         
|  

| |  | On October 24, 2002, Gracechurch Card Funding (No 2) PLC purchased for
£643,624,895 the beneficial interests in a pool of credit card receivables
via the purchase of a limited recourse medium term note certificate from the
Group. On the same day, the Group
paid £643,624,895 to the Receivables Trustee (the Trustee), an offshore
trustee, in the form of an Investor Certificate, in order to fund the
purchase of credit card receivables (the Receivables) by the Trustee from
Barclaycard, a division of Barclays Bank PLC. This payment to the Trustee
secured a fractional beneficial interest in the assets of the Receivables
Trust. The assets of the Trust comprise the Receivables acquired from
Barclaycard.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Group passes amounts received from the Trustee in connection with the
investor interest to Gracechurch Card Funding (No 2) PLC the rate of return
on which is at a variable rate of interest, as outlined below. At the
redemption of the investor certificate, the Group will pass amounts received
on repayment of its share of the investor interest from the Trustee to
Gracechurch Card Funding (No 2) PLC. The Group has no obligation to pass
on payments that it has not received.                                                                                                                                                                                                                                     
|
| |  | The investor certificate is repayable on October 15, 2007. The receivables
and the limited recourse medium term note certificate have been derecognised
in the balance sheet as at December 14, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | The £643,624,895 medium term note certificate has the following interest
rates: -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-9



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY



| |  |  | First interest period October 24 to December 15 2002, interest rate
applicable was the average of one and two month Libor plus 0.19345%
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Second interest period, month to January 15 2003, interest rate applicable
was one month Libor plus 0.19345%                           
|
| |  |  | Third and subsequent monthly interest periods, interest rate applicable is
three month Libor plus 0.19345%                             

The Investor Certificate is secured by a pool of United Kingdom credit card
receivables that have been equitably assigned by Barclays Bank PLC to the
Trust. The Trust uses a portion of the interest and principal payments that it
receives on the credit card receivables held by it in trust to repay principal
and interest amounts on the investor certificate.

The payment of interest and repayment of principal on the advance to the Trust
is dependent upon payment of interest and repayment of principal due under the
credit card receivables held by the Trust, and is therefore subject to the
risk of non-payment of the credit card receivables.

All of the credit card receivables in the Trust were originated by Barclays
Bank PLC and the following factors help mitigate the risks associated with the
failure of customers to settle financial obligations:



|1) |  | The use of sophisticated credit scoring systems to underwrite account
holder selection.
|-- |  | ---------------------------------------------------------------------------------------
|  
|2) |  | The extremely well seasoned nature of the pool of credit card receivables.             
|  
|3) |  | The high amount of yield generated by the pool.                                        
|  
|4) |  | The geographic spread inherent in the pool.                                            

Credit card use, payment patterns, amounts of yield on the pool of credit card
receivables and the rate of defaults by cardholders may result from a variety
of social, legal, political and economic factors in the United Kingdom. There
can be no assurance that changes in social, legal, political and economic
factors will not have a material effect on the Groups future performance.

4.     Intercompany notes



| |  | On November 23, 1999, the Company paid £607,050,000 to the Receivables
Trustee. This payment to the Trustee secured a fractional beneficial
interest in the assets of the Receivables Trust.                                                                                                                                                                         
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Receivables continue to be accounted for as an asset on the Barclays
Bank PLCs balance sheet and therefore in substance the Company has
recorded its payment to the Trustee as intercompany notes.                                                                                                                                                              
|
| |  | Interest on the notes was payable up to the redemption date as follows:                                                                                                                                                                                                                                                                                              
|
| |  | 546,345,000  3 month LIBOR plus 0.2375%
30,352,000  3 month LIBOR plus 0.53%
30,352,000  3 month LIBOR plus 1.00%                                                                                                                                                                                                                                                 
|
| |  | On November 15, 2002 notes amounting to £607,050,000 were redeemed in
full.                                                                                                                                                                                                                                                                                          
|
| |  | The intercompany notes were secured by a pool of United Kingdom credit card
receivables that have been equitably assigned by Barclays Bank PLC to the
Trust. The Trust used a portion of the interest and principal payments that
it received on the credit card receivables held by it in trust to repay
principal and interest amounts on the investor certificate.
|
| |  | The payment of interest and repayment of principal on the advance to the
Trust was dependent upon payment of interest and repayment of principal due
under the credit card receivables held by the Trust, and was therefore
subject to the risk of non-payment of the credit card receivables.                                                                       
|
| |  | All of the credit card receivables in the Trust were originated by Barclays
Bank PLC and the following factors help mitigate the risks associated with
the failure of customers to settle                                                                                                                                                                            

F-10



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY



| |  | financial obligations:
| |  | ----------------------



|1) |  | The use of sophisticated credit scoring systems to underwrite account
holder selection.
|-- |  | ---------------------------------------------------------------------------------------
|  
|2) |  | The extremely well seasoned nature of the pool of credit card receivables.             
|  
|3) |  | The high amount of yield generated by the pool.                                        
|  
|4) |  | The geographic spread inherent in the pool.                                            

Credit card use, payment patterns, amounts of yield on the pool of credit card
receivables and the rate of defaults by cardholders may result from a variety
of social, legal, political and economic factors in the United Kingdom. There
can be no assurance that changes in social, legal, political and economic
factors will not have a material effect on the Groups future performance.

5.     Asset Backed Notes



| |  | A summary of asset backed notes at December 14, 2002 and 2001 were as
follows:
| |  | ------------------------------------------------------------------------------

|        |  |      |   |      |  |      |             |  |  |  |               | 
|------- |  | ---- | - | ---- |  | ---- | ----------- |  |  |  | ------------- | 
|        |  | 2002 |   | 2001 |  | 2001
|        |  | £    |   | £    |  | $   
|Class A |  |      |  |      |  |      | 618,750,000 |  |  |  | 900,000,000   | 
|Class B |  |      |  |      |  |      | 34,375,000  |  |  |  | 50,000,000    | 
|Class C |  |      |  |      |  |      | 34,375,000  |  |  |  | 50,000,000    | 
|        |  |      |   |      |  |      |             |  |  |  |               | 
|        |  |      |   |      |  |      | 687,500,000 |  |  |  | 1,000,000,000 | 
|        |  |      |   |      |  |      |             |  |  |  |               | 



| |  | The Class A, B and C floating rate notes were issued on November 23, 1999
and were repaid in full on November 15, 2002. The floating rate notes
represented asset backed obligations and had a nominal value of
£607,050,000. Interest on the notes was payable up to the redemption date
as follows:
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Class A Notes  3 month LIBOR plus 0.18%
Class B Notes  3 month LIBOR plus 0.43%
Class C Notes  3 month LIBOR plus 0.90%                                                                                                                                                                           
|
| |  | The Class C notes were subordinated in right of payment of principal and
interest to the Class B notes which, in turn were subordinated in right of
payment of principal and interest to the Class C notes.                                                                                          

F-11



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY



|6. |  | Other assets / Other liabilities
|-- |  | --------------------------------



| |  | The other assets and other liabilities balances at December 14, 2002 and
2001 includes the following:
| |  | -----------------------------------------------------------------------------------------------------

|                                    |  |      |         |      |  |  |           | 
|----------------------------------- |  | ---- | ------- | ---- |  |  | --------- | 
|                                    |  | 2002 |         | 2001
|                                    |  | £    |         | £   
|Other Assets                        |  |      |         |      |  |  |           | 
|Prepayments administrative expenses |  |      |        |      |  |  | 13,424    | 
|Prepayments underwriting fee        |  |      |        |      |  |  | 383,111   | 
|                                    |  |      |         |      |  |  |           | 
|                                    |  |      |        |      |  |  | 396,535   | 
|Other Liabilities                   |  |      |         |      |  |  |           | 
|Bank loans interest bearing         |  |      |        |      |  |  | 1,310,769 | 
|Bank loans interest free            |  |      | 16,920  |      |  |  | 16,920    | 
|Other accruals                      |  |      | 95,295  |      |  |  | 139,881   | 
|                                    |  |      |         |      |  |  |           | 
|                                    |  |      | 112,215 |      |  |  | 1,467,570 | 
|                                    |  |      |         |      |  |  |           | 

7.     Common Stock

The common stock at December 14, 2002 and 2001 was as follows:

|                                   |  |      |        |      |  |  |        | 
|---------------------------------- |  | ---- | ------ | ---- |  |  | ------ | 
|                                   |  | 2002 |        | 2001
|                                   |  | £    |        | £   
|Barclaycard Funding PLC            |  |      |        |      |  |  |        | 
|Authorised:                        |  |      |        |      |  |  |        | 
|Ordinary shares of £1 each         |  |      | 50,000 |      |  |  | 50,000 | 
|Ordinary A Allotted and nil paid   |  |      | 37,500 |      |  |  | 37,500 | 
|Ordinary B Allotted and fully paid |  |      | 12,500 |      |  |  | 12,500 | 
|                                   |  |      |        |      |  |  |        | 
|Ordinary shares of £1 each         |  |      | 50,000 |      |  |  | 50,000 | 
|                                   |  |      |        |      |  |  |        | 

Barclays Bank PLC holds 75% of the issued share capital of Barclaycard Funding
PLC representing 51% issued voting share capital and 49% entitlement to
distributable profits.

Royal Exchange Trust Company owns 49% of the issued voting share capital and
are entitled to 51% of the distributable profit.

8.     Related Party Transactions

The Group considers related parties to be entities which the Group can
significantly influence or has an ownership interest in that allows it
influence to an extent that the other party might be prevented from fully
pursuing its own separate interests. Examples of related parties include
affiliates of the company; entities for which investments are accounted for by
the equity method by the company; trusts for the benefit of employees,
principal owners of the enterprise; its management; and members of the
immediate families of principal owners of the enterprise and its management.

Parties are considered to be related if one party, directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with an enterprise.

Barcosec Limited and Barometers Limited are Barclays Bank PLC group companies
whose business

F-12



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY

is the provision of corporate directorship services for Barclays Bank
subsidiaries.

The Group enters into various transactions with affiliates. At December 14,
2002, 2001 and 2000, in addition to the intercompany notes disclosed in
footnote 4, the following are the balances related to transactions with
affiliates:

|                                          |  |      |         |      |  |  |             | 
|----------------------------------------- |  | ---- | ------- | ---- |  |  | ----------- | 
|                                          |  | 2002 |         | 2001
|                                          |  | £    |         | £   
|Assets                                    |  |      |         |      |  |  |             | 
|Cash  (Barclays Bank PLC)                |  |      | 160,280 |      |  |  | 3,353,064   | 
|Derivatives  (Barclays Bank PLC)         |  |      |        |      |  |  | 80,444,623  | 
|Inter company notes  (Barclays Bank PLC) |  |      |        |      |  |  | 607,050,000 | 
|Liabilities                               |  |      |         |      |  |  |             | 
|Other liabilities  (Barclays Bank PLC)   |  |      | 16,920  |      |  |  | 1,327,689   | 

|                                                     |  |      |            |      |  |      |            |  |  |  |            | 
|---------------------------------------------------- |  | ---- | ---------- | ---- |  | ---- | ---------- |  |  |  | ---------- | 
|                                                     |  | 2002 |            | 2001 |  | 2000
|                                                     |  | £    |            | £    |  | £   
|Income / Expense                                     |  |      |            |      |  |      |            |  |  |  |            | 
|Interest income  (Barclays Bank PLC)                |  |      | 24,634,224 |      |  |      | 34,396,764 |  |  |  | 39,439,510 | 
|Interest expense  (Barclays Bank PLC)               |  |      | 62,596     |      |  |      | 87,110     |  |  |  | 99,703     | 
|Servicing income  (Barclays Bank PLC)               |  |      | 4,575,734  |      |  |      | 4,552,875  |  |  |  | 4,465,117  | 
|Servicing expense  (Barclays Bank PLC)              |  |      | 4,575,734  |      |  |      | 4,552,875  |  |  |  | 4,465,117  | 
|Realised loss on derivatives 
(Barclays Bank PLC)   |  |      | 54,583,230 |      |  |      |           |  |  |  |           | 
|Unrealised gain on derivatives -
(Barclays Bank PLC) |  |      |           |      |  |      | 17,436,450 |  |  |  | 51,695,832 | 

During the year, the Company sold a £643,624,895 investor interest in the
Receivables Trust to Gracechurch Card Funding (No.2) PLC and acting as a
conduit for resultant revenue streams, accrued £3,924,744 interest to
Gracechurch Card Funding (No.2) PLC.

9.     Capital Commitments and Contingent Liabilities

See disclosures outlining Guarantor Accounting and Disclosures in the
Recent Accounting Developments contained in footnote 2.

10.     Derivatives and Financial Instruments

The Group enters into cross currency swaps. The purpose of these transactions
is to manage the currency risk arising from the Groups operations and its
sources of finance.

The net loss/gain reflected is attributable to the recognition of gains/losses
on derivatives entered into for hedging purposes. Because the hedge
documentation requirements under SFAS No. 133 were not met, the Group is
required to record the changes in the fair value of the derivatives in the
income statement.

Currency risk  all of the Groups assets and associated income are denominated
in Pounds Sterling, although some of the asset-backed notes issued by the
Subsidiary and associated interest expense are denominated US dollars. The
Groups policy is to match this currency income and expense by the use of cross
currency swaps

F-13



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY

On the redemption of the series Gracechurch Card Funding (No 1) PLC notes the
realised loss on the maturity of the cross currency swap was £54,583,230 offset
by the foreign exchange gains on the Gracechurch Card Funding (No 1) PLC Notes.

Debt Maturity Analysis

|                   |  |      |        |      |  |  |             | 
|------------------ |  | ---- | ------ | ---- |  |  | ----------- | 
|                   |  | 2002 |        | 2001
|                   |  | £    |        | £   
|Less than one year |  |      | 16,920 |      |  |  | 688,827,689 | 

11.     Fair Values of Financial Instruments

Disclosures in the table below are in accordance with SFAS No. 107,
Disclosures about Fair Value of Financial Instruments.

Fair values have been estimated using quoted marked prices where available.
Where no ready markets exist and hence quoted market prices are not available,
appropriate techniques are used to estimate fair values which take account of
the characteristics of the instruments, including the expected future cash
flows, market interest rates and prices available for similar instruments.
There were no instruments listed below that quoted market prices were used to
estimate fair value, the instruments are valued on a discounted cashflow basis.

The estimated fair value and recorded carrying values of the financial
instruments as of December 14, 2002 and 2001 are as follows:

|                            |  |          |         |       |  |          |         |       |  |  |             |  |  |  |             | 
|--------------------------- |  | -------- | ------- | ----- |  | -------- | ------- | ----- |  |  | ----------- |  |  |  | ----------- | 
|                            |  | 2002     |         | 2002  |  | 2001     |         | 2001 
|                            |  | Carrying |         | Fair  |  | Carrying |         | Fair 
|                            |  | Amount   |         | value |  | Amount   |         | value
|                            |  | £        |         | £     |  | £        |         | £    
|Non-trading assets          |  |          |         |       |  |          |         |       |  |  |             |  |  |  |             | 
|Cash                        |  |          | 160,280 |       |  |          | 160,280 |       |  |  | 3,353,064   |  |  |  | 3,353,064   | 
|Intercompany notes          |  |          |        |       |  |          |        |       |  |  | 607,050,000 |  |  |  | 607,050,000 | 
|Derivatives                 |  |          |        |       |  |          |        |       |  |  | 80,444,623  |  |  |  | 80,444,623  | 
|Accrued Interest receivable |  |          | 9,346   |       |  |          | 9,346   |       |  |  |            |  |  |  |            | 
|Other assets                |  |          |        |       |  |          |        |       |  |  | 396,535     |  |  |  | 396,535     | 
|Non-trading liabilities     |  |          |         |       |  |          |         |       |  |  |             |  |  |  |             | 
|Asset backed notes          |  |          |        |       |  |          |        |       |  |  | 687,500,000 |  |  |  | 687,500,000 | 
|Accrued interest payable    |  |          |        |       |  |          |        |       |  |  | 2,231,913   |  |  |  | 2,231,913   | 
|Other liabilities           |  |          | 112,215 |       |  |          | 112,215 |       |  |  | 1,467,570   |  |  |  | 1,467,570   | 

The Group had no trading assets or liabilities at December 14, 2002 and 2001.

12.     Non-Coterminous Year Ends

Eliminations between the Company and the Subsidiary were performed at the
prior fiscal year end, and aside from the differences in the unrealised gain
on derivatives and effects of currency fluctuations noted below there were no
significant effects.

Eliminations between the Company and the Subsidiary were performed at the
current fiscal year end and there were no significant effects noted.

F-14



---



##### Table of Contents



BARCLAYCARD FUNDING PLC AND SUBSIDIARY

|                              |  |            |   |            |  |            |   |            |  |  |             |  |  |  |             | 
|----------------------------- |  | ---------- | - | ---------- |  | ---------- | - | ---------- |  |  | ----------- |  |  |  | ----------- | 
|                              |  | 12/31/2002 |   | 12/14/2002 |  | 12/31/2001 |   | 12/14/2001
|Balance Sheet                 |  | £          |   | £          |  | £          |   | £         
|Unrealised gain on
derivative |  |            |  |            |  |            |  |            |  |  | 80,444,623  |  |  |  | 80,295,914  | 
|Asset backed notes            |  |            |  |            |  |            |  |            |  |  | 687,500,000 |  |  |  | 687,600,000 | 

|                                         |  |            |   |            |  |            |   |            |  |            |             |            |  |  |            |   |  |  |             |   |  |  |             |  
|---------------------------------------- |  | ---------- | - | ---------- |  | ---------- | - | ---------- |  | ---------- | ----------- | ---------- |  |  | ---------- | - |  |  | ----------- | - |  |  | ----------- | -
|                                         |  | 12/31/2002 |   | 12/14/2002 |  | 12/31/2001 |   | 12/14/2001 |  | 12/31/2000 |             | 12/14/2000
|Profit & Loss                            |  | £          |   | £          |  | £          |   | £          |  | £          |             | £         
|Unrealised gain on
derivatives           |  |            |  |            |  |            |  |            |  |            | 17,436,450  |            |  |  | 7,606,147  |   |  |  | 51,695,832  |   |  |  | 59,075,069  |  
|Foreign Currency
translation
(loss)/gain |  |            |  |            |  |            |  |            |  |            | (17,700,000 | )          |  |  | (8,800,000 | ) |  |  | (51,800,000 | ) |  |  | (58,200,000 | )

F-15



---



##### Table of Contents






Index to Exhibits

|            |  |                                                                      | 
|----------- |  | -------------------------------------------------------------------- | 
|Exhibit No. |  | Document Description                                                 | 
|            |  |                                                                      | 
|99.1        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act 2002
|99.2        |  | The MTN Issuers Officers Certificate of Compliance