Half Yearly Report

ICAP plc

Half Year Results to 30 September 2011

Good performance in H1 - Adjusted profit before tax up 2% (statutory basis 3%)

London - 16 November 2011 ICAP plc (IAP.L), the world's leading interdealer broker, today announced its results for the six months ended 30 September 2011.

Highlights:

·; Group revenue constant at £867 million (30 September 2010 - £867 million)

·; Revenue on an underlying basis4 increased by 3%

·; Electronic revenue increased by 5% to a record £160 million (30 September 2010 - £152 million)

·; Post trade risk and information revenue increased by 10% to a record £99 million (30 September 2010 - £90 million)

·; Group operating profit margin1 22% in line with FY 2011

·; EPS (continuing adjusted basic)3 decreased by 6% to 19.6p (30 September 2010 - 20.8p), reflecting a 31% tax rate

·; Free cash flow5 of £82 million (30 September 2010 - £83 million)

·; Interim dividend payment to shareholders of 6.00p per share (30 September 2010 - 5.27p per share)

Michael Spencer, Group Chief Executive Officer, said: "We are living through extraordinary times in financial markets. Global imbalances and slowing economic activity are being played out together with the Eurozone crisis. The climate of uncertainty is inevitably creating risk aversion in volatile markets around the world.

"Against this backdrop ICAP performed well in the first half as a result of the diversity of our businesses and ability to provide customer solutions. High volumes this summer, along with continued revenue and profit growth in our higher margin electronic broking and post trade businesses, offset lower volumes in some of our voice markets. We generated strong cash flow and our group operating margin was 22%.

"We maintained our focus on innovation, launching new products and upgrades to existing platforms. We are pleased to have formed a partnership with some of the world's largest swaps dealers who are co-investing in iSwap, our electronic platform for interest rate swaps, a move which will greatly enhance the growth of the platform as swaps' trading becomes increasingly electronic. This new iSwap platform yesterday received regulatory approval from the FSA to operate as an MTF. In Brazil we have grown revenues and market share and are cutting costs to put the business on the path to profitability.

"As the banks approach the end of their financial year they are reducing their appetite for risk. This has resulted in activity in our voice business in October and November to date being disappointing, but not surprising. We expect to see a return to more normal activity at the start of the next calendar year.

"Looking forward, our focus remains on investing in new products, platforms and markets to drive growth and executing on our strategy to ensure that we meet the needs of our customers around the world. The strength of our diversified business model positions us strongly for long-term sustainable growth and we continue to believe that we are well placed to benefit from the forthcoming changes in the regulatory environment."

There will be a briefing for analysts and investors at 08:30 GMT on Wednesday 16 November 2011 at 2 Broadgate, London EC2M 7UR. A webcast of the presentation made to analysts will be available at www.icap.com.

A conference call for press will be held at 11:00 GMT on Wednesday 16 November 2011 to discuss this statement. For dial in details please contact [email protected].

Contacts:

Brigitte Trafford Director of Corporate Affairs +44 (0) 20 7050 7103Alex Dee Head of Investor Relations +44 (0) 20 7050 7123Neil Bennett Maitland +44 (0) 20 7379 5151

Notes to editors:

About ICAP

ICAP is the world's leading interdealer broker and provider of post trade risk and information services. The Group matches buyers and sellers in the wholesale markets in interest rates, credit, commodities, FX, emerging markets and equity derivatives through voice and electronic networks. Through our post trade risk and information services we help our customers manage and mitigate risks in their portfolios. For more information go to www.icap.com.

Notes:

1 From continuing operations excluding acquisition and disposal costs and exceptional items.

2 Profit is defined as pre-tax profit from continuing operations before acquisition and disposal costs and exceptional items.

3 Adjusted basic EPS is based on total earnings before acquisition and disposal costs and exceptional items (and their tax effects). Continuing adjusted basic EPS is based on earnings from continuing operations before acquisition and disposal costs and exceptional items.

4 Revenue from continuing operations stated at constant translation and transactional FX, excluding acquisition and disposal costs and exceptional items.

5 Free cash flow from continuing operations is net cash flow from operating activities after deducting capital expenditure and adding dividends received from associates and investments.

6 The comparative results have been re-presented to reflect the impact of the new business segment being discontinued from 1 April 2011 and the inclusion of new businesses within the appropriate segment as proposed in the Group's 2011 Annual Report.

7 Please refer to the Definitions section of the Group's 2011 Annual Report for meanings of abbreviations used.

Review of operations

Group revenue from continuing operations for the half year at £867 million was in line with last year with voice broking showing a 3% fall in revenue, electronic broking showing a 5% increase and post trade risk and information services a 10% increase. Revenue on an underlying basis4 increased by 3%.

Performance in the first half has been impacted by a number of one-off events that influenced the level of activity in the current and previous period. Volumes in April 2011 were adversely affected by the extended holiday season in the UK while May 2011 suffered from a difficult comparable given the volatility created by the 'flash crash' the previous year. This led to comparable revenue in Q1 being lower. However, macroeconomic uncertainty in Q2 drove record volumes and this trend continued into September.

ICAP produced a profit from continuing operations before taxation, acquisition and disposal costs and exceptional items in the half year to 30 September 2011 of £186 million (2010 - £183 million), 2% higher than the prior year. Continuing adjusted EPS fell by 6% reflecting the increase in the effective tax rate to 31% (from 26%).

On a statutory basis, profit before taxation from continuing operations was £151 million for the half year ended 30 September 2011 (2010 - £116 million), primarily reflecting the impact of exceptional items recognised in the prior year. We believe that profit from continuing operations before taxation, acquisition and disposal costs and exceptional items better reflects the Group's performance. This measure is reconciled to profit before taxation in the consolidated income statement.

Combined, ICAP's electronic broking and post trade risk and information services businesses accounted for 56% of operating profit1 in the first half.

Delivering on our strategy

Our strategy remains to leverage the comparative advantage of our voice and electronic business model and seize the opportunities created by regulatory change in trade execution and post trade. Our aim is to generate profit evenly distributed between our three divisions and to deliver superior EPS growth. To achieve this we will seek to partner with our major customers and capitalise on the significant investments in network businesses we have made in the past few years. A prime example is the development of the iSwap platform for trading electronic interest rate swaps and the subsequent investment by our bank customers in the company that runs the platform. In addition, we will also continue to strengthen the Group's infrastructure and focus our resources on markets with structurally higher growth opportunities.

Regulatory landscape

Politicians and regulators continue to call for a stronger regulatory framework for OTC markets to (i) ensure that the infrastructure is as robust as possible; (ii) increase efficiency; and (iii) reduce risk. The regulatory push towards more electronic or hybrid trading of derivatives and central clearing are positive drivers for our sector. As a leading provider of OTC market infrastructure, ICAP is in a very strong position to work with market participants and lead new initiatives to address regulatory concerns.

In the US, the implementation of the Dodd-Frank Act is proceeding, despite significant delays. It is expected that the final SEF rules will not be published before early 2012 and are not likely to be implemented before late 2012. Recent comments from CFTC Commissioners indicate a phased approach toward meeting regulatory requirements. ICAP is fully committed to meeting the SEF rules.

In Europe, EMIR, which will regulate central clearing and trade repositories, is expected to be agreed before the end of 2011 and implemented during 2013. MiFID II/ MiFIR (Markets in Financial Instruments Regulation) will reorganise trading market structures in Europe, including the introduction of organised trading facilities, the European equivalent of a SEF. MiFID II/ MiFIR is expected to be agreed by the end of 2012 and implemented in 2014 at the earliest. ICAP has extensive experience of running regulated platforms and currently operates nine multilateral trading facilities (MTFs).

Divisional performance

ICAP reports on segments of its business externally in the same way as we manage and report the business internally. The major segments are the three core voice broking businesses; electronic broking; and post trade risk and information services.

Core voice broking

Our core voice broking business is active in wholesale markets in rates, FX, commodities, emerging markets, credit and equities and continues to diversify into new products and to expand its usage of hybrid technology.

From 1 April 2011 we no longer report businesses that are less than two years old in a separate new business category. These businesses have now been fully incorporated in the reported results of the core voice broking section; the largest of these former new businesses is our business in Brazil which is now classified under the Americas.

Revenue per broker decreased from £268,000 to £263,000 with the number of brokers increasing to 2,384 as we hired additional brokers in higher growth areas, such as commodities, who were not yet fully productive at the period end.

In EMEA, we saw solid volumes in rates, emerging markets and commodities as the macro-economic instability provided a significant boost to our business. Rates revenue rose with the heightened sovereign debt crisis; commodities were particularly strong in oils, gas and emissions; and emerging markets benefited from a flight to higher yields and better growth prospects. In credit, volatility and hedging requirements saw increased volumes in CDS.

In the Americas, revenue was down 5% (£14 million) on the prior year as subdued markets impacted our activities in rates and credit. This was partly offset by growth in commodities, equity derivatives, emerging markets and strong revenue growth in Brazil, where we continue to win market share. Operating profits were down 30% (£10 million) primarily reflecting the poor trading conditions and investments in new initiatives. The largest of these initiatives, Brazil, is expected to have losses for 2011/12 in line with the prior year, however we have taken action to breakeven in 2012/13 including a recent reduction in headcount.

In Asia Pacific, our Hong Kong office benefited from strong performance in offshore Renminbi (CNH) products as well as good volumes in IRS and equity derivatives. While our team in Singapore has performed well, the rebuilding has impacted our financial performance. We have announced the restructuring of our interests in Japan in order to expand the potential scale of our Japanese government bond business while, at the same time, increasing our investment in a growing derivatives business. This restructuring will be completed in January 2012.

Our investment in technology remains a key differentiator compared to our competitors and in the core voice business we continue to invest in hybrid platforms and innovate to provide our customers with new products. Over the past six months we launched DerivX, a fixing platform for interest rate and inflation swaps and options.

Electronic broking

ICAP operates the world's leading OTC electronic trading platforms in the FX and fixed income markets (EBS and BrokerTec). The platforms offer trading solutions in a range of instruments including spot FX, US Treasuries, European government bonds and EU and US repo. ICAP's strategy is to grow our global electronic market business both through increasing volumes of existing products and by developing new markets.

ICAP's electronic broking business benefited from increased volatility and flow in the financial markets resulting in an increase in both revenue and operating profit. During the six months to 30 September 2011 total average daily volumes on the EBS and BrokerTec platforms reached $880 billion, an increase of 17% on the same period last year.

In fixed income products, total average daily volumes on the BrokerTec platform were $705 billion, an increase of 18% on the previous year. In the Americas, mixed economic news, debt ceilings and government budgetary issues all created a catalyst for flow in the treasury market. Despite many institutions looking for an increase in US Treasury rates, yields continued to fall. US Treasury electronic broking volumes increased 2% year-on-year to $142 billion, and US repo volumes were up 23% year-on-year to $254 billion.

In Europe short-dated secured funding levels maintained momentum in European repo volumes as they reached $309 billion, up 24% year-on-year.

Average daily volumes in global FX on EBS increased 14% year-on-year to $175 billion, reflecting an increase in market volatility. We saw active interest in offshore RMB (known as CNH) and Ruble trading on the EBS platform. On 4 August $407 billion was traded on EBS, the third-highest volume day in its history.

In September we reached the first anniversary of the launch of iSwap, our electronic market for trading euro IRS with market maker support. As of 30 September 2011, almost 13 months after the launch, we have traded IRS with a notional value of over €600 billion, accounting for more than 20% of ICAP's euro IRS trades of this type.

We have received regulatory approvals for iSwap Euro Limited, a new company, to operate a MTF for OTC derivatives. iSwap Euro Limited will run ICAP's existing electronic platform for IRS trading and be operated and controlled by ICAP, with Barclays Capital, Bank of America Merrill Lynch, Deutsche Bank and J.P. Morgan as investor shareholders, with the banks investing $34 million. The four shareholding banks will support the platform with streaming prices.

iSwap Euro Limited will provide a trading platform for euro IRS and will provide electronic execution services in a wide range of interest rate products. There is potential for additional investment by other user banks. It will be managed and operated by ICAP as a part of ICAP's technology infrastructure and control environment and accordingly ICAP will continue to consolidate 100% of its profits in its post-tax earnings. Once the other shareholders have recognised their non-controlling interests, ICAP will own 43% of its post-tax earnings. ICAP will continue to own all voice and broker-assisted hybrid IRS earnings.

ICAP believes this co-investment will assist in the growth and development of the platform as swaps trading becomes increasingly electronic.

Post trade risk and information services

ICAP's goal is to develop our post trade risk and information businesses to provide innovative services that enable our customers to reduce their costs and risks and to increase their efficiency, return on capital and capacity to process trades. The post trade risk and information segment is comprised of Traiana, the portfolio risk services businesses - TriOptima, Reset and ReMatch - and the information business. ICAP delivered good performance across all of its post trade risk and information services businesses.

Traiana

Traiana, which provides global banks, brokers/dealers, buy-side firms and e-trading platforms with the ability to automate post-trade processing of financial transactions, saw revenue growth driven by the significant increase in FX tickets processed and an increase in the number of instructions received via the trade aggregation joint venture with CLS Group, CLS Aggregation Services LLC (CLSAS).

At 30 September 2011, Harmony, the leading post trade network, was processing an average of 1.2 million transactions per day, an increase of over 90% from the same period last year. During the last year CLSAS has grown more than 500% to processing on average 279,000 transactions per day during September 2011.

Traiana has continued to diversify into exchange traded derivatives, equity swaps and equity product lines bringing new services to the market. In June Traiana launched an industry effort to monitor credit utilisation on electronic trading venues in conjunction with leading banks and trading platforms.

TriOptima

TriOptima is the provider of OTC derivatives infrastructure services including triReduce and triResolve. TriOptima's services are aimed at reducing risk and helping financial institutions to manage their OTC derivative portfolios more efficiently. In the first half of 2011 TriOptima saw strong revenue growth as our customers returned to focusing on optimising their portfolios through compression thereby reducing potential exposure in the event of a default.

TriOptima's portfolio compression service, triReduce, eliminated $21 trillion in outstanding IRS and $3 trillion of CDS positions between banks in the six months ended 30 September 2011. TriOptima's counterparty exposure management service, triResolve, also continued to expand.

Reset and ReMatch

Continued stress and uncertainty in the financial markets over debt levels and bank credit have provided a catalyst for demand from our customers in reducing trading risk by using Reset's bulk risk service ensuring that it had a solid performance in the six months ended 30 September 2011. Reset accounts for the largest individual component of ICAP's post trade business. In the third quarter we launched a new bond bulk risk service in European government bonds and a floating/floating basis product. ReMatch continues to expand its offering and gain traction in the CDS portfolio basis risk rebalancing space including the introduction of a new service to help its customers reduce their exposure to Quanto CDS risk. In the first three runs, ReMatch eliminated more than $15 billion of Quanto CDS risk.

Markets

ICAP is active in a broad range of markets and the diversity of its market coverage is a key strength of the Group. The revenue and growth rates per market are given below:

* During the current period the allocation of product types has been amended to improve accuracy of allocations. The prior year product types have been re-presented to ensure comparability.

Margins and costs

Group operating margin at 22% is in line with the full year reported margin to 31 March 2011. Overall costs for the Group remain flat with positive impact for FX being offset by investment in core businesses including Brazil and Traiana. The Group continues to invest significantly in technology, spending 11% of revenue.

Profit/cash conversion

In the six months ended 30 September 2011 the Group generated cash from operations before exceptional items paid of £166 million, up £23 million on the prior period. This was principally as a result of the impact of FX and the timing of staff compensation payments offset by an increase in restricted funds due to higher trading activity requiring more funds to be held at clearing houses and settlement providers and increased tax payments. Together these caused free cash flow to decrease by £1 million to £82 million.

Balance sheet

During the six months to 30 September 2011, the Group generated free cash of £82 million, which included an increase in restricted funds (note 10(b)) of £25 million to £98 million. The free cash flow generated was used towards funding the final dividend and the purchase of six million treasury shares. The Group made the decision to increase the capital base of the Group's UK trading entities by £123 million. These cash flows contributed to net debt, being cash and cash equivalents less borrowings, increasing by £52 million to £213 million. The Group reported at 30 September 2011 cash and cash equivalents of £527 million (31 March 2011 - £404 million) and gross debt of £740 million (31 March 2011 - £565 million). The Group may purchase a further 12 million shares to offset the previous scrip dividend. There is no scrip dividend this year.

At 30 September 2011, the matched principal business resulted in the Group's balance sheet being grossed up by £61 billion (September 2010 - £68 billion).

Dividend

ICAP's interim dividend has been calculated at 30% of the previous year's full year dividend. As a result, an interim dividend of 6.00p per share (2010 - 5.27p) covering the six month period to 30 September 2011 will be paid on 10 February 2012 to shareholders on the register at 6 January 2012.

FX

The impact of sterling strengthening against the US dollar and weakening against the euro resulted in an £11 million decrease in operating profit in the consolidated income statement. Should sterling trade close to current levels for the remainder of the year, the full year impact would be to decrease profit by approximately £12 million compared with 2010/11.

Tax

The Group's effective tax rate for the six months to 30 September 2011 was 31%, compared with 26% in the six months to 30 September 2010 and for the full year to 31 March 2011. The tax rate is higher than the applicable statutory rate in the UK primarily due to higher rates applying to profits in overseas jurisdictions and items of expenditure that are not deductible for tax purposes. The impact of these is partially offset by adjustments to prior years, the effect of which was greater last year following the settlement of historical matters in a number of jurisdictions.

Risk

The Group continues to classify its exposure into eight risk categories: operational, legal and compliance, credit, liquidity, reputational, market, financial and strategic. Of these, it considers liquidity, operational, legal and compliance to be the principal risks. Liquidity risk is the risk that the Group is unable to make payments on the dates that they fall due. Operational risk comprises a diverse range of risk events including both direct and indirect losses from inadequate or failed internal processes, actions or omissions by people, systems failure and losses caused by external events. Legal and compliance risk is the risk that covers changes in the regulatory environment that impacts the Group's strategic objectives or business methodology and the risk of failure by the Group to comply with all applicable regulations. Further details of each of the eight risks categories were set out on pages 33 to 39 and notes 8, 10, 17 and 18 of the Group's 2011 Annual Report. The directors have reviewed these risks in the context of current market conditions and the outlook for the remaining six months of the financial year. In addition, they have reconsidered the previous statements made on risk appetite, risk governance and internal control and do not consider there to be any significant changes since that report. The sections entitled 'Outlook' sets out details of the current market conditions and outlook.

Outlook

While it is not possible to correlate fixed income, credit and commodities revenues at investment banks directly with financial performance at ICAP, we are not immune from changes in financial market activity. As banks approach the end of their financial year we are seeing a reduction in their appetite for risk resulting in disappointing core voice volumes in October and November to-date. We expect to see a return to normalised activity at the start of the next calendar year. ICAP's unique diversified range of voice, electronic and post trade solutions provides for a balanced performance in unpredictable markets. On our electronic platforms average daily electronic broking volumes grew 2% year-on-year in October. In the spot FX market, volumes on the EBS platform increased by 6%, compared with the previous year. Average daily volume in total fixed income products (US Treasury products, US and European repo) on the Brokertec platform increased by 1%, compared with the previous year.

The Group expects that customers' risk appetite will return to more normal levels in the new year and that the political and economic uncertainty will continue to drive high levels of volatility in the financial markets into our traditionally strong fourth quarter trading period. We expect ICAP's pre-tax profit for the full year to 31 March 2012 to be within the current analyst range of £358 million to £390 million based on the assumption that markets normalise in the last quarter I.

As our customers and our regulators seek to create more resilient, robust and orderly OTC derivatives markets, we are working to expand the use of the market infrastructure we have built. As a result we believe that we can continue to deliver sustainable long-term growth.

Notes

I. The current forecasts for ICAP plc pre-tax profits referred to in this announcement are based on forecasts of profit before tax, acquisition and disposal costs and exceptional items provided by 11 equity analysts. The range of those forecasts for the year to March 2012 is from £358 million to £390 million. This compares with the results for the year to March 2011 when ICAP plc's comparable profit was £350 million.

II. This document contains forward-looking statements with respect to the financial condition, results and business of ICAP plc. By their nature, forward looking statements involve risk and uncertainty and there may be subsequent variations to estimates. ICAP plc's actual future results may differ materially from the results expressed or implied in these forward-looking statements.

III. ICAP reports all of its broking and post trade volumes on a single count basis.

Consolidated income statement

For the six month period to 30 September 2011

The accompanying notes form an integral part of these Condensed Consolidated Interim Financial Statements.

Consolidated income statement continued

For the six month period to 30 September 2010

The accompanying notes form an integral part of these Condensed Consolidated Interim Financial Statements.

Consolidated income statement continued

For the year ended 31 March 2011

The accompanying notes form an integral part of these Condensed Consolidated Interim Financial Statements.

Consolidated statement of comprehensive income

There is no other comprehensive income from discontinued operations.

The accompanying notes form an integral part of these Condensed Consolidated Interim Financial Statements.

Consolidated balance sheet

The accompanying notes form an integral part of these Condensed Consolidated Interim Financial Statements.

The Condensed Consolidated Interim Financial Statements, including accompanying notes, were approved by the board on 16 November 2011 and were signed on its behalf by:

Michael Spencer Iain Torrens

Group Chief Executive Officer Group Finance Director

Consolidated statement of changes in equity

The accompanying notes form an integral part of these Condensed Consolidated Interim Financial Statements.

Consolidated statement of cash flow

* Payments to acquire own shares for employee share trusts is shown net of £nil (six month period ending 30 September 2010 £nil, year ending 31 March 2011 £4m) of contributions received from participants in the trust.

The accompanying notes form an integral part of these Condensed Consolidated Interim Financial Statements.

Notes to the financial statements

1 Basis of preparation

(a) Basis of preparation

The Condensed Consolidated Interim Financial Statements for the six months to 30 September 2011 do not constitute statutory financial information as defined in section 434 of the Companies Act 2006. The Condensed Consolidated Interim Financial Statements are unaudited but have been reviewed by the auditors, PricewaterhouseCoopers LLP, and their report is set out at the end of this document. The Annual Report for the year ended 31 March 2011 has been filed with the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

The Condensed Consolidated Interim Financial Statements for the six months to 30 September 2011 have been prepared in accordance with the Disclosure and Transparency Rules (DTR) of the Financial Services Authority and with IAS34 'Interim financial reporting' as adopted by the European Union (EU). These Condensed Consolidated Interim Financial Statements should be read in conjunction with the Annual Report for the year ended 31 March 2011 which was prepared in accordance with IFRS as adopted by the EU.

The accounting policies applied in the preparation of the Condensed Consolidated Interim Financial Statements are consistent with the Annual Report for the year ended 31 March 2011.

The preparation of the Condensed Consolidated Interim Financial Statements requires the Group to make various estimates and assumptions when determining the carrying value of certain assets and liabilities. The significant judgements and estimates applied by the Group in these Condensed Consolidated Interim Financial Statements have been applied on a consistent basis with the Annual Report for the year ended 31 March 2011.

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 Condensed Consolidated Interim Financial Statements.

Presentation of primary statements

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 period before acquisition and disposal costs and exceptional items. This is the profit measure used to calculate adjusted EPS and is considered to be the most appropriate as it better reflects the Group's underlying cash earnings. Profit before acquisition and disposal costs and exceptional items are reconciled to profit before tax 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 provides clarity of the EPS of the continuing business.

(b) Recent accounting developments

The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 April 2011 and are 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 clarification and measurement of financial assets, as the first phase of the replacement of IAS39 'Financial Instruments - recognition and measurement' and is effective for annual periods beginning after 1 January 2013, subject to EU endorsement. The impact on the Group's financial statements of the future adoption of 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 only deals 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.

2 Segment reporting

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

As a result of the decreasing number of new businesses set up or established over the previous 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 members 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 core business consists of regional voice brokerage businesses in EMEA, the Americas and Asia Pacific, a global electronic brokerage 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 standalone 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.

*Acquisition and disposal costs for the period to 30 September include the amortisation of intangibles arising on consolidation.

* Effective 1 April 2011 the new business segment has been discontinued and the remaining segments re-presented for the inclusion of initiatives into the segment operated by the appropriate member of the GEMG.

* Effective 1 April 2011 the new business segment has been discontinued and the remaining segments re-presented for the inclusion of initiatives into the segment operated by the appropriate member of the GEMG.

Revenue earned by product type is disclosed below:

* During the current period the allocation of product types has been amended to improve accuracy of allocations. The prior year product types have been re-presented to ensure comparability.

The Group does not earn more than 10% of its total revenue from any individual customer.

3 Discontinued operations

The income statement and cash flows related to the European and Asia Pacific cash equities business are presented as discontinued operations following the decision of the Company's board in the prior year to close the European and Asia Pacific integrated full service agency cash equities businesses. These businesses were closed as at the 31 March 2010 and changes to the provisions originally recognised were released during the year ended 31 March 2011.

An analysis of the results of discontinued operations presented within the consolidated income statement is as follows:

4 Exceptional items

5 Tax

Tax charged to the income statement in the period:

The Group's share of profit of associates in the income statement is shown net of tax of £1m (30 September 2010 - £1m).

The Group's effective tax rate for the six months to 30 September 2011 was 31% compared with 26% in the six months to 30 September 2010 and 26% for the full year to 31 March 2011. The tax rate is higher than the applicable statutory rate in the UK primarily due to higher rates applying to profits in overseas jurisdictions and items of expenditure that are not deductible for tax purposes. The impact of these is partially offset by adjustments for prior years, the effect of which was greater last year following the settlement of historical matters in a number of jurisdictions.

Legislation to reduce the main rate of Corporation Tax from 26% to 25% from 1 April 2012 was included in the Finance Act 2011. Further reductions to the main rate are proposed to reduce the rate by a further 1% annually reaching 23% by 1 April 2014. These changes had not been substantively enacted at the balance sheet date and are not included in the tax charge for the period. The reduction to 23% is not expected to have a material impact on the deferred tax balances.

The principal movement in deferred tax relates to the release of the deferred tax liability on the amortisation of intangibles arising on consolidation.

6 Dividends

The final dividend for the year ended 31 March 2011 was satisfied with a cash payment of £96m.

On 15 November 2011 the board approved an interim dividend for the year ending 31 March 2012 of 6.00p per share. The dividend will be satisfied in cash.

7 Earnings per ordinary share

The Group continues to calculate an adjusted EPS measurement ratio in the notes to the financial statements as it believes that it is the most appropriate measurement, since it better reflects the Group's underlying cash earnings.

(a) EPS relating to the Group's total operations

 (b) EPS relating to the Group's continuing operations

8 Matched principal transactions

Certain Group companies conduct broking by purchasing from one party and selling to another. Such trades are complete only when both sides of the deal are settled and so the Group is exposed to risk in the event that one side of the transaction remains unsettled. Substantially all the transactions settle within a short period of time and the settlement risk is considered to be minimal. All amounts due to and payable by counterparties in respect of matched principal business are shown gross, except where a legally enforceable netting agreement exists and the asset and liability are either settled net or simultaneously.

The gross amount of matched principal transactions included in both trade and other receivables and trade and other payables is £60,856m (September 2010 - £68,379m, 31 March 2011 - £73,454m).

Certain Group companies are involved in collateralised stock lending transactions as an intermediary between counterparties. The gross amount of these transactions included within trade and other receivables and trade and other payables is £666m (September 2010 - £795m, 31 March 2011 - £747m).

9 Borrowings

Long-term borrowings

Short-term borrowings

Gross debt at 30 September 2011 is £740m (30 September 2010 - £641m, 31 March 2011 - £565m).

10 Cash flow

(a) Reconciliation of profit before tax to net cash flow from operating activities

The movement in trade and other receivables and trade and other payables excludes the impact of the gross-up of matched principal trades as permitted by IAS7 'Statement of cash flows'. The gross-up has no impact on the cash flow or net assets of the Group. The cash flow movement in trade and other receivables includes the net movement on matched principal transactions and deposits for securities borrowed/loaned. The movement for the six months to September 2011, after accounting for acquisitions, is an outflow of £1m (six months to September 2010 is an outflow of £6m, year to March 2011 is an outflow of £18m).

(b) Restricted funds

As part of the Group's broking activities in matched principal and exchange traded markets, the Group is required to hold a mix of cash, cash and cash equivalents and other securities with those institutions which provide it with clearing and settlement services. As these balances cannot be withdrawn on a same day basis, under IAS7 'Statement of cash flows' they are presented separately on the face of the consolidated balance sheet. At 30 September 2011 restricted funds total £98m (31 March 2011 - £73m).

11 Contingent liabilities

(a) Several government agencies in North America and Europe, including the US CFTC, the US Department of Justice, the FSA and the European Commission, are conducting investigations into past submissions made by panel members to the bodies that set various inter-bank offered rates (LIBOR). Neither ICAP, nor any of its subsidiaries, were either at the relevant time or are now members of the various panels that submit data that is used to set LIBOR. However, certain ICAP group companies are involved in the broking of cash deposits and derivatives based on LIBOR between banks, including members of the relevant panels. Certain members of the Group have received requests from some government agencies for information as part of their investigations in to how LIBOR is set and are co-operating fully. It is not possible at this time to predict the scope and ultimate outcomes including the timing and scale of the potential impact of any investigations on the Group.

(b) From time to time the Group is engaged in litigation in relation to a variety of matters, and is required to provide information to regulators and other government agencies as part of informal and formal inquiries. It is not possible to quantify the extent of any potential liabilities, but there are none currently expected to have a material adverse impact on the Group's consolidated results or net assets.

(c) In the normal course of business, certain Group companies enter into guarantees and indemnities to cover trading arrangements and/or the use of third party services or software.

12 Related party transactions

The nature of the various services provided to some of the Group's joint ventures and associates are similar to those for the year ended 31 March 2011 and there have been no material transactions during the period to 30 September 2011.

The basis of remuneration of key management personnel remains consistent with that disclosed in the Annual Report for the year ended 31 March 2011.

13 Exchange rates

The principal FX rates which affect the Group, expressed in currency per £1, are shown below:

Statement of directors' responsibilities

Directors responsibilities

·; The directors confirm that, to the best of their knowledge, these condensed set of financial statements has been prepared in accordance with IAS34 as adopted by the European Union, and that the interim management report and the condensed set of financial statements herein includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

·; an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

·; material related-party transactions in the first six months of the financial year and any material changes in the related party transactions described in the last Annual Report.

Changes in directors

The directors of ICAP plc are listed in the ICAP plc Annual Report for the year ended 31 March 2011. Changes in directors since the year end are as follows:

·; Mark Yallop resigned on 30 September 2011.

A list of current directors is maintained on the ICAP plc website www.icap.com.

Rotation of Audit Partner

As set out in the last Annual Report, PricewaterhouseCoopers LLP and the Company have agreed to extend the term of the lead audit partner for a sixth year as the board believes that directorship changes combined with the increased regulatory scrutiny merit the continuity of the lead audit partner that this extension provides. Consequently the lead audit partner scheduled to rotate off following the conclusion of the 31 March 2011 audit is continuing to act as lead audit partner for one further year, being the year ending 31 March 2012, including the review of the Condensed Consolidated Interim Financial Statements for the period to 30 September 2011.

By order of the board

Michael Spencer Iain Torrens

Group Chief Executive Officer Group FinanceDirector

16 November 2011

Independent review report of ICAP plc

Introduction

We have been engaged by the Company to review the Condensed Consolidated Interim Financial Information in the half yearly financial report for the six months ended 30 September 2011, which comprises the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated statement of changes in equity, the consolidated statement of cash flow and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the Condensed Consolidated Interim Financial Information.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the Condensed Consolidated Interim Financial Information in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the Disclosure and Transparency Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the Condensed Consolidated Interim Financial Information in the half-yearly financial report for the six months ended 30 September 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 'Interim Financial Reporting' as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

PricewaterhouseCoopers LLP

Chartered AccountantsLondon

16 November 2011

Notes:

I. The maintenance and integrity of the ICAP website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the half-yearly financial report since it was initially presented on the website.

II. Legislation in the United Kingdom governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions.