Final Results

Preliminary statement for the year ended 31 March 2012

London - 16 May 2012

ICAP plc (IAP.L), the world's leading interdealer broker and supplier of post trade risk and information services, today announced its audited results for the year ended 31 March 2012.

* From continuing operations before acquisition and disposal costs and exceptional items

Group financial highlights:

·; Group revenue from continuing operations decreased by 3% to £1,681m with profit* increased by 1% to £354m in line with guidance

·; Post trade risk and information revenue increased 13% to a record £208m and produced operating profit of £91m up 15% - ICAP's strongest performance to date

·; A record high operating profit for our electronic business of £127m up 4% while revenue of £301m decreased by 1%

·; Electronic and post trade risk and information contributed 59% of operating profit

·; £20m cost savings delivered

·; Significant further run-rate savings expected of at least £50m per annum by the end of March 2014

·; The Group's operating profit* margin was 22% (2011: 22%), unchanged on the prior year

·; Statutory EPS (basic) down 26% to 21.1p; EPS (adjusted basic)* up 1% to 40.1p

·; Ongoing free cash flow of £268m (31 March 2011 - £210m), representing a profit conversion of 103%

·; The directors recommend a final dividend of 16.00p per ICAP share which will be paid on 20 July 2012 to shareholders on the register on 29 June 2012. The full-year dividend will be 22.00p per share, an increase of 2.05p per share reflecting confidence in ICAP's medium-term prospects.

Michael Spencer, Group Chief Executive Officer, said: "ICAP delivered a solid performance in 2011/12 against a difficult economic environment. The fact that we maintained profitability in a year when trading volumes were under such pressure is testament to the effectiveness of our diversified business, our global presence, our people and the actions we took to manage our cost base as market conditions changed.

"In the last quarter of our financial year we saw an improvement in risk appetite in some markets. However activity in April and early May was slow with the ongoing euro crisis and regulatory uncertainty depressing trading volumes. Some resolution on these important issues would give a big and welcome lift to market sentiment. We reduced costs last year and are embarking on a structural overhaul that will result in further significant savings over the next two years.

"Wholesale financial markets play a vital role in global economic development. As the world's leading interdealer broker and infrastructure provider to these markets, ICAP is playing a central role in their evolution and long-term growth and is uniquely positioned to prosper. Our perspective helps inform regulators and policymakers as they implement reform. We believe we have a responsibility to help create more transparent, efficient and safer financial markets that support the global economy. Having continually invested across all our businesses, especially in technology, we are in a good position to benefit from changing customer and regulatory requirements, giving us a significant competitive advantage as we look forward. We continue to maintain our entrepreneurial edge and have the proven appetite and ability to innovate and develop new products and services. We also remain focused on markets with structurally higher growth.

Our efficient conversion of profit to cash has enabled the directors to recommend a final dividend of 16.00p which will result in an increase of 2.05p in the full year dividend. Our strong balance sheet and diversified business give us options when we look at where best to invest for the future. This will ensure ICAP is extremely well placed when markets normalise."

There will be a briefing for analysts and investors at 09:30 BST on Wednesday 16 May 2012 at 2 Broadgate, London EC2M 7UR. The presentation slides and an audiocast will be available on the website, www.icap.com at 17:00 BST on Wednesday 16 May 2012. The audiocast will remain on the website for six months.

Contacts:

Preliminary statement for the year ended 31 March 2012

Review of operations

For the year ended 31 March 2012, the Group reported revenue of £1,681 million, 3% below the prior year. Uncertainty in the Eurozone and constraints on market liquidity resulted in a fall in voice revenue and a marginally lower performance in our electronic business. In contrast, the post trade risk and information business saw strong growth.

The Group reported an operating profit* of £372 million, down 1% on the prior year. The Group's operating profit* margin for the year ended 31 March 2012 remained unchanged at 22%.

Profit before tax* of £354 million was up 1% on the prior year. Profit before tax on a statutory basis fell by £16 million to £217 million as a result of an increase in the impairment of goodwill of £92 million.

In 2011/12 due in part to a decline in our voice business we moved closer to our aim to generate operating profit evenly between voice, electronic and post trade risk and information with 41%, 34% and 25% delivered by these businesses respectively.

* From continuing operations before acquisition and disposal costs and exceptional items

Key developments in 2011/12

New financial futures and options team

We created a global financial futures and options team, hiring 31 employees in London, New York, Chicago and Sydney, significantly enhancing our execution brokerage offering. This is a business with excellent structural growth prospects and we are pleased with progress so far.

Customer investment in iSwap

ICAP has a history of partnering with its customers. In November four of the world's largest swaps dealers (Barclays Capital, Bank of America Merrill Lynch, Deutsche Bank and J.P. Morgan) agreed to co-invest in i-Swap Euro Limited, which operates our electronic interest rate swaps platform. We believe this will greatly enhance the platform's growth as swaps trading becomes increasingly electronic.

Acquisitions in commodities

In our voice business, we made some small but important acquisitions, such as Island Shipbrokers in Singapore and Sun Commodities, a leading broker of European biofuels, to complement existing businesses. As a result of the Island Shipbrokers acquisition, the Group has acquired a further interest in CTI Shipbrokers (India) resulting in the company becoming a subsidiary rather than an associate.

New electronic trading platforms for interest rate options and equity derivatives

As our customers prepare for the new regulatory environment, we have introduced screen-based trading platforms for interest rate options (DerivX) and equity derivatives (iLinked), which are supported by our established voice service.

Investing in technology

In April 2012, ICAP completed the roll out of a major upgrade of its world leading fixed income electronic broking platform, BrokerTec, which improved its performance significantly. These enhancements have been well received by customers.

Investing in emerging markets

We continued to invest in emerging markets and asset classes that we believe have significant potential. For example, the offshore renminbi (CNH) will become increasingly important for international trade and investment as China moves towards a fully convertible currency. ICAP's investment in both voice and electronic broking of CNH allowed us to capture a significant market share in what is a fast-growing market.

Investment in Japan

In Japan, we sold our Japanese government bond business to Central Totan Securities Co Limited and simultaneously purchased a 20% shareholding in the combined business. At the same time, the Group also increased its shareholding in Totan ICAP Co Limited, a leading interest rate derivatives broker.

Expanding our post trade businesses

We offered more services in new asset classes in addition to creating infrastructure support in existing ones, such as Traiana's comprehensive FX clearing solution. We also added complementary services that work in conjunction with clearing to reduce customer and systemic risk.

Changing competitive environment

As the industry leader, ICAP continues to benefit from greater scale and diversity than its competitors, but the competitive landscape in which we operate is changing. Regulators continue to pursue an ambitious agenda for reform. In the US the Dodd-Frank Act, which will affect a minority of our US voice revenue, is expected to be substantially complete in 2012.

Regulatory reform in Europe and the US is likely to push the model for price discovery and execution towards pure electronic or electronically-assisted voice platforms. This provides customers with the ability to enter orders electronically and to execute trades directly or through a voice broker. These reforms will change the over-the-counter (OTC) landscape. Regulation and new capital requirements are also pushing banks to de-leverage and to move their focus away from long-dated, structured and capital intensive products to high flow, highly-liquid, standardised products which lend themselves to electronic trading.

We are confident that these changes present significant opportunities for ICAP. We have the scale and flexibility to adapt. We have invested in developing the technology and platforms that will be needed to enable our customers to meet new transparency, trading and post trade requirements. We will be ready to roll out swap execution facility (SEF) services in the US once the regulators have finalised the rules.

Cost control

In response to market conditions, we realigned our business resources to ensure they matched customer demand by reducing headcount in areas of lower profitability, while investing and hiring in growth areas such as financial futures and commodities. We also removed £20 million of recurring costs from our cost base. We will continue to review our cost structure and will implement operational efficiencies to ensure the future growth and profitability of the Group.

Management changes

The year saw some changes in ICAP's senior management team.

Mark Price joined us from Deutsche Bank in October as Group Chief Operating Officer, bringing substantial operational and risk management experience in financial markets. His appointment reflects our commitment to maintaining the strong control and risk management environment we have developed. Mark Yallop, ICAP's previous Group Chief Operating Officer, left us in September after six successful years. Mark made a significant contribution to the strategic development of our business and we wish him well for the future.

In February 2012, Hugh Gallagher, Chief Executive Officer Asia Pacific, joined our Global Executive Management group (GEMG). He has played a pivotal role in developing our voice business across the Asia Pacific region and his input and regional expertise will bring a valuable perspective to the senior management team.

We also strengthened the management of EBS in March 2012 by appointing Gil Mandelzis as its Chief Executive Officer. He will retain oversight of Traiana and we have hired a new chief executive officer. Already a member of the GEMG, Gil brings significant FX experience and insight which will be important to EBS as it continues to evolve in this extremely competitive market.

Dividend

Our strong balance sheet and our efficient conversion of profit to cash has enabled the directors to recommend a final dividend of 16.00p per ICAP share which will be paid on 20 July 2012 to shareholders on the register on 29 June 2012. The full-year dividend will be 22.00p per share, an increase of 2.05p per share.

Outlook

In the last quarter of our financial year we saw an improvement in risk appetite in some markets. However activity in April and early May was slow with the ongoing euro crisis and regulatory uncertainty depressing trading volumes. Some resolution on these important issues would help improve market sentiment. We reduced costs last year and are embarking on a structural overhaul that we expect will result in further significant run-rate savings of at least £50million per annum by the end of March 2014.

Markets ICAP provides services in a wide range of geographies and asset classes, with the breadth of its market coverage being a key strength of the Group.

We report on our business segments externally in the same way that we manage and report them internally. The major segments are voice, which we report by geographic region, electronic and post trade risk and information.

* During the year the allocation of asset classes has been amended to improve the accuracy of revenue allocation. The prior year asset classes have been re-presented to enable comparability

Voice

Our voice business is active in wholesale markets across all asset classes with the geographic performance as shown below.

* From continuing operations before acquisition and disposal costs and exceptional items

ICAP's voice strategy is to extend its hybrid capabilities further, to invest in growth markets and seize opportunities as they arise, to expand market share in products where we are not the leader, and to maintain our market share where we are the leader.

Voice revenue fell across all geographic regions, with the Americas seeing a 10% fall, as the credit and rates markets suffered from reductions in volumes. This fall was partially offset by a good performance from our energy business. A 36% fall in operating profit was principally due to a decline in revenue. Declines in EMEA were driven by weaker performances in cash products and repos. Asia Pacific experienced a decline in rates in Singapore as we rebuilt our team and tough trading conditions in equity derivatives in Japan. This was partly offset by increased activity in CNH in Hong Kong and commodities in Australia.

Rates

Our rates business comprises interest rate derivatives, government bonds, repos, cash products and financial futures.

Rates performed below the prior year. Although the markets were more active in the first half of the year, despite near zero short-term interest rates. Risk appetite fell between September and December as traders closed their books earlier than normal for the holiday season. Volumes improved in January, prompted by volatility due to Eurozone sovereign debt issues. ICAP maintained its market leading position in the euro, sterling and cross-currency swaps businesses.

Our government bonds business performed in line with the prior year, benefiting from issuance and the quantitative easing programme increasing volumes in the UK, as well as covered bond issuance in the US.

We expanded our financial futures and options execution-only business by hiring 31 former MF Global employees. The business is now run on a global basis, with operations in London, New York, Chicago and Sydney. Since the year end we opened an office in Dubai.

In Japan, we sold our Japanese government bond business to Central Totan Securities Co Limited and simultaneously purchased a 20% shareholding in the combined business. At the same time, the Group also increased its shareholding in Totan ICAP Co Limited, a leading interest rate derivatives broker.

ICAP launched DerivX, a mid-price matching platform for euro and sterling interest rate and inflation swaps and options and more recently added Australian dollar interest rate options fixings to the platform.

Foreign exchange (FX)

Our FX business comprises spot and forwards and a joint venture in options.

FX performed solidly, with volumes in spot, forwards and options all improving against the prior year, as markets remained volatile due to the ongoing uncertainty arising from the sovereign debt crisis. Forward FX had its third successive record year, largely as a result of being increasingly used as a money market funding instrument. The start of the second half of the year saw growth continue compared to the previous year. However, activity slowed slightly at the beginning of the fourth quarter. i-Forwards, our hybrid FX platform used for forward FX transactions, continued to see increased volumes.

Commodities

Our commodities business comprises energy, which includes power and electricity, oils, natural gas, coal, softs, agriculture, alternative fuels, metals and intellectual property.

Continuing volatility in the global commodity markets benefited ICAP during the year. Growth was strong in energy, especially oils, natural gas and emissions, as well as in softs, agriculture and alternative fuels. However, this was more than offset by disappointing performances from shipping, metals and intellectual property. Shipping has seen freight rates remain at a cyclical low due to the oversupply of ships and a sluggish global economy in both tanker and dry markets. We expect the tanker market to recover at a faster rate than the dry market. In February 2012, ICAP Shipping acquired the remaining 75% of Island Shipbrokers, a Singapore-based ship broking business, to strengthen its presence in the tanker market and the strategically important Asia Pacific region. Our metals business faced an increase in competition, and intellectual property has experienced disappointing auctions.

In February 2012, ICAP acquired Sun Commodities, a leading broker of European biodiesel and alternative fuels based in Geneva. The acquisition marked an expansion into European alternative fuels and strengthens our presence in the broking of physical commodities.

Emerging markets

ICAP is active in emerging markets across Asia Pacific, Latin America, Central and Eastern Europe and Africa. While local markets remain robust, international markets are suffering from the withdrawal of balance sheet capital for market making activities. This has had a significant impact on our revenue growth, with rates and credit businesses contributing to the decline, with Latin America growing strongly.

Brazil continues to be an area of focus for ICAP. Revenue was 25% above the previous year, largely driven by activity on BM&F and Bovespa. We have restructured our Brazilian business and we expect to breakeven in late 2012/13.

Credit

Our credit business comprises corporate bonds and credit derivatives.

Credit experienced challenging markets and underperformed against the prior year, particularly in the Americas. Volumes in the credit markets were muted due to global credit concerns and a reduction in risk appetite, which impacted new corporate bond issuance. Secondary trading has also been adversely affected, with much of the new issuance yet to find its way into the market.

The implementation of the long-term refinancing operation (LTRO) facility by the European Central Bank has not changed the downward trend in bank lending growth in the Eurozone. However, activity started to pick up in the fourth quarter as increased liquidity became evident.

Equities

Our equities business principally comprises equity derivatives. The equity derivatives market was volatile during the year, with large and frequent swings caused by global economic and political uncertainty. Our equity derivatives business saw slight revenue growth in the Americas and minor declines in EMEA and Asia Pacific.

ICAP maintained its market share in equity derivatives and continues to see future opportunities from regulatory reform. However, the equity derivatives business faces challenges from contracting volumes, commission compression and increased competition from new entrants.

In March 2012, ICAP launched iLinked, the first fully tradeable Delta One equity derivatives platform. The platform operates as a hybrid, offering traders the ability to transact either electronically or by voice. iLinked offers a range of equity-based exchange for physicals, which will allow traders to access a transparent pool of liquidity across 120 instruments. Other Delta One and equity derivative products will be added during 2012/13.

Electronic

ICAP operates EBS and BrokerTec, the world's leading electronic trading platforms in the OTC FX and fixed income markets. The platforms offer efficient and effective trading solutions to customers in more than 50 countries across a range of instruments including spot FX, US Treasuries, European government bonds and EU and US repo. The platforms are built on our bespoke networks which connect participants in wholesale financial markets.

* From continuing operations before acquisition and disposal costs and exceptional items

ICAP's strategy is to grow its global electronic business through increasing volumes of existing products and by developing new markets.

Combined average daily electronic volumes for the EBS spot FX and BrokerTec fixed income platform for the 12 months ended 31 March 2012 were $800 billion, an increase of 3% on the previous year, with the highest ever average daily volume, $906 billion, being achieved in June 2011.

Electronic reported revenue of £301 million, a decrease of 1% over the prior year. Operating profit increased by 4% to £127 million.

To support our market-leading position further at a time of heightened competition in electronic trading, we continue to invest in product development, operations and technology.

FX

Average daily FX electronic broking volumes on the EBS platform were $152 billion, a 1% increase on the prior year. Since late October, volumes on the EBS platform declined largely due to quieter market conditions and the range-bound nature of two of EBS's main currencies, the Japanese yen and the Swiss franc. Revenue generated from Commonwealth and emerging market pairs has been maintained, with continued growth in Russian ruble volumes.

The EBS platform continued to demonstrate its role as the FX market's central source of pricing and liquidity. This was seen on 4 August 2011 when heightened volatility resulted in $407 billion traded on EBS, the third-highest volume in its history.

EBS attracts growing interest from a wide range of counterparties for fixing orders. Volumes are improving in its continuous match block trading solution. Interest in both non-deliverables forwards and CNH also continues to grow from a variety of counterparties across all regions. EBS completed its first ever non-deliverable FX swap (NDS) trade in June 2011. NDSs are designed to make traders' FX position management simpler and more accurate.

Rates

Government bonds and repoTotal average daily volumes in US Treasury products, EU repo and US repo, at $648 billion, increased 3% versus the prior year. Trading on the BrokerTec platform reflected a number of factors, including the negative impact of the Eurozone crisis on investor confidence, lower risk appetite and continued rationalisation within banks. In addition, the flat yield curve for US Treasuries has created fewer trading opportunities.

Both the US and Europe saw a fall in repo activity, as a shortage in collateral was exacerbated by the European Central Bank's first LTRO in December 2011, raising €489 billion. Another unlimited three-year LTRO, raising a further €530 billion, followed in February 2012.

In Europe, electronic trading of European government bonds continued the growth seen in the previous year, with January 2012 reporting record volumes recorded in Austria, Belgium and Italy, and the second highest monthly turnover in France. Following a slow summer in UK gilts, business picked up towards the end of 2011/12.

We continue to invest in BrokerTec. In March 2012 we launched a new generation platform, considerably improving order volume and latency.

Interest rate swaps (IRS)In November we received regulatory approval for i-Swap Euro Limited to operate a multilateral trading facility (MTF) for OTC derivatives. i-Swap Euro Limited now runs ICAP's electronic platform for IRS trading and, is operated and controlled by ICAP, with Barclays Capital, Bank of America Merrill Lynch, Deutsche Bank and J.P. Morgan together investing £18 million. The four shareholding banks support the platform with streaming prices.

i-Swap Euro Limited provides a trading platform for euro IRS, as well as electronic execution services, in a wide range of interest rate products. The platform is managed by ICAP as a part of its technology infrastructure and control environment. ICAP has accordingly continued to consolidate 100% of its profit in its post-tax earnings. Once the other shareholders have recognised their non controlling interests, ICAP will retain 43% of i-Swap Euro Limited's post-tax earnings. ICAP believes that this co-investment will assist in the growth and development of the platform, as swaps trading becomes increasingly electronic. ICAP continues to earn all voice and broker-assisted hybrid IRS earnings.

The transition from a voice-brokered market to an electronic venue normally takes a number of years, as the liquidity pool migrates slowly and as customers become more comfortable with the new trading environment.

Following the launch of iSwap, initial trading volumes on the platform exceeded our expectations. However, as the euro crisis unfolded in the summer of 2011, volatility spiked, spreads on interest rate derivatives increased and electronic trade activity on iSwap diminished. The results of the recent elections in France and Greece and the potential ramifications for past commitments to austerity and the fiscal pact have troubled markets. Volatility has increased and risk appetite diminished. Current conditions are not supportive of active electronic markets in IRS and we anticipate continued volatility over the summer.

MyTreasuryMyTreasury is our electronic money market trading platform for corporate treasury investors. MyTreasury currently offers corporate treasurers access to AAA-rated money market funds and term deposits. Other products, including certificates of deposit, short-term loans, commercial paper and repo, are planned to be launched.

The value of funds invested via MyTreasury increased by 41% from the previous year to £18 billion. The platform offers access to more than 2,000 fund accounts. The pressures on interbank liquidity, along with the need for banks to strengthen their capital bases, have increased levels of interest in participation in MyTreasury.

CreditICAP has electronic platforms with functionality that has been developed to address different aspects of the credit derivatives markets. These credit platforms provide automated trading to all major banks and consistently have been one of the top three interdealer credit platforms. Our European platform has benefited from double-digit growth, specifically in CDS Index and high yield products.

Post trade risk and information

The post trade risk and information business comprises the portfolio risk services businesses (Reset, ReMatch and TriOptima), the transaction processing business, Traiana, and the information business.

* From continuing operations before acquisition and disposal costs and exceptional items

ICAP's aim is to continue to develop its post trade risk and information business by providing innovative services that enable our customers to reduce costs and risk, as well as to increase efficiency, return on capital and capacity to process trades.

The post trade risk and information business continued to perform strongly, reporting revenue of £208 million, an increase of 13% on the prior year. Operating profit increased by 15% to £91 million, reflecting improved market conditions, additional customers, as well as increased usage from existing customers.

Reset and ReMatchReset is the market leading provider of risk mitigation services within the interest rate and inflation markets, and accounts for the largest proportion of ICAP's post trade risk revenue and operating profit. Reset's expertise in short-end risk management helps its customers to control multiple forms of fixing and basis risk across numerous asset classes.

Despite a persistent global backdrop of low interest rate policy, with little prospect of change and widespread central bank liquidity, the high levels of stress in the European sovereign markets resulted in greater LIBOR volatility as counterparty credit concerns impacted funding markets. Reset benefited from both this volatility and from offering an expanding product set to its customers, including a bond bulk risk service in European government bonds and a floating/floating basis product.

ReMatch provides market risk mitigation and portfolio rebalancing services to address the problems derived from the build-up of illiquid, calendar spread and net open positions in CDS portfolios. In October 2011, ReMatch launched a new service to mitigate risk arising from quanto CDS (sovereign contracts denominated in a different currency) that reference European sovereigns. Quanto CDS enables banks to reduce their positions in what would otherwise be illiquid maturities. ReMatch has become a significant force in the market in CDS for western European sovereigns, emerging market sovereigns and corporates. Sovereign market stress, particularly in Europe, created significant increases in demand for ReMatch, most notably in the second half of the year.

TriOptimaTriOptima, through triReduce and triResolve, is the market leader in risk elimination and risk mitigation solutions for OTC derivatives, primarily through the reconciliation and elimination of outstanding OTC derivatives. The triReduce service decreases counterparty credit risk, the number of outstanding contracts and the gross notional value through early termination of existing contracts for rates, credit and energy swaps.

Since its launch in 2008, triReduce has eliminated more than $190 trillion in total notional volume in interest rate swaps. As we anticipated last year, during 2011/12 triReduce saw an increase in activity and eliminated $72 trillion in notional volume in interest rate swaps and $7 trillion in notional volume in CDS. Eliminating trades helps to reduce systemic risk and reduces potential administrative exposure in the event of a default.

The increased use of compression of trades demonstrates to regulators that risk in the system can and should be reduced by actively managing portfolios. This is as relevant for centrally cleared trades as it is for bilateral trades, as sending trades to a clearing house does not fully eliminate risk.

The triResolve service facilitates the management of counterparty credit exposure and reduction of operational risk by reconciling entire OTC portfolios. triResolve revenue grew as its customers increased their focus on operational and credit risk through portfolio reconciliation, margin call management and dispute resolution.

TraianaTraiana provides global banks, broker/dealers, buy-side firms and e-trading platforms with solutions to automate post trade processing of financial transactions. The Harmony network is the backbone of Traiana's post trade business. It is used by more than 500 of the world's leading financial companies and has become the market standard for post trade processing of FX. Traiana is focused on growing its original FX business, and exploiting the strengths of the Harmony network by adding new asset classes and services to the platform.

At 31 March 2012, Harmony was processing an average of 1.1 million transactions per day, an increase of more than 25% from the same period last year. In addition, Traiana's trade aggregation joint venture with CLS Group, CLSAS, continued to expand. CLSAS is processing more than 324,000 transactions per day, having grown by more than 85% over the past 12 months. As part of the strategy to expand into new asset classes, the platform was extended to provide solutions for exchange traded derivatives, equity derivatives/CFDs and cash equity transactions.

Traiana announced an industry effort to reduce risk in algorithmic trading of FX with leading FX prime brokers and trading platforms. This initiative offers customers the ability to centrally monitor and manage FX electronic communication networks' trading activity and trading limits on a global basis. The initiative contributed to growth during the year and is expected to provide additional growth opportunities in the future.

In January 2012, Traiana launched another new service on the Harmony platform. Harmony CCP Connect provides a comprehensive solution for OTC FX clearing, including connectivity, workflow automation, trade matching and affirmation. With a single connection to Harmony, it provides access to all CCPs, thus lowering costs and complexity for market participants. The solution supports all proposed US and European clearing rules and workflows, simplifying compliance for FX clearing companies and their customers. In January 2012, Traiana Harmony was certified by the CME Group for the submission of OTC FX derivatives. In March 2012, Traiana announced that six of the largest FX clearers had chosen Traiana Harmony for their comprehensive client clearing solution.

InformationICAP Information is the leading provider of OTC market information, delivering independent data solutions to financial market participants. It empowers customers to make trading decisions with OTC market information across key asset classes. ICAP Information provides data services across ICAP's brokered product range and offers innovative solutions for real-time, end-of-day and historic products.

ICAP's data is the key source of mark-to-market data for the industry and of intelligence behind algorithmic trading and research models for customers. With average daily volume data brokered by ICAP fed into our data products, there are 29 million average daily data updates in more than 96,000 instruments delivered to end users. The business has exhibited strong performance versus the prior year with growth in both revenue and profit. It employs a subscription-based charging structure which provides a regular revenue stream.

The depth and breadth of our products expanded in 2011/12 with the launch of Eurex ICAP Swap Spreads, in collaboration with Deutsche Börse, which enabled us to develop a real-time benchmark for euro yield spreads. In the fixings and reference space, we expanded our partnership with Thomson Reuters with the delivery of spot FX fixes and the development of new services in emerging markets, following the launch of ICAP LatAm. In March 2012, ICAP agreed to extend its data product and distribution agreement with QUICK Corp in Japan for three years.

Profit for the year

*before acquisition and disposal costs and exceptional items

The Group reports a solid performance with profit after tax, acquisition and disposal costs and exceptional items of £140 million from continuing operations.

Acquisition and disposal costs

The Group saw amortisation of intangibles remain in line with the prior year with no material intangibles acquired in the year. Impairments to goodwill and intangible assets increased in the period from £11 million to £103 million principally relating to Link and Arkhe. While Link has maintained its market share, it faces certain challenges due to a contracting market. The impairment in Arkhe was offset by a £31 million release of legal liabilities booked on acquisition that created the original goodwill balance. There is no cash impact from making these impairments. A gain of £13 million was recognised on the sale of our Japanese government bond business.

Exceptional items

The Group's policy is to disclose separately items in its income statement as exceptional which are non-recurring and, in terms of both size and nature, material.

No exceptional items have been included for the year (2011 - £23 million charge).

Tax

The overall objective continues to be to plan and manage the tax affairs of the Group efficiently while complying with local tax regulations. The Group's effective tax rate, excluding acquisition and disposal costs, exceptional items and discontinued operations is 27% (2011 - 26%).

The Group's tax charge is affected by the varying tax rates in different jurisdictions applied to taxable profits, the mix of those profits, and the rules impacting deductibility of certain costs. The Group continues to take a prudent approach to the management of its tax affairs and provisions are set to cover tax exposures. We expect the Group's effective tax rate, excluding acquisition and disposal costs, exceptional items and discontinued operations to be between 27%-29% for the financial year ending 31 March 2013.

Balance sheet

The Group's net assets as at 31 March 2012 were £1,210 million (2011 - £1,251 million).

Gross debt is £629 million, a £64 million increase as a result of additional drawings under the revolving credit facility to finance the capital increase in the UK regulated entities and the issue of European Commercial Paper. Committed headroom at 31 March 2012 was £324 million (2011 - £362 million). As at 31 March 2012, the earliest debt maturity date relating to the RCF was 31 May 2013. However, on 20 April 2012 this facility was extended to 31 May 2014. Cash and cash equivalents increased by £143 million to £547 million, as a result of cash received from the investment by our partners in i-Swap Euro Limited and as previously mentioned, additional funding of UK regulated entities. As a consequence, net debt has reduced by £79 million to £82 million.

Restricted cash as at 31 March 2012 was £50 million (2011 - £73 million). This represents cash which the Group does not have immediate and direct access to, such as a CCP clearing house. This balance fluctuates with trading.

As at 31 March 2012, the Group's Pillar 1 regulatory capital headroom was £0.9 billion down from £1.1 billion in the previous year as a result of the low market and credit risk in the Group. The Group continues to benefit from the BIPRU Investment Firm Consolidation waiver which runs until April 2016.

Earnings and EPS

We believe that the most appropriate EPS measurement ratio for the Group is adjusted basic EPS as this measure better reflects the Group's underlying cash earnings. Adjusted basic EPS from continuing operations excludes the impact of the performance of acquisition and disposal costs, exceptional items and discontinued operations. The calculation of EPS is set out in the financial statements.

Adjusted basic EPS from continuing operations increased by 1% to 40.1p. The Group's basic EPS from continuing operations reduced from 28.1p to 21.1p and total basic EPS, including discontinued operations, reduced from 28.7p to 21.1p.

During the year the Group purchased 14.3 million shares in to Treasury Shares to offset the dilution caused by the prior year scrip dividend.

Dividend

For the current year we propose, subject to shareholder approval, to increase the final dividend to 16.00p which will result in an increase in the full-year dividend of 2.05p to 22.00p. The final dividend will be paid on 20 July 2012 to shareholders on the register on 29 June 2012.

Interim dividends are calculated as 30% of the previous year's full-year dividend. This approach is expected to continue for the 2012/13 financial year.

Free cash flow

*Cash generated from operations plus discontinued and exceptional items

The Group's consolidated cash flow statement is set out in the financial statements.

The Group continues to generate substantial free cash flow. Over the long term it is expected free cash and post-tax profit will converge. At 31 March 2012 our free cash flow conversion was 103% compared to 81% in 2010/11, primarily as a result of an improvement in short-term working capital.

Cash generated from ongoing operations increased by £62 million in 2011/12 primarily as a result of a decrease in restricted funds (£23 million) and the impact of initially unsettled trades (£25 million).

Net payments in respect of interest and tax increased by £27 million, primarily reflecting an increase in tax payments as the prior year benefited from a tax refund.

The Group distributed £135 million of its free cash flow to shareholders through its dividend and bought 14.3 million shares into Treasury Shares at a cost of £56 million.

Events after the balance sheet date

On 20 April 2012 the Group extended the maturity date of the $880 million revolving credit facility, incorporating up to a $200 million swingline facility, by one year from 31 May 2013 to 31 May 2014.

Consolidated income statement

Year ended 31 March 2012

The financial statements were approved by the board on 16 May 2012 and were signed on its behalf by:

Michael Spencer Iain Torrens

Group Chief Executive Officer Group Finance Director

Consolidated statement of changes in equity

Consolidated statement of changes in equity

Company statement of changes in equity

*Group - Payments to acquire own shares for employee share trusts is shown net of £6m (2011 - £4m) of contributions received from participants in the trust.

Notes to the financial statements

1. Basis of preparation

Preparation of financial statements

The financial statements have been prepared in accordance with IFRS adopted by the EU, IFRIC interpretations and with those parts of the CompaniesAct applicable to companies reporting under IFRS and therefore comply with Article 4 of the EU IAS Regulation. The financial statements have also been prepared under the historical cost convention, as modified to include the fair value of certain financial instruments in accordance with IFRS. The financial statements are prepared in pound sterling, which is the functional currency of the Company and presented in millions.

The significant accounting policies adopted by the Group and Company are included at the front of the notes to which they relate.

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Management consider goodwill (note 6) and tax (note 9) to be the areas where increased judgement is required. This is discussed further in the notes relating to these areas. Due to the inherent uncertainty in making estimates, actual results reported in future periods may be based on amounts which differ from those estimates. Judgements, estimates and assumptions are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

After making relevant enquiries, the directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing the financial statements.

The financial statements continue to present the notes in an order that reflects management's view of the importance of information contained in the notes to the performance and position of the Group for the year ended 31 March 2012.

Presentation of the income statement

The Group maintains a columnar format for the presentation of its consolidated income statement. The columnar format enables the Group to continue its practice of improving the understanding of its results by presenting profit for the year before acquisition and disposal costs and exceptional items. This is the profit measure used to calculate adjusted EPS (note 3) and is considered to be the most appropriate as it better reflects the Group's underlying cash earnings. Profit before acquisition and disposal costs and exceptional items are reconciled to profit before tax on the face of the consolidated income statement.

The column 'acquisition and disposal costs' includes: any re-measurement after initial recognition of deferred contingent consideration which has been classified as a liability; any gains or losses on the revaluation of previous interests; any gains or losses on the disposal of investments, associates or subsidiaries; and costs associated with a combination that do not constitute fees relating to the arrangement of financing. The column may also include items such as gains or losses on the settlement of pre-existing relationships with acquired businesses and the re-measurement of liabilities that are above the value of indemnification.

Items which are of a non-recurring nature and material, when considering both size and nature, are disclosed separately to give a clearer presentation of the Group's results. These are shown as 'exceptional items' on the face of the consolidated income statement.

On the face of the consolidated income statement, basic and diluted EPS from continuing operations have also been disclosed. This enables the Group to provide clarity of the EPS of the continuing core business.

The Company has taken advantage of section 408 of the Companies Act not to present its own income statement and statement of comprehensive income.

Notes to the financial statements

1. Basis of preparation continued

Basis of consolidation

The Group's consolidated financial statements include the results and net assets of the Company, its subsidiaries and the Group's share of joint ventures and associates.

An entity is regarded as a subsidiary if the Group has control over its strategic, operating and financial policies and intends to hold the investment on a long-term basis for the purpose of securing a contribution to the Group's activities.

The results of companies acquired during the year are included in the Group's results from the effective date of acquisition. The results of companies disposed of during the year are included up to the effective date of disposal.

The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

On consolidation, the accounting policies of Group companies (the Company and its subsidiaries) are consistent with those applied by the Group. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated as part of the consolidation process. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

A joint venture is an entity in which the Group has an interest and, in the opinion of the directors, exercises joint control over its operating and financial policies. An interest exists where an investment is held on a long-term basis for the purpose of securing a contribution to the Group's activities. Joint ventures are proportionately consolidated, whereby the Group's consolidated income statement and balance sheet include the Group's share of the income and assets on a line-by-line basis.

An associate is an entity in which the Group has an interest and, in the opinion of the directors, can exercise significant influence, but not control, over its operating and financial policies. An interest exists where an investment is held on a long-term basis for the purpose of securing a contribution to the Group's activities. Significant influence generally exists where the Group holds more than 20% and less than 50% of the shareholders' voting rights.

Associates are accounted for under the equity method whereby the Group's consolidated income statement includes its share of their profits and losses and the Group's consolidated balance sheet includes its share of their net assets.

Foreign currencies

In individual entities, transactions denominated in foreign currencies are recorded at the prior month closing exchange rate between the functional currency and the foreign currency. At each end of the reporting period, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at the end of the reporting period. Exchange differences are recognised in the consolidated income statement, except for exchange differences arising on non-monetary assets and liabilities where these form part of the net investment of an overseas business or are designated as hedges of a net investment or cash flow and, therefore, the changes in value are recognised directly in other comprehensive income. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined.

On consolidation, the results of businesses with non-pound sterling functional currencies are translated into the presentational currency of the Group at the average exchange rates for the period where these approximate to the rate at the date of the transactions. Assets and liabilities of overseas businesses are translated into the presentational currency of the Group at the exchange rate prevailing at the end of the reporting period. Exchange differences arising are recognised within other comprehensive income. Cumulative translation differences arising after the transition to IFRS are taken to the consolidated income statement on disposal of the net investment.

Notes to the financial statements

1. Basis of preparation continued

Foreign currenciescontinued

Goodwill and fair value adjustments arising on the acquisition of a non-pound sterling entity are treated as assets and liabilities of that entity and translated into the presentational currency of the Group at the period closing rate. Where applicable, the Group has elected to treat goodwill and fair value adjustments arising before the date of transition to IFRS as denominated in the presentational currency of the Group.

In the consolidated statement of cash flows, cash flows denominated in foreign currencies are translated into the presentational currency of the Group at the average exchange rate for the year or at the rate prevailing at the time of the transaction where more appropriate.

Recent accounting developments

The following amendment is mandatory for the first time for the financial year beginning 1 April 2011 and is considered relevant to the Group:

- Revised IAS24 'Related party disclosures' issued in November 2009 supersedes IAS24 'Related party disclosures' issued in 2003.

The adoption of this standard will not have a material impact on the Group.

The following new standards and amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1 April 2011 and have not been early adopted:

- IFRS9 'Financial instruments' addresses classification and measurement of financial assets, as the first phase of the replacement of IAS39 'Financial Instruments - recognition and measurement' and is effective for annual periods beginning after 1 January 2015, subject to EU endorsement. The impact on the Group's financial statements of the future adoption of the standard is still under review.

- IFRS10 'Consolidated financial statements' requires a parent to present consolidated financial statements as those of a single economic entity, replacing the requirements previously contained in IAS27 'Consolidated and separate financial statements' and SIC-12 'Consolidation - special purpose entities'. The standard becomes effective for annual periods beginning on or after 1 January 2013.

- IFRS11 'Joint arrangements' replaces IAS31 'Interests in joint ventures' and requires a party to a joint arrangement to determine the type of joint arrangement in which it is involved by assessing its rights and obligations and then account for those rights and obligations in accordance with that type of joint arrangement. The standard becomes effective for annual periods beginning on or after 1 January 2013.

- IFRS12 'Disclosure of interests in other entities' requires the extensive disclosure of information that enables users of financial statements to evaluate the nature of, and risks associated with, interests in other entities and the effects of those interests on its financial position, financial performance and cash flows. The standard becomes effective for annual periods beginning on or after 1 January 2013.

- IFRS13 'Fair value measurement' replaces the guidance on fair value measurement in existing IFRS accounting literature with a single standard. The standard becomes effective for annual periods beginning on or after 1 January 2013.

- IAS27 'Consolidated and separate financial statements' - reissued as IAS27 'Separate financial statements' (as amended in 2011). This standard is an amended version of IAS27 'Consolidated and separate financial statements' which now deals only with the requirements for separate financial statements, which have been carried over largely unchanged from IAS27 'Consolidated and separate financial statements'. Requirements for consolidated financial statements are now contained in IFRS10 'Consolidated financial statements'. The standard becomes effective for annual periods beginning on or after 1 January 2013.

The impact on the Group financial statements of adopting IFRS10, IFRS11, IFRS12, IFRS13 and IAS27 is currently under review. However the adoption of these standards is not expected to have a material impact.

Notes to the financial statements

1. Basis of preparation continued

Financial risk managementThe Group operates internationally and is exposed to a variety of financial risks including currency, interest rate, market price, liquidity and credit.

The Group's overall financial risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance by using derivative instruments to lower funding costs, alter interest rate exposures arising as a result of mismatches between assets and liabilities or to achieve greater certainty of future costs. The use of derivatives forms part of the Group's overall risk management framework as determined by the board through the GRACC.

The Group's funding and exposure to interest rate and FX rate risk are managed by the Group's treasury function in accordance with a policy framework approved by the GRACC. The framework lays out the Group's appetite for risk and the steps to be taken to manage these risks. The GRACC receives bi-monthly reports on the activities of the treasury function and is also responsible for approving significant transactions such as new financing arrangements or changes to the Group's hedging strategy. The GRACC sets and monitors treasury's counterparty limits in conjunction with the risk team.

The Group's exposure to market price risk arises mainly through counterparties to matched principal and exchange-traded transactions failing to fulfil their obligations or through trade mismatches and other errors. In matched principal transactions, the Group acts as an intermediary by serving as counterparty for identified buyers and sellers in matching, in whole or in part, reciprocal back-to-back trades. In order to facilitate customer transactions and provide liquidity, the Group may participate in certain marketplaces by posting quotations. On occasion, the act of posting quotations in pursuit of customer orders can result in the Group becoming principal to unmatched trades. In exchange-traded transactions, the Group executes the trade as principal and then novates the contract to its client. A failure by the client to accept the trade would result in the Group becoming exposed to market price risk.

The market price risk the Group faces in these situations is restricted to short-term price movements in the underlying instrument temporarily held by the Group and movements in FX rates. Any such market price risk arising is identified, monitored and reported to senior management on a daily basis and to the GRACC. Policies and procedures are in place to reduce the likelihood of such trade mismatches and, in the event that they arise, the Group's policy is to liquidate or hedge and liquidate these principal positions as soon as reasonably practicable.

The Company is not exposed to market price risk as it holds no listed investments, and has no trading activity.

Notes to the financial statements

2. Segmental information

The Group has determined its operating segments based on the management information reviewed on a regular basis by the Company's board. The Group considers the executive members of the Company's board to be the Chief Operating Decision Maker (CODM).

The CODM currently considers the business to consist of regional voice businesses in EMEA, the Americas and Asia Pacific, a global electronic business active in fixed income interest rate derivatives and FX markets and a global post trade risk and information business. Each of these five business areas are managed and reviewed by the CODM on a stand-alone basis and, as such, are considered segments. The Group reviews the composition of the operating segments at the beginning of each fiscal year to determine whether they remain appropriate. Any changes would result in restatement of the figures reported in the prior year for comparative purposes.

Revenue comprises commission from the Group's voice business, brokerage or access fees from its electronic business and fees from the provision of post trade risk and information.

Voice

Matched principal and stock lending business

Certain Group companies are involved in a non-advisory capacity as principals in the matched purchase and sale of securities and other financial instruments between our customers. Revenue is generated from the difference between the purchase and sale proceeds and is recognised in full at the time of the commitment by our customers to sell and purchase the security or financial instrument. The revenue generated by the stock lending business is not material to the Group.

Agency business (name give-up)

The Group acts in a non-advisory capacity to match buyers and sellers of financial instruments and raises invoices for the service provided. The Group does not act as principal in name give-up transactions and only receives and transmits orders between counterparties. Revenue is stated net of rebates and discounts, value-added tax and other sales taxes and is recognised in full on the date of the trade. Amounts receivable at the year end are reported as other trade receivables within trade and other receivables.

For the shipbroking business, the Group acts in a non-advisory capacity to match buyers and sellers of services and recognises revenue, net of rebates and discounts, value-added tax and other sales taxes when the Group has a contractual entitlement to commission, normally the point at which there is a completion of contractual terms between the principals of a transaction. Amounts receivable at the year end are reported as other trade receivables within trade and other receivables.

Execution on exchange business

The Group also acts as a broker of exchange listed products, where the Group executes customer orders as principal and then novates the trade to the underlying customers' respective clearer for settlement. Revenue is generated from either the difference between the purchase and sale proceeds or by invoice, depending on the product, market and agreements in place with the customer and is recognised on the trade date.

Electronic

The Group acts as a broker for FX, interest rate derivatives, fixed income products and CDS through the Group's electronic platforms. Revenue is generated from brokerage fees which are dependent on the customer's global coverage and average trading volumes. The Group also charges fees to use the electronic trading platform for access to liquidity in the FX or precious metal markets.

Post trade risk and information

The Group receives fees from the sale of financial information and provision of post trade risk and information to third parties. These are stated net of value-added tax, rebates and other sales taxes and recognised in revenue on an accruals basis to match the provision of the service. Amounts receivable at the year end are reported as other trade receivables within trade and other receivables.

Notes to the financial statements

2. Segmental information continued

Reorganisation of portfolio

As a result of the decreasing number of new businesses set up or established over the past two years, for the period commencing 1 April 2011, the CODM has discontinued the new business segment and incorporated the initiatives into the segment operated by the appropriate member of the GEMG. The decision to no longer report the new business segment reflects management's decision 12 months ago to focus on organic expansion and developing partnerships with customers. This has resulted in a low level of new business initiatives which do not otherwise meet the criteria to be reported under core segments. No longer presenting new businesses separately results in the other segments initially showing lower margins as businesses such as Brazil move towards operational maturity. The comparative periods have been re-presented for this change. The business consists of regional voice businesses in EMEA, the Americas and Asia Pacific, a global electronic business active in fixed income interest rate derivatives and FX markets and a global post trade risk and information services business. Each of these five business areas are managed and reviewed by the CODM on a stand-alone basis and, as such, are considered segments.

The Group continues to disclose an operating segment for the voice business in Asia Pacific even though this segment does not meet the quantitative thresholds to be mandatory under IFRS8 'Operating segments'. This is to reflect the importance of the Asia Pacific region to the Group and the way the Group is managed.