reduced by £5,762m; the reclassification of £7,223m to retained earnings resulting from the High Court approved cancellation of share premium was partly offset by additional premium arising on the issuance to CDB and on employee options. The capital redemption reserve increased by £75m representing the nominal valueeither of the ~~share buy-backs.~~

~~Retained earnings increased by £8,801m. Increases primarily arose from profit attributable~~preceding groups when the subject matter is identical. The term ‘Company’, ‘Parent Company’ or ‘Parent’ refers to ~~equity holders~~Barclays PLC, and the term ‘Bank’ refers to Barclays Bank PLC. The term ‘Absa Group Limited’ is used to refer to Absa Group Limited and its subsidiaries, and the term ‘GRCB – Absa’ is used to the refer to the component of the ~~parent~~Global Retail and Commercial Banking segment represented by this business. In this report, the abbreviations ‘£m’ and ‘£bn’ represent millions and thousands of ~~£4,417m,~~millions of pounds sterling, respectively; the ~~reclassification~~abbreviations ‘US$m’ and ‘US$bn’ represent millions and thousands of ~~share premium~~millions of ~~£7,223m~~US dollars, respectively, and ~~the proceeds~~‘€m’ and ‘€bn’ represent millions and thousands of ~~the Temasek issuance in excess~~millions of ~~nominal value of £941m. Reductions primarily arose from external dividends paid of £2,079m and the total cost of share repurchases of £1,802m.~~euros, respectively.

~~Movements in other reserves, except the capital redemption reserve, reflect the relevant amounts recorded in the consolidated statement of recognised income and expense on page 206.~~

Minority interests increased £1,594m to £9,185m (2006: £7,591m). The increase was primarily driven by preference share issuances of £1,322m and an increase in the minority interest in Absa of £225m.i

~~The Group’s authority to buy-back equity shares was renewed at the 2007 AGM.~~

Barclays Bank PLC


Title of Each Class		Name of Each Exchange On Which Registered
Callable Floating Rate Notes 2035		New York Stock Exchange
Non-Cumulative Callable Dollar Preference Shares, Series 2		New York Stock Exchange*
American Depository Shares, Series 2, each representing one Non-Cumulative Callable Dollar Preference Share, Series 2		New York Stock Exchange
Non-Cumulative Callable Dollar Preference Shares, Series 3		New York Stock Exchange*
American Depository Shares, Series 3, each representing one Non-Cumulative Callable Dollar Preference Share, Series 3		New York Stock Exchange
Non-Cumulative Callable Dollar Preference Shares, Series 4		New York Stock Exchange*
American Depository Shares, Series 4, each representing one Non-Cumulative Callable Dollar Preference Share, Series 4		New York Stock Exchange
Non-Cumulative Callable Dollar Preference Shares, Series 5		New York Stock Exchange*
American Depository Shares, Series 5, each representing one Non-Cumulative Callable Dollar Preference Share, Series 5		New York Stock Exchange
iPath^® Dow Jones – UBS Commodity Index Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Agriculture Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Aluminum Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Cocoa Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Coffee Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Copper Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Cotton Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Energy Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Grains Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Industrial Metals Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Lead Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Livestock Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Natural Gas Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Nickel Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Platinum Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Precious Metals Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Softs Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Sugar Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Tin Subindex Total Return^SM ETN		NYSE Arca
iPath^® S&P GSCI^® Total Return Index ETN		NYSE Arca
iPath^® S&P GSCI^® Crude Oil Total Return Index ETN		NYSE Arca
iPath^® CBOE S&P 500 BuyWrite Index^SM ETN		NYSE Arca
iPath^® MSCI India Index^SM ETN		NYSE Arca
iPath^® EUR/USD Exchange Rate ETN		NYSE Arca
iPath^® GBP/USD Exchange Rate ETN		NYSE Arca
iPath^® JPY/USD Exchange Rate ETN		NYSE Arca
iPath^® S&P 500 VIX Short-Term Futures^TM ETN		NYSE Arca
iPath^® S&P 500 VIX Mid-Term Futures^TM ETN		NYSE Arca
iPath^® Global Carbon ETN		NYSE Arca
iPath^® Optimized Currency Carry ETN		NYSE Arca
Barclays GEMS Index^TM ETN		NYSE Arca
Barclays GEMS Asia 8 ETN		NYSE Arca
Barclays Asian and Gulf Currency Revaluation ETN		NYSE Arca
Barclays ETN + Short C Leveraged Exchange Traded Notes Linked to the Inverse Performance of the S&P 500^® Total Return Index^SM		NYSE Arca
Barclays ETN + Short D Leveraged Exchange Traded Notes Linked to the Inverse Performance of the S&P 500^® Total Return Index^SM		NYSE Arca
Barclays ETN + Long B Leveraged Exchange Traded Notes Linked to the S&P 500^® Total Return Index^SM		NYSE Arca
Barclays ETN + Short B Leveraged Exchange Traded Notes Linked to the Inverse Performance of the S&P 500^® Total Return Index^SM		NYSE Arca
Barclays ETN + Long C Leveraged Exchange Traded Notes Linked to the S&P 500^® Total Return Index^SM		NYSE Arca

*	Not for trading, but in connection with the registration of American Depository Shares, pursuant to the requirements of the Securities and Exchange Commission.

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

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuers’ classes of capital or common stock as of the close of the period covered by the annual report.


Barclays PLC	25p ordinary shares	11,411,577,230
Barclays Bank PLC	£1 ordinary shares	2,342,558,515
	£1 preference shares	1,000
	£100 preference shares	75,000
	€100 preference shares	240,000
	$0.25 preference shares	237,000,000
	$100 preference shares	100,000

Indicate by check mark if each registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ No ¨

If this report is an annual or transition report, indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934.

Yes ¨ No þ

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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

Yes þ No ¨

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web sites, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).*

Yes þ No ¨

*	This requirement does not apply to the registrants until their fiscal year ending December 31, 2011.

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Barclays PLC

Large Accelerated Filer þ

Accelerated Filer ¨

Non-Accelerated Filer ¨

Barclays Bank PLC

Large Accelerated Filer ¨

Accelerated Filer ¨

Non-Accelerated Filer þ

*	Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ¨

International Financial Reporting Standards as issued by the International Accounting Standards Board þ

Other ¨

*	If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ¨ No ¨

Certain non-IFRS measures

In this document certain non-IFRS (International Financial Reporting Standards) measures are reported. Barclays management believes that these non-IFRS measures provide valuable information to readers of its financial statements because they enable the reader to focus more directly on the underlying day-to-day performance of its businesses and provide more detail concerning the elements of performance which the managers of these businesses are most directly able to influence. They also reflect an important aspect of the way in which operating targets are defined and performance is monitored by Barclays management. However, any non-IFRS measures in this document are not a substitute for IFRS measures and readers should consider the IFRS measures as well. Among other non-IFRS information, certain information and related discussion are provided in pages 2 to 50 relating to the Group’s total results rather than separating out discontinued operations, representing the Barclays Global Investors (BGI) business sold on 1^st December 2009. These non-IFRS measures are provided because management considers that including BGI as part of Group operations and separately identifying the gain on this disposal provides useful information about the performance of the Group as a whole and reflects how the operations were managed until the disposal of BGI. The consolidated summary income statement on page 2 provides a reconciliation between continuing and Group results, and the discussion of Group results from page 4 to 10 describe the Group’s results on a continuing operations basis, followed by a discussion of the Group’s discontinued operations.

Market and other data

This document contains information, including statistical data, about certain of Barclays markets and its competitive position. Except as otherwise indicated, this information is taken or derived from Datastream and other external sources. Barclays cannot guarantee the accuracy of information taken from external sources, or that, in respect of internal estimates, a third party using different methods would obtain the same estimates as Barclays.

Forward-looking statements

This document contains certain forward-looking statements within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended, and Section 27A of the US Securities Act of 1933, as amended, with respect to certain Group’s plans and its current goals and expectations relating to its future financial conditions and performance. Barclays cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate to only to historic or current facts. Forward-looking statements sometimes use words such as “may”, “will”, “seek”, “continue”, “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe” or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding Group’s future financial position, income growth, assets, impairments, charges, business strategy, capital ratios, leverage, payment of dividends, projected levels of growth in the banking and finance markets, projected costs, estimates of capital expenditure, and plans and objectives for future operations and other statements that are not historical by fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effect of continued volatility in credit market exposures, changes in valuation of issue notes, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation, the success of future acquisitions and other strategic transactions and the impact of completion – a number of such factors being beyond the Group’s control. As a result, the Group’s actual results may differ materially from plans, goals, and expectations set forth in the Group’s forward-looking statement.

Any forward-looking statements made herein speak only as of the date they are made. Expect as required by the U.K. Financial Services Authority (FSA), the London Stock Exchange or applicable laws, Barlcays expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this report to reflect any change in Barclay’s expectations with regard thereto or any change in events, conditions or circumstance on which any such statement is based. The reader should, however, consult any additional disclosures that Barclays has made or may make in documents it has filed or may file with the U.S. Securities and Exchange Commission.

Certain terms

The term ‘Barclays PLC Group’ means Barclays PLC together with its subsidiaries and the term ‘Barclays Bank PLC Group’ means Barclays Bank PLC together with its subsidiaries. ‘Barclays’ and ‘Group’ are terms which are used to refer to either of the preceding groups when the subject matter is identical. The term ‘Company’, ‘Parent Company’ or ‘Parent’ refers to Barclays PLC, and the term ‘Bank’ refers to Barclays Bank PLC. The term ‘Absa Group Limited’ is used to refer to Absa Group Limited and its subsidiaries, and the term ‘GRCB – Absa’ is used to the refer to the component of the Global Retail and Commercial Banking segment represented by this business. In this report, the abbreviations ‘£m’ and ‘£bn’ represent millions and thousands of millions of pounds sterling, respectively; the abbreviations ‘US$m’ and ‘US$bn’ represent millions and thousands of millions of US dollars, respectively, and ‘€m’ and ‘€bn’ represent millions and thousands of millions of euros, respectively.

SEC FORM 20-F CROSS REFERENCE INFORMATION


Form 20-F item number		Page and caption references in this document*
1	Identity of Directors, Senior Management and Advisers	Not applicable
2	Offer Statistics and Expected Timetable	Not applicable
3	Key Information
	A. Selected financial data	11, 12, 304
	B. Capitalization and indebtedness	Not applicable
	C. Reason for the offer and use of proceeds	Not applicable
	D. Risk factors	54-58
4	Information on the Company
	A. History and development of the company	165, 225 (Note 38)-230 (Note 41), 234 (Note 43), 305, 312
	B. Business overview	117-118, 193-195 (Note 14), 222 (Note 36), 278-282 (Note 53)
	C. Organizational structure	229-230 (Note 41)
	D. Property, plants and equipment	201 (Note 23), 223-224 (Note 37)
4A	Unresolved staff comments	Not applicable
5	Operating and Financial Review and Prospects
	A. Operating results	2-50, 117-118, 193-195 (Note 14), 222 (Note 36), 257-261 (Note 48)
	B. Liquidity and capital resources	17-18, 92-93, 102-104, 182, 193-195 (Note 14), 204-209 (Note 27), 209-210 (Note 29), 216-218 (Note 31), 220-221 (Note 34), 261-266 (Note 49), 277-278 (Note 52)
	C. Research and development, patents and licenses, etc.	Not applicable
	D. Trend information	-
	E. Off-balance sheet arrangements	240-242 (note 45)
	F. Tabular disclosure of contractual obligations	20
	G. Safe harbor	i (Forward-looking statements)
6	Directors, Senior Management and Employees
	A. Directors and senior management	119-121
	B. Compensation	145-161, 210-216 (Note 30), 230-234 (Note 42)
	C. Board practices	119-140, 147, 154-156
	D. Employees	8, 51
	E. Share ownership	145-161, 233 (Note 42)
7	Major Shareholders and Related Party Transactions
	A. Major shareholders	123, 165
	B. Related party transactions	230-234 (Note 42)
	C. Interests of experts and counsel	Not applicable
8	Financial Information
	A. Consolidated statements and other financial information	122, 166-300, 302, 305-306
	B. Significant changes	125, 234 (Note 43)
9	The Offer and Listing
	A. Offer and listing details	303
	B. Plan of distribution	Not applicable
	C. Markets	302
	D. Selling shareholders	Not applicable
	E. Dilution	Not applicable
	F. Expenses of the issue	Not applicable
10	Additional Information


Form 20-F item number		Page and caption references in this document*
	A. Share capital	Not applicable
	B. Memorandum and Articles of Association	305-307
	C. Material contracts	125, 154, 156, 217-218 (Note 31)
	D. Exchange controls	309
	E. Taxation	308-309
	F. Dividends and paying assets	Not applicable
	G. Statement by experts	Not applicable
	H. Documents on display	309
	I. Subsidiary information	229-230 (Note 41)
11	Quantitative and Qualitative Disclosure about Market Risk	53-116, 242 (Note 46)-266 (Note 49)
12	Description of Securities Other than Equity Securities
	A. Debt Securities	Not applicable
	B. Warrants and Rights	Not applicable
	C. Other Securities	Not applicable
	D. American Depositary Shares	310-311
13	Defaults, Dividends Arrearages and Delinquencies	Not applicable
14	Material Modifications to the Rights of Security Holders and Use of Proceeds	Not applicable
15	Controls and Procedures
	A. Disclosure controls and procedures	163
	B. Management’s annual report on internal control over financial reporting	162
	C. Attestation report of the registered public accounting firm	166
	D. Changes in internal control over financial reporting	162
15T	Controls and Procedures	162-163
16A	Audit Committee Financial Expert	134
16B	Code of Ethics	144
16C	Principal Accountant Fees and Services	125, 137 (Non-Audit Services Policy), 188-189 (Note 9)
16D	Exemptions from the Listing Standards for Audit Committees	Not applicable
16E	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	217 (Share Repurchase)
16F	Change in Registrant’s Certifying Accountant	Not applicable
16G	Corporate Governance	127, 144
17	Financial Statements	Not applicable
18	Financial Statements	164-300
19	Exhibits	Exhibit Index

*	Captions have been included only in respect of pages with multiple sections on the same page in order to identify the relevant caption on that page covered by the corresponding Form 20-F item number.

iii

Contents




Section 1
Business review

3		Financial Review

51		Our people

52		Corporate sustainability


Section 2
Risk management and governance

54		Risk management

119		Board and Executive Committee

122		Directors’ report

126		Corporate governance report

145		Remuneration report

162		Accountability and audit




Section 3
Financial statements

165		Presentation of information

166		Independent Registered Public Accounting Firm’s report

167		Consolidated accounts Barclays PLC

283		Barclays Bank PLC data


Section 4
Shareholder information

302		Shareholder information

312		Shareholder enquiries

313		Index

315		Glossary of terms

LOGO


Business review
2		Financial Review
2		Consolidated summary income statement
3		Income statement commentary
11		Five-year consolidated summary income statement
12		Consolidated summary balance sheet
13		Balance sheet commentary
17		Capital management
19		Additional financial disclosure
29		Analysis of results by business

51		Our people

52		Corporate sustainability


2

Financial review

Consolidated summary income statement


Year ended 31st December	2009								2008						2007
	Continuing operations £m		Discontinued operations £m		Total £m		Continuing operations £m		Discontinued operations £m		Total £m		Continuing operations £m		Discontinued operations £m		Total £m
Net interest income	11,918		33		11,951		11,469		–		11,469		9,598		12		9,610
Net fee and commission income	8,418		1,759		10,177		6,491		1,916		8,407		5,771		1,937		7,708
Principal transactions	7,057		67		7,124		2,019		(10	)	2,009		4,970		5		4,975
Net premiums from insurance contracts	1,172		–		1,172		1,090		–		1,090		1,011		–		1,011
Other income	1,389		4		1,393		367		10		377		186		2		188
Total income	29,954		1,863		31,817		21,436		1,916		23,352		21,536		1,956		23,492
Net claims and benefits incurred on insurance contracts	(831	)	–		(831	)	(237	)	–		(237	)	(492	)	–		(492	)

Total income net of insurance claims	29,123		1,863		30,986		21,199		1,916		23,115		21,044		1,956		23,000
Impairment charges and other credit provisions	(8,071	)	–		(8,071	)	(5,419	)	–		(5,419	)	(2,795	)	–		(2,795	)
Net income	21,052		1,863		22,915		15,780		1,916		17,696		18,249		1,956		20,205
Operating expenses	(16,715	)	(1,137	)	(17,852	)	(13,391	)	(975	)	(14,366	)	(12,096	)	(1,103	)	(13,199	)
Share of post-tax results of associates and joint ventures	34		–		34		14		–		14		42		–		42
Profit on disposal of subsidiaries, associates and joint ventures	188		–		188		327		–		327		28		–		28
Gains on acquisitions	26		–		26		2,406		–		2,406		–		–		–

Profit before tax and disposal of discontinued operations	4,585		726		5,311		5,136		941		6,077		6,223		853		7,076
Profit on disposal of discontinued operations	–		6,331		6,331		–		–		–		–		–		–

Profit before tax	4,585		7,057		11,642		5,136		941		6,077		6,223		853		7,076
Tax	(1,074	)	(280	)	(1,354	)	(453	)	(337	)	(790	)	(1,699	)	(282	)	(1,981	)

Profit after tax	3,511		6,777		10,288		4,683		604		5,287		4,524		571		5,095

Profit for the year attributable to
Equity holders of the Parent	2,628		6,765		9,393		3,795		587		4,382		3,886		531		4,417
Non-controlling interests	883		12		895		888		17		905		638		40		678
	3,511		6,777		10,288		4,683		604		5,287		4,524		571		5,095

Earnings per share
Basic earnings per share	24.1p		62.1p		86.2p		51.4p		7.9p		59.3p		60.6p		8.3p		68.9p
Diluted earnings per share	22.7p		58.9p		81.6p		49.8p		7.7p		57.5p		58.8p		8.1p		66.9p

The consolidated summary income statement above sets out the Group’s results analysed between continuing and discontinued operations for each income statement line for ease of comparability. The line items from “Net interest income” to “Profit before tax and disposal of discontinued operations” shown above under “Discontinued operations” for 2009 represent the results for the 11 month period to 30 November 2009 of the BGI discontinued operations that were sold on 1^st December 2009. In addition, the figures included in the “Total” columns in 2009, 2008 and 2007 in respect of the line items from “Net interest income” to “Profit before tax and disposal of discontinued operations” are non-IFRS measures; see “Certain non-IFRS measures” on page i for more information with respect to including BGI results within such Group totals. The income statement on page 178 and the five year summary included on page 11 shows the income statement on a continuing basis with profit after tax from discontinued operations shown as a single line under profit after tax from continuing operations, in accordance with IFRS.


				3

LOGO

Financial review

Income statement commentary^a

2009/08

Barclays delivered net profit for the year of £10,288m in 2009, an increase of 95% on 2008. This included the BGI gain on sale of £6,331m before tax, and was achieved after absorbing: £6,086m in writedowns on credit market exposures (including impairment of £1,669m), other Group impairment of £6,402m and a charge of £1,820m relating to the tightening of own credit spreads. Profit included £1,255m of gains on debt buy-backs and extinguishment.

Total income net of insurance claims grew 34% to £30,986m, and income from continuing operations grew 37% to £29,123m, with particularly strong growth in Barclays Capital. Within Global Retail and Commercial Banking (GRCB), Barclaycard and GRCB – Western Europe also reported good income growth. The aggregate revenue performance of GRCB businesses was, however, affected by the impact of margin compression on deposit income as a result of the very low absolute levels of interest rates. Barclays Capital income was up 122% compared to 2008. Top-line income rose by £8,004m reflecting the successful integration of the acquired Lehman Brothers North American businesses, buoyant market conditions observed across most financial markets in the first half of 2009 and a good relative performance in the second half of 2009 despite weaker markets. Income in Barclays Capital was impacted by writedowns of £4,417m (2008: £6,290m) relating to credit market exposures held in its trading books and by a charge of £1,820m (2008: gain of £1,663m) relating to own credit.

Impairment charges against loans and advances, available for sale assets and reverse repurchase agreements increased 49% to £8,071m, reflecting deteriorating economic conditions, portfolio maturation and currency movements. The impairment charge against credit market exposures included within this total reduced 5% to £1,669m. Impairment charges as a percentage of Group loans and advances as at 31st December 2009 increased to 156bps from 95bps, or 135bps on constant 2008 year end balance sheet amounts and average foreign exchange rates.

Total operating expenses increased 24% to £17,852m, but by 10% less than the rate of increase in Group total income. Operating expenses from continuing operations increased 25% to £16,715m. Expenses in GRCB were well controlled, with the cost:income ratio improving from 53% to 52%. Operating expenses in Barclays Capital increased by £2,818m to £6,592m reflecting the inclusion of the acquired Lehman Brothers North American business. The Group total cost:income ratio improved from 62% to 58% (from 63% to 57% on a continuing basis). At Barclays Capital the compensation:income ratio improved from 44% to 38%.

2008/07

Net profit for the year increased 4% to £5,287m. This included gains on acquisitions of £2,406m, including £2,262m gain on acquisition of Lehman Brothers North American businesses; profit on disposal of Barclays Closed UK Life assurance business of £326m; gains on Visa IPO and sales of shares in MasterCard of £291m; and gross credit market losses and impairment of £8,053m.

Total income net of insurance claims grew 1% to £23,115m and income from continuing operations grew 1% to £21,199m. Income in GRCB increased 17% and was particularly strong in businesses outside of the UK. Income in Barclays Capital was affected by very challenging market conditions in 2008, with income falling by £1,888m (27%) on 2007, reflecting gross losses of £6,290m relating to credit market assets, partially offset by gains of £1,663m on the fair valuation of notes issued due to widening of credit spreads and £1,433m in related income and hedges. Excluding credit market related losses, gains on own credit and related income and hedges, income in Barclays Capital increased 6%.

Impairment charges and other credit provisions of £5,419m increased 94% on the prior year. Impairment charges included £1,763m arising from US sub-prime mortgages and other credit market exposures. Other wholesale impairment charges increased significantly as corporate credit conditions turned sharply worse. Significant impairment growth in GRCB businesses reflected book growth and deteriorating credit conditions particularly in the US, South Africa and Spain.

Total operating expenses increased 9% to £14,366m and operating expenses from continuing operations increased 11% to £13,391m. This reflected continued investment in the distribution network in the GRCB businesses. Expenses fell in Barclays Capital due to lower performance related costs. Group gains from property disposals were £148m (2007: £267m). Head office costs included £101m relating to the UK Financial Services Compensation Scheme. Underlying cost growth was well controlled. The Group cost:income ratio deteriorated by five percentage points to 62% (from 57% to 63% on a continuing basis).

Note

Total income net of reinsurance claims, total operating expenses and total cost: income ratio information in the 2009/2008 and 2008/2007 discussions are non-IFRS measures because they present Group operating results that combine continued operations and discontinued operations. See page 2 for a reconciliation between continuing and Group results, see “Certain non-IFRS measures” on page i for more information with respect to including BGI results within such Group totals. In addition, “Top-line income” within Barclays Capital is a non-IFRS measure that represents income before gains/losses and credit market write-downs. This measure has been presented as it provides a consistent basis for comparing the business’ performance between financial periods. For a reconciliation of top-line income to total income of Barclays Capital, see page 43.


4

Financial review

Income statement commentary

continued

Continuing operations

The commentary below reflects the Group’s results from continuing operations.

Net interest income

2009/08

Group net interest income increased 4% (£449m) to £11,918m (2008: £11,469m) reflecting growth in average customer balances primarily in Barclaycard and Western Europe, and net funding costs and hedging recognised in Head Office Functions and Other Operations.

Group net interest income includes the impact of structural hedges which function to reduce the impact of the volatility of short-term interest rate movements on equity and customer balances that do not re-price with market rates. In total, equity structural hedges generated a gain of £1,162m (2008: £21m gain).

Further discussion of margins is included in the analysis of results by business on pages 29 to 50.

2008/07

Group net interest income increased 19% (£1,871m) to £11,469m (2007: £9,598m) reflecting balance sheet growth across the Global Retail

and Commercial Banking businesses and in particular very strong growth internationally driven by expansion of the distribution network and entrance into new markets. An increase in net interest income was also seen in Barclays Capital due to strong results from global loans and money markets.

The contribution of structural hedges relative to average base rates increased income by £117m (2007: £351m expense), largely due to the effect of the structural hedge on changes in interest rates.

Net fee and commission income

2009/08

Net fee and commission income increased 30% (£1,927m) to £8,418m (2008: £6,491m). Banking and credit related fees and commissions increased 33% (£2,370m) to £9,578m (2008: £7,208m), primarily due to Barclays Capital’s strong performance in Equities and Investment Banking.

2008/07

Net fee and commission income increased 12% (£720m) to £6,491m (2007: £5,771m). Banking and credit related fees and commissions increased 13% (£845m) to £7,208m (2007: £6,363m), reflecting growth in Barclaycard International, increased fees from advisory and origination activities in Barclays Capital and increased foreign exchange, derivative and debt fees in Barclays Commercial Bank.


Net interest income
	2009 £m		2008 £m		2007 £m
Cash and balances with central banks	131		174		145
Available for sale investments	1,937		2,355		2,580
Loans and advances to banks	513		1,267		1,416
Loans and advances to customers	18,456		23,754		19,559
Other	199		460		1,596
Interest income	21,236		28,010		25,296
Deposits from banks	(634	)	(2,189	)	(2,720	)
Customer accounts	(2,716	)	(6,697	)	(4,110	)
Debt securities in issue	(3,889	)	(5,910	)	(6,651	)
Subordinated liabilities	(1,718	)	(1,349	)	(878	)
Other	(361	)	(396	)	(1,339	)
Interest expense	(9,318	)	(16,541	)	(15,698	)
Net interest income	11,918		11,469		9,598


Net fee and commission income
	2009 £m		2008 £m		2007 £m
Brokerage fees	88		56		78
Investment management fees	133		120		122
Banking and credit related fees and commissions	9,578		7,208		6,363
Foreign exchange commission	147		189		178
Fee and commission income	9,946		7,573		6,741
Fee and commission expense	(1,528	)	(1,082	)	(970	)
Net fee and commission income	8,418		6,491		5,771


				5

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Principal transactions

2009/08

Principal transactions comprise net trading income and net investment income. Net trading income increased £5,662m to £7,001m (2008: £1,339m). The majority of the Group’s trading income arises in Barclays Capital. Fixed Income, Currency and Commodities drove the very strong increase in trading income as the expansion of the business and client flows more than absorbed gross credit market losses of £4,417m (2008: £6,290m) and losses relating to own credit of £1,820m (2008: £1,663m gain).

Net investment income decreased 92% (£624m) to £56m (2008: £680m) driven by realised losses in commercial real estate equity investments and losses in the principal investments business, partially offset by gains on disposal of available for sale investments within Barclays Capital.

2008/07

Net trading income decreased 64% (£2,415m) to £1,339m (2007: £3,754m). The majority of the Group’s net trading income arose in Barclays Capital. There was growth in fixed income, prime services, foreign exchange, commodities and emerging markets. There were net losses from credit market dislocation partially offset by the benefits of widening credit spreads on structured notes issued by Barclays Capital.

Net investment income decreased 44% (£536m) to £680m (2007: £1,216m) reflecting the lower profits realised on the sale of investments, the continued decrease in value of assets backing customer liabilities in Barclays Life Assurance and fair value decreases of a number of investments reflecting the current market condition. This was offset by a £170m increase in dividend income reflecting the Visa IPO dividend received by GRCB – Western Europe, GRCB – Emerging Markets and Barclaycard.

Net premiums from insurance contracts

2009/08

Net premiums from insurance contracts increased 8% (£82m) to £1,172m (2008: £1,090m) primarily reflecting expansion in GRCB – Western Europe and GRCB – Absa, partially offset by the impact of the sale of the closed life assurance business in the second half of 2008.

2008/07

Net premiums from insurance contracts increased 8% (£79m) to £1,090m (2007: £1,011m), primarily due to expansion in GRCB – Western Europe reflecting a full year’s impact of a range of insurance products launched in late 2007, partially offset by lower net premiums following the sale of the closed life assurance business in the second half of 2008.

Other income

2009/08

Other income includes £1,170m gains on debt buy-backs relating to Upper Tier 2 perpetual debt and its corresponding hedge and £85m (2008: £24m) from the repurchase of securitised debt issued by Barclays Commercial Bank.

2008/07

Certain asset management products offered to institutional clients by Absa are recognised as investment contracts. Accordingly, the invested assets and the related liabilities to investors are held at fair value and changes in those fair values are reported within other income. Other income in 2008 included a £46m gain from the Visa IPO.


Principal transactions
	2009 £m		2008 £m	2007 £m
Net trading income	7,001		1,339	3,754
Net gain from disposal of available for sale assets	349		212	560
Dividend income	6		196	26
Net gain from financial instruments designated at fair value	(208	)	33	293
Other investment income	(91	)	239	337
Net investment income	56		680	1,216
Principal transactions	7,057		2,019	4,970


Net premiums from insurance contracts
	2009 £m		2008 £m		2007 £m
Gross premiums from insurance contracts	1,224		1,138		1,062
Premiums ceded to reinsurers	(52	)	(48	)	(51	)
Net premiums from insurance contracts	1,172		1,090		1,011


Other income
	2009 £m		2008 £m		2007 £m
Increase/(decrease) in fair value of assets held in respect of linked liabilities to customers under investment contracts	102		(1,219	)	23
(Increase)/decrease in liabilities to customers under investment contracts	(102	)	1,219		(23	)
Property rentals	64		73		53
Gain on debt buy backs and extinguishments	1,255		24		–
Other	70		270		133
Other income	1,389		367		186


6

Financial review

Income statement commentary

continued

Net claims and benefits incurred under insurance contracts

2009/08

Net claims and benefits incurred under insurance contracts increased 251% (£594m) to £831m (2008: £237m) reflecting the expansion in GRCB – Western Europe and GRCB – Absa and a credit as a result of falls in equity markets and the disposal of the closed life assurance business.

2008/07

Net claims and benefits incurred under insurance contracts decreased 52% (£255m) to £237m (2007: £492m), principally due to a decrease in the value of unit linked insurance contracts in Barclays Wealth, explained by falls in equity markets and the disposal of closed life business in October 2008. This was partially offset by the growth in GRCB – Western Europe.

Impairment charges and other credit provisions

2009/08

Impairment charges on loans and advances and other credit provisions increased 50% (£2,445m) to £7,358m (2008: £4,913m). The increase was primarily due to economic deterioration and portfolio maturation, currency movements and methodology enhancements, partially offset by a contraction in loan balances.

The impairment charge in Global Retail and Commercial Banking increased by 85% (£2,473m) to £5,395m (2008: £2,922m) as charges rose in all portfolios, reflecting deteriorating credit conditions across all regions.

In Investment Banking and Investment Management, impairment was broadly unchanged at £1,949m (2008: £1,980m).

The impairment charge against available for sale assets and reverse repurchase agreements increased by 41% (£207m) to £713m (2008: £506m), driven by impairment against credit market exposures.

Further discussion of impairments is included in the analysis of results by business on pages 29 to 50.

2008/07

Impairment charges on loans and advances and other credit provisions increased 77% (£2,131m) to £4,913m (2007: £2,782m). The increase was caused by charges against ABS CDO Super Senior and other credit market positions and as a result of deteriorating economic conditions coupled with growth in several portfolios.

The impairment charge in Global Retail and Commercial Banking increased by 51% (£983m) to £2,922m (2007: £1,939m) resulting from deteriorating economic conditions and growth in several portfolios.

In Investment Banking and Investment Management, impairment increased by 136% (£1,140m) to £1,980m (2007: £840m). This included a charge of £1,517m against ABS CDO Super Senior and other credit market positions. The remaining movement primarily related to charges in the private equity and other loans business.

The impairment charge against available for sale assets and reverse repurchase agreements increased by £493m to £506m (2007: £13m) driven by impairment against credit market exposures.


Net claims and benefits incurred on insurance contracts
	2009 £m		2008 £m		2007 £m
Gross claims and benefits incurred on insurance contracts	858		263		520
Reinsurers’ share of claims incurred	(27	)	(26	)	(28	)
Net claims and benefits incurred on insurance contracts	831		237		492

Impairment charges and other credit provisions


	2009 £m		2008 £m		2007 £m
Impairment charges on loans and advances
– New and increased impairment allowances	8,111		5,116		2,871
– Releases	(631	)	(358	)	(338	)
– Recoveries	(150	)	(174	)	(227	)
Impairment charges on loans and advances	7,330		4,584		2,306
Charge/(release) in respect of provision for undrawn contractually committed facilities and guarantees provided	28		329		476
Impairment charges on loans and advances and other credit provisions	7,358		4,913		2,782
Impairment charges on reverse repurchase agreements	43		124		–
Impairment on available for sale assets	670		382		13
Impairment charges and other credit provisions	8,071		5,419		2,795
Impairment charges and other credit provisions on ABS CDO Super Senior and other credit market exposures included above:
Impairment charges on loans and advances	1,205		1,218		300
Charges in respect of undrawn facilities and guarantees	–		299		469
Impairment charges on loans and advances and other credit provisions on ABS CDO Super Senior and other credit market exposures	1,205		1,517		769
Impairment charges on reverse repurchase agreements	–		54		–
Impairment charges on available for sale assets	464		192		13
Impairment charges and other credit provisions on ABS CDO Super Senior and other credit market exposures	1,669		1,763		782


				7

LOGO

Operating expenses

2009/08

Operating expenses increased 25% (£3,324m) to £16,715m (2008: £13,391m). The increase was driven by a 38% increase (£2,744m) in staff costs to £9,948m (2008: £7,204m).

Administrative expenses grew 2% (£98m) to £4,889m (2008:

£4,791m) reflecting the impact of acquisitions made during 2008, the costs of servicing an expanded distribution network across Global Retail and Commercial Banking, and expenses relating to the Financial Services Compensation Scheme.

Operating expenses increased due to a £119m decrease in gains from sale of property to £29m (2008: £148m) as the Group wound down its sale and leaseback of freehold property programme.

Amortisation of intangibles increased £171m to £447m (2008: £276m) primarily related to the intangible assets arising from the acquisition of the Lehman Brothers North American businesses.

2008/07

Operating expenses increased 11% (£1,295m) to £13,391m (2007: £12,096m).

Administrative expenses grew 30% (£1,100m) to £4,791m (2007: £3,691m), reflecting the impact of acquisitions (in particular Lehman Brothers North American businesses and Goldfish), fees associated with Group capital raisings, the cost of the Financial Services Compensation Scheme as well as continued investment in the Global Retail and Commercial Banking distribution network.

Operating expenses were reduced by gains from the sale of property of £148m (2007: £267m) as the Group continued the sale and leaseback of some of its freehold portfolio in 2008.

Amortisation of intangible assets increased 55% (£98m) to £276m (2007: £178m), primarily related to intangible assets arising from the acquisition of Lehman Brothers North American businesses.

Goodwill impairment of £112m reflects the full write-down of £74m relating to EquiFirst and a partial write-down of £37m relating to FirstPlus following its closure to new business in August 2008.

Staff costs

2009/08

Staff costs increased 38% (£2,744m) to £9,948m (2008: £7,204m) driven by a 40% increase in salaries and accrued incentive payments, primarily in Barclays Capital, reflecting the inclusion of the acquired Lehman Brothers North American businesses and associated net increase of 7,000 employees in September 2008.

In December 2009, the UK government announced that the Finance Bill 2010 will introduce a bank payroll tax of 50% applicable to discretionary bonuses over £25,000 awarded to UK bank employees between 9th December 2009 and 5th April 2010. Draft legislation and further guidance on its application has been published. Based on this, and in accordance with IAS 19 – Employee benefits, we have accrued for the estimated tax payable in respect of employee services provided during the period. For 2009, £190m has been included within Other Staff Costs in respect of 2009 cash awards. A further provision of £35m has also been included in Other Staff Costs in respect of certain prior year awards being distributed during the tax window, which may fall within the proposed legislation.

Defined benefit plan pension costs decreased £122m to £33m credit (2008: cost of £89m) primarily due to the UK Retirement Fund whose charges decreased as a result of a one-off credit of £371m from the closure of the final salary scheme to existing members.

2008/07

Staff costs decreased 5% (£407m) to £7,204m (2007: £7,611m). Salaries and accrued incentive payments fell overall by 8% (£535m) to £5,787m in 2008 (2007: £6,322m), after absorbing increases of £718m relating to in year hiring and staff from acquisitions. Performance related costs were 48% lower, driven mainly by Barclays Capital.

Defined benefit plans pension costs decreased 41% (£61m) to £89m (2007: £150m). This was due to recognition of actuarial gains, higher expected return on assets and reduction in past service costs partially offset by higher interest costs and reduction in curtailment credit.


Operating expenses
	2009 £m		2008 £m		2007 £m
Staff costs	9,948		7,204		7,611
Administrative expenses	4,889		4,791		3,691
Depreciation	759		606		453
Impairment charges/(releases)
– property and equipment	33		33		2
– intangible assets	28		(3	)	14
– goodwill	1		112		–
Operating lease rentals	639		520		414
Gain on property disposals	(29	)	(148	)	(267	)
Amortisation of intangible assets	447		276		178
Operating expenses	16,715		13,391		12,096


Staff costs
	2009 £m		2008 £m	2007 £m
Salaries and accrued incentive payments	8,081		5,787	6,322
Social security costs	606		444	480
Pension costs
– defined contribution plans	224		221	119
– defined benefit plans	(33	)	89	150
Other post retirement benefits	16		1	9
Other	1,054		662	531
Staff costs	9,948		7,204	7,611


8

Financial review

Income statement commentary

continued

Staff numbers

2009/08

Staff numbers are shown on a full-time equivalent basis. Group permanent and fixed term contract staff comprised 55,700 (31st December 2008: 59,600) in the UK and 88,500 (31st December 2008: 93,200) internationally.

UK Retail Banking number of employees decreased 2,200 to 30,400 (31st December 2008: 32,600) reflecting active cost management. Barclays Commercial Bank number of employees decreased 400 to 9,100 (31st December 2008: 9,500) reflecting tightly managed costs, partly offset by the expansion of risk and offshore support operations. Barclaycard number of employees decreased 300 to 10,300 (31st December 2008: 10,600) reflecting the centralisation of certain support functions in Absa from Absa Card and active cost management, offset by increases in collections capacity. GRCB – Western Europe number of employees decreased 200 to 11,600 (31st December 2008: 11,800) primarily due to restructuring within Spain and Russia, partially offset by increases in Portugal and Italy to support the expansion of the network in these countries. GRCB – Emerging Markets number of employees decreased 2,700 to 17,400 (31st December 2008: 20,100) mainly driven by the introduction of more effective and efficient structures. GRCB – Absa number of employees decreased 2,500 to 33,300 (31st December 2008: 35,800), reflecting restructuring and a freeze on recruitment.

Barclays Capital number of employees increased 100 to 23,200 (31st December 2008: 23,100) as a net reduction in the first half of the year was offset by strategic growth in the business and the annual graduate intake. Barclays Wealth number of employees decreased 500 to 7,400 (31st December 2008: 7,900) reflecting active cost management, including efficiency savings in non-client facing areas.

2008/07

Staff numbers are shown on a full-time equivalent basis. Total Group permanent and fixed-term contract staff comprised 59,600 (2007: 60,900) in the UK and 93,200 (2007: 70,600) internationally.

UK Retail Banking staff numbers increased 700 to 32,600 (2007: 31,900). Barclays Commercial Bank staff numbers increased 200 to 9,500 (2007: 9,300), reflecting investment in product expertise, sales and risk capability and associated support areas. Barclaycard staff numbers increased 1,200 to 10,600 (2007: 9,400), primarily due to the transfer of staff into Absacard as a result of the acquisition of a majority stake in the South African Woolworth Financial Services business in October 2008. GRCB – Western Europe staff numbers increased 3,600 to 11,800 (2007: 8,200), reflecting expansion of the retail distribution network. GRCB – Emerging Markets staff numbers increased 6,800 to 20,100 (2007: 13,300), driven by expansion into new markets and continued investment in distribution in existing countries. GRCB – Absa staff numbers increased 600 to 35,800 (2007: 35,200), reflecting continued growth in the business and investment in collections capacity.

Barclays Capital staff numbers increased 6,900 to 23,100 (2007: 16,200), due principally to the acquisition of Lehman Brothers North American businesses. Barclays Wealth staff numbers increased 1,000 to 7,900 (2007: 6,900), principally due to the acquisition of the Lehman Brothers North American businesses.


Staff numbers As at 31st December
	2009	2008	2007
UK Retail Banking	30,400	32,600	31,900
Barclays Commercial Bank	9,100	9,500	9,300
Barclaycard	10,300	10,600	9,400
GRCB – Western Europe	11,600	11,800	8,200
GRCB – Emerging Markets	17,400	20,100	13,300
GRCB – Absa	33,300	35,800	35,200
Barclays Capital	23,200	23,100	16,200
Barclays Wealth	7,400	7,900	6,900
Head office functions and other operations	1,500	1,400	1,100
Total Group permanent and fixed- term contract staff worldwide	144,200	152,800	131,500


				9

LOGO

Share of post-tax results of associates and joint ventures

2009/08

The share of post-tax results of associates and joint ventures increased £20m to £34m (2008: £14m), reflecting a £23m increase in results from joint ventures largely from Barclaycard and Barclays Capital, and a £3m decrease in results from associates, mainly due to reduced contributions from private equity investments.

2008/07

The overall share of post-tax results of associates and joint ventures decreased £28m to £14m (2007: £42m), mainly due to reduced contributions from private equity associates and Barclays Capital joint ventures.

Profit on disposal of subsidiaries, associates and joint ventures

2009/08

The profit on disposal of £188m (2008: £327m) is largely attributable to the sale of 50% of Barclays Vida y Pensiones Compañía de Seguros

(£157m), and the 7% sale of GRCB – Emerging Markets Botswana business (£24m).

2008/07

On 31st October 2008 Barclays completed the sale of Barclays Life Assurance Company Ltd to Swiss Reinsurance Company for a net consideration of £729m leading to a net profit on disposal of £326m.

Gains on acquisitions

2009/08

Gains of £26m for the year relate to the acquisition of the Portuguese credit card business of Citibank International PLC in December 2009.

2008/07

The gains on acquisitions in 2008 related to the acquisition of Lehman Brothers North American businesses (£2,262m) on 22nd September 2008, Goldfish credit card UK business (£92m) on 31st March 2008 and Macquarie Bank Limited Italian residential mortgage business (£52m) on 6th November 2008.


Share of post-tax results of associates and joint ventures
	2009 £m	2008 £m		2007 £m
Profit from associates	19	22		33
Profit/(loss) from joint ventures	15	(8	)	9
Share of post-tax results of associates and joint ventures	34	14		42


Profit on disposal of subsidiaries, associates and joint ventures
	2009 £m	2008 £m		2007 £m
Profit on disposal of subsidiaries, associates and joint ventures	188	327		28


Gains on acquisitions
	2009 £m	2008 £m		2007 £m
Gains on acquisitions	26	2,406		–


10

Financial review

Income statement commentary

continued

Tax

2009/08

The effective tax rate for 2009, based on profit before tax on continuing operations was 23.4% (2008: 8.8%). The effective tax rate differs from the UK tax rate of 28% (2008: 28.5%) because of non-taxable gains and income, different tax rates applied to taxable profits and losses outside the UK, disallowed expenditure and adjustments in respect of prior years. The low effective tax rate of 8.8% on continuing operations in 2008 mainly resulted from the Lehman Brothers North American businesses acquisition.

2008/07

The effective rate of tax for 2008, based on profit before tax on continuing operations was 8.8% (2007: 27.3%). The effective tax rate differs from the 2007 effective rate and the UK corporation tax rate of 28.5% principally due to the Lehman Brothers North American businesses acquisition.

Discontinued operations

Profit after tax from discontinued operations 2009/08

Profit after tax from discontinued operations increased £6,173m to £6,777m, reflecting the gain on sale of the discontinued operations of £6,331m (2008: £nil) and other profit before tax of £726m (2008: £604m). The results for 2009 included 11 months of operations compared to 12 months for 2008.

2008/07

The profit after tax from discontinued operations increased 6% to £604m, reflecting an 8% appreciation of the average value of the US Dollar against Sterling and a £128m decrease in operating expenses, principally reflecting reduced performance related costs, offset by a decline in income from fees and commissions and a reduction in trading income.


Tax
	2009 £m		2008 £m		2007 £m
Profit before tax from continuing operations	4,585		5,136		6,223
Tax charge at average UK corporation tax rate of 28% (2008: 28.5%, 2007: 30%)	1,284		1,464		1,867
Prior year adjustments	(220	)	(171	)	(17	)
Differing overseas tax rates	(27	)	175		(82	)
Non-taxable gains and income (including amounts offset by unrecognised tax losses)	(112	)	(859	)	(136	)
Share-based payments	(38	)	201		71
Deferred tax assets not recognised/(previously not recognised)	27		(504	)	(159	)
Change in tax rates	(12	)	(1	)	24
Other non-allowable expenses	172		148		131
Tax charge	1,074		453		1,699
Effective tax rate	23%		9%		27%


				11

LOGO

Financial review

Five-year consolidated summary income statement



For the year ended 31st December
	2009 £m		2008 £m		2007 £m		2006 £m		2005 £m
Continuing operations
Net interest income	11,918		11,469		9,598		9,133		8,060
Non-interest income	18,036		9,967		11,938		11,372		8,600
Net claims and benefits incurred on insurance contracts	(831	)	(237	)	(492	)	(575	)	(645	)
Total income net of insurance claims	29,123		21,199		21,044		19,930		16,015
Impairment charges and other credit provisions	(8,071	)	(5,419	)	(2,795	)	(2,154	)	(1,571	)
Operating expenses	(16,715	)	(13,391	)	(12,096	)	(11,723	)	(9,748	)
Share of post-tax results of associates and joint ventures	34		14		42		46		45
Profit on disposal of subsidiaries, associates and joint ventures	188		327		28		323		–
Gain on acquisitions	26		2,406		–		–		–
Profit before tax from continuing operations	4,585		5,136		6,223		6,422		4,741
Tax from continuing operations	(1,074	)	(453	)	(1,699	)	(1,611	)	(1,251	)
Profit after tax from continuing operations	3,511		4,683		4,524		4,811		3,490
Profit for the year from discontinued operations, including gain on disposal	6,777		604		571		384		351
Net profit for the year	10,288		5,287		5,095		5,195		3,841
Profit attributable to equity holders of the Parent	9,393		4,382		4,417		4,571		3,447
Profit attributable to non-controlling interests	895		905		678		624		394
	10,288		5,287		5,095		5,195		3,841

Selected financial statistics
Basic earnings per share	86.2p		59.3p		68.9p		71.9p		54.4p
Basic earnings per share from continuing operations	24.1p		51.4p		60.6p		66.6p		49.5p
Diluted earnings per share	81.6p		57.5p		66.9p		69.8p		52.6p
Dividends per ordinary share	2.5p		11.5p		34.0p		31.0p		26.6p
Dividend payout ratio	2.9%		19.4%		49.3%		43.1%		48.9%
Profit attributable to the equity holders of the Parent as a percentage of:
average shareholders’ equity	23.8%		16.5%		20.3%		24.7%		21.1%
average total assets	0.5%		0.2%		0.3%		0.4%		0.4%
Average United States Dollar exchange rate used in preparing the accounts	1.57		1.86		2.00		1.84		1.82
Average Euro exchange rate used in preparing the accounts	1.12		1.26		1.46		1.47		1.46
Average Rand exchange rate used in preparing the accounts	13.14		15.17		14.11		12.47		11.57

The financial information above is extracted from the published accounts. This information should be read together with the information included in the accompanying financial statements.


12

Financial review

Consolidated summary balance sheet



As at 31st December
	2009 £m	2008 £m	2007 £m	2006 £m	2005 £m
Assets
Cash and other short-term funds	83,076	31,714	7,637	9,753	5,807
Trading portfolio and financial assets designated at fair value	193,912	306,836	341,171	292,464	251,820
Derivative financial instruments	416,815	984,802	248,088	138,353	136,823
Loans and advances to banks	41,135	47,707	40,120	30,926	31,105
Loans and advances to customers	420,224	461,815	345,398	282,300	268,896
Available for sale financial investments	56,483	64,976	43,072	51,703	53,497
Reverse repurchase agreements and cash collateral on securities borrowed	143,431	130,354	183,075	174,090	160,398
Other assets	23,853	24,776	18,800	17,198	16,011
Total assets	1,378,929	2,052,980	1,227,361	996,787	924,357
Liabilities
Deposits and items in the course of collection due to banks	77,912	116,545	92,338	81,783	77,468
Customer accounts	322,429	335,505	294,987	256,754	238,684
Trading portfolio and financial liabilities designated at fair value	137,454	136,366	139,891	125,861	104,949
Liabilities to customers under investment contracts	1,679	69,183	92,639	84,637	85,201
Derivative financial instruments	403,416	968,072	248,288	140,697	137,971
Debt securities in issue	135,902	149,567	120,228	111,137	103,328
Repurchase agreements and cash collateral on securities lent	198,781	182,285	169,429	136,956	121,178
Insurance contract liabilities, including unit-linked liabilities	2,140	2,152	3,903	3,878	3,767
Subordinated liabilities	25,816	29,842	18,150	13,786	12,463
Other liabilities	14,922	16,052	15,032	13,908	14,918
Total liabilities	1,320,451	2,005,569	1,194,885	969,397	899,927
Shareholders’ equity
Shareholders’ equity excluding non-controlling interests	47,277	36,618	23,291	19,799	17,426
Non-controlling interests	11,201	10,793	9,185	7,591	7,004
Total shareholders’ equity	58,478	47,411	32,476	27,390	24,430
Total liabilities and shareholders’ equity	1,378,929	2,052,980	1,227,361	996,787	924,357

Risk weighted assets and capital ratios^a
Risk weighted assets	382,653	433,302	353,878	297,833	269,148
Tier 1 ratio	13.0%	8.6%	7.6%	7.7%	7.0%
Risk asset ratio	16.6%	13.6%	11.2%	11.7%	11.3%

Selected financial statistics
Net asset value per ordinary share	414p	437p	353p	303p	269p
Number of ordinary shares of Barclays PLC (in millions)	11,412	8,372	6,601	6,535	6,490
Year-end United States Dollar exchange rate used in preparing the accounts	1.62	1.46	2.00	1.96	1.72
Year-end Euro exchange rate used in preparing the accounts	1.12	1.04	1.36	1.49	1.46
Year-end Rand exchange rate used in preparing the accounts	11.97	13.74	13.64	13.71	10.87

The financial information above is extracted from the published accounts. This information should be read together with the information included in the accompanying financial statements.

Note

a	Risk weighted assets and capital ratios for 2006 and 2005 are calculated on a Basel I basis.

Risk weighted assets and capital ratios for 2009, 2008 and 2007 are calculated on a Basel II basis.


				13

LOGO

Financial review

Balance sheet commentary

Shareholders’ equity

Shareholders’ equity, including non-controlling interests, increased 23% to £58.5bn in 2009 driven by profit after tax of £10.3bn. Net tangible asset value increased by 47% to £38.5bn. Net tangible asset value per share increased to 337p (2008: 313p).

Balance sheet

Total assets decreased by £674bn to £1,379bn in 2009, primarily reflecting movements in market rates and active reductions in derivative balances.

Assets and risk weighted assets were affected by the depreciation in value of various currencies relative to Sterling during 2009. As at 31st December 2009, the US Dollar and the Euro had depreciated 10% and 7%, respectively, relative to Sterling.

Capital management

At 31st December 2009, on a Basel II basis, our Core Tier 1 ratio was 10.0% (31st December 2008: 5.6%) and our Tier 1 ratio was 13.0% (31st December 2008: 8.6%). Capital ratios reflect a 12% decrease (£51bn) in risk weighted assets to £383bn in 2009. Key drivers included a reduction in the overall size of the balance sheet and foreign exchange movements.

Liquidity

The liquidity pool held by the Group increased to £127bn at 31st December 2009 from £43bn at the end of 2008. Whilst funding markets were difficult, particularly in the first half of 2009, the Group were able to increase available liquidity and the Group extended the average term of unsecured liabilities from 14 months to 26 months. The Group issued £15bn equivalent in public senior unguaranteed debt markets, across multiple currencies and maturities. In addition, the Group raised £1.8bn equivalent in the covered bond market and issued £21bn equivalent of structured notes. The Group have continued to manage liquidity prudently in the light of market conditions and in anticipation of ongoing regulatory developments.

Foreign currency translation

During 2009, US Dollar and Euro depreciated 10% and 7%, respectively, relative to Sterling. As a result, foreign currency assets and risk weighted assets decreased in value in Sterling terms.

The Group’s hedging strategy in respect of net investments in foreign currencies is designed to minimise the volatility of the capital ratios caused by changes in the Sterling value of foreign currency capital resources and risk weighted assets due to movements in foreign currency exchange rates. In this regard, the Group’s 31st December 2009 Core Tier 1 ratio is hedged to approximately 75%, 25% and 80% of the movements in US Dollar, Euro and South African Rand respectively against Sterling.

The currency translation reserve reduced by £1.2bn in 2009. This reflected movements in foreign currency net investments which are partially economically hedged through preference share capital (denominated in US Dollars and Euros) that is not revalued for accounting purposes.


14

Financial review

Balance sheet commentary

continued

Total assets and risk weighted assets by business

2009/08

Total assets decreased by £674bn to £1,379bn and risk weighted assets decreased £51bn to £383bn.

Barclays UK Retail Bank’s total assets increased 4% to £105.2bn (31st December 2008: £101.4bn) driven by growth in mortgage balances. Risk weighted assets increased 6% (£1.7bn) to £32.2bn (2008: £30.5bn), a significant contributor being the growth in the mortgage book.

Total assets in Barclays Commercial Bank fell 10% (£8.5bn) to £75.5bn (2008: £84.0bn) driven by reduced overdraft borrowings and lower volumes in Barclays Asset and Sales Finance business. New term lending was £14bn. Risk weighted assets fell 4% (£2.8bn) to £60.3bn (2008: £63.1bn) largely reflecting a reduction in net balance sheet exposures offset by the impact of deteriorating credit conditions.

Total assets decreased 2% to £30.2bn (2008: £30.9bn) in Barclaycard reflecting the depreciation in the US Dollar and Euro against Sterling, the decision to stop writing new business in FirstPlus and tighter lending criteria. Risk weighted assets increased 12% (£3.3bn) to £30.6bn (2008: £27.3bn) due to higher volumes and the impact of moving toward an advanced risk measurement methodology offset by favourable foreign exchange and lower secured lending balances in FirstPlus.

Total assets in GRCB – Western Europe remained stable at £64.2bn (2008: £65.5bn), as underlying asset growth was offset by depreciation in the period end value of the Euro against Sterling. Risk weighted assets decreased 12% (£4.6bn) to £32.4bn (2008: £37.0bn) driven by active management and the migration of certain retail portfolios onto the advanced credit risk approach.

GRCB – Emerging Markets’ total assets decreased 14% (£2.0bn) to £11.9bn (2008: £13.9bn), and risk weighted assets decreased 15% (£2.2bn) to £12.4bn (2008: £14.6bn) due to the business pro-actively managing down portfolio exposures and the impact of exchange rate movements driven by a realignment of lending strategy in light of the economic downturn. Customer assets decreased 25% (£2.4bn) to £7.3bn (2008: £9.7bn) and customer deposits decreased 9% (£0.8bn) to £8.5bn (2008: £9.3bn).

Total assets in GRCB – Absa increased 13% to £45.8bn (2008: £40.4bn) and risk weighted assets increased 14% (£2.6bn) to £21.4bn (2008: £18.8bn), reflecting the impact of exchange rate movements.

Total assets in Barclays Capital reduced 37% to £1,019.1bn (2008: £1,629.1bn) primarily as a result of lower derivative balances. There were further reductions in the trading portfolio and lending as well as depreciation in the value of other currencies relative to Sterling. These reductions contributed to an overall decrease of 9% in the adjusted gross leverage assets to £618.2bn (2008: £681bn). Risk weighted assets reduced 20% (£46.3bn) to £181.1bn (2008: £227.4bn) following reductions in the size of the balance sheet and reclassification of certain securitisation assets to capital deductions and depreciation on the value of other currencies against Sterling, partially offset by a deterioration in credit conditions which increased probabilities of default.

Barclays Global Investors’ total assets have decreased £65.9bn to £5.4bn (2008: £71.3bn) reflecting the sale of BGI and the Group’s ongoing interest in BlackRock shares.

In Barclays Wealth, total assets increased 14% to £15.1bn (2008: £13.3bn) and risk weighted assets increased 10% (£1.1bn) to £11.4bn (2008: £10.3bn) reflecting growth in loans and advances.

Total assets by business


	2009 £m	2008 £m	2007 £m
UK Retail Banking	105,228	101,384	88,477
Barclays Commercial Bank	75,547	84,029	74,566
Barclaycard	30,220	30,925	22,121
GRCB – Western Europe	64,185	65,519	43,702
GRCB – Emerging Markets	11,874	13,866	9,188
GRCB – Absa	45,824	40,391	36,368
Barclays Capital	1,019,120	1,629,117	839,850
Barclays Global Investors	5,406	71,340	89,218
Barclays Wealth	15,095	13,263	18,188
Head office functions and other operations	6,430	3,146	5,683
Total assets	1,378,929	2,052,980	1,227,361

Risk weighted assets by business under Basel II


	2009 £m	2008 £m	2007 £m
UK Retail Banking	32,176	30,491	31,463
Barclays Commercial Bank	60,292	63,081	57,040
Barclaycard	30,566	27,316	20,199
GRCB – Western Europe	32,396	36,953	24,971
GRCB – Emerging Markets	12,399	14,607	10,484
GRCB – Absa	21,410	18,846	17,829
Barclays Capital	181,117	227,448	178,206
Barclays Global Investors	73	3,910	4,369
Barclays Wealth	11,354	10,300	8,216
Head office functions and other operations	870	350	1,101
Total risk weighted assets	382,653	433,302	353,878


				15

LOGO

2008/07

Total assets increased 67% to £2,053.0bn (2007: £1,227.4bn). Risk weighted assets increased 22% to £433.3bn (2007: £353.9bn).

UK Retail Banking total assets increased 15% to £101.4bn (2007: £88.5bn) driven by growth in mortgage balances. Risk weighted assets decreased 3% to £30.5bn (2007: £31.5bn) as lending growth mainly in high quality, low risk mortgages was more than offset in capital terms by active risk management.

Barclays Commercial Bank total assets grew 13% to £84.0bn (2007: £74.6bn) driven by higher loans and advances. Risk weighted assets increased 11% to £63.1bn (2007: £57.0bn). This was slightly lower than asset growth, reflecting a relative increase in lower risk portfolios.

Barclaycard total assets increased 40% to £30.9bn ( 2007: £22.1bn) reflecting increases in International assets, the acquisition of Goldfish and the appreciation of the Euro and US Dollar against Sterling. Risk weighted assets increased 35% to £27.3bn ( 2007: £20.2bn), driven by acquisitions, the redemption of securitisation deals and exposure growth predominantly in the US.

GRCB – Western Europe total assets grew 50% to £65.5bn (2007: £43.7bn) reflecting growth in retail mortgages, unsecured lending, commercial lending and a 31% appreciation over the year in the value of the Euro against Sterling. Risk weighted assets increased 48% to £37bn (2007: £25.0bn), primarily reflecting underlying lending growth and the appreciation of the Euro.

GRCB – Emerging Markets total assets grew 51% to £13.9bn (2007: £9.2bn) reflecting increases in retail and commercial lending combined with the impact of Sterling depreciation. Risk weighted assets increased 39% to £14.6bn (2007: £10.5bn), reflecting portfolio growth.

GRCB – Absa total assets increased 11% to £40.4bn (2007: £36.4bn) reflecting broad based asset growth. Risk weighted assets increased 6% to £18.8bn (2007: £17.8bn), reflecting balance sheet growth.

Barclays Capital total assets increased 94% (£789.2bn) to £1,629.1bn (2007: £839.9bn) due to an increase in derivative assets of £736.7bn, predominantly driven by significant volatility and movements in yield curves in 2008, together with a substantial depreciation in Sterling against most major currencies. Total assets excluding derivatives increased by 9% in

Sterling. On a constant currency basis, total assets excluding derivatives decreased by approximately 15%. Risk weighted assets increased 28% to £227.4bn (2007: £178.2bn). This was driven by the depreciation in Sterling against the US Dollar and Euro, and an increase in market volatility.

The total assets of our former business, Barclays Global Investors, decreased 20% to £71.3bn (2007: £89.2bn), mainly attributable to adverse market movements in certain asset management products recognised as investment contracts. Risk weighted assets decreased 11% to £3.9bn (2007: £4.4bn) mainly attributed to changes in the asset class mix, partially offset by the weakening of Sterling against other currencies.

Barclays Wealth total assets decreased 27% to £13.3bn (2007: £18.2bn) reflecting the sale of the closed life assurance business partially offset by strong growth in lending to high net worth and intermediary clients. Risk weighted assets increased 26% to £10.3bn (2007: £8.2bn) reflecting strong growth in lending.

Head office functions and other operations total assets decreased 46% to £3.1bn (2007: £5.7bn). Risk weighted assets decreased 64% to £0.4bn (2007: £1.1bn). The decrease in the year was mainly attributable to the increased netting of Group deferred tax assets and liabilities.

Adjusted gross leverage

2009/08

The adjusted gross leverage ratio is defined as the multiple of adjusted total tangible assets over total qualifying Tier 1 capital.

Adjusted total tangible assets are total assets less derivative counterparty netting, assets under management on the balance sheet, settlement balances, goodwill and tangible assets. Tier 1 capital is defined by the UK FSA. Adjusted gross leverage is a non-IFRS measure. However, Barclays management believes that this measure provides valuable information to readers of Barclays financial statements as a key measure of stability, which is consistent with the views of regulators and investors. However, this measure is not a substitute for IFRS measures and readers should consider IFRS measures as well.

Limited netting is permitted under IFRS, even for receivables and payables with the same counterparty where there are contractually agreed netting arrangements. Derivative assets and liabilities would be £374bn (2008: £917bn) lower than reported under IFRS if netting were permitted for assets and liabilities with the same counterparty or for which we hold cash collateral.

Assets and liabilities also include amounts held under investment contracts with third parties of a further £2bn as at 31st December 2009 (2008: £69bn). These constitute asset management products offered to institutional pension funds which are required to be recognised as financial instruments. Changes in value in these assets are entirely to the account of the beneficial owner of the asset.


Adjusted gross leverage
	2009 £m		2008 £m		2007 £m
Total assets	1,378,929		2,052,980		1,227,361
Counterparty net/ collateralised derivatives	(374,099	)	(917,074	)	(215,485	)
Financial assets designated at fair value and associated cash balances – held in respect of linked liabilities to customers under investment contracts	(1,679	)	(69,183	)	(92,639	)
Net settlement balances	(25,825	)	(29,786	)	(22,459	)
Goodwill and intangible assets	(8,795	)	(10,402	)	(8,296	)
Adjusted total tangible assets	968,531		1,026,535		888,482
Total qualifying Tier 1 capital	49,637		37,250		26,743
Adjusted gross leverage	20		28		33


16

Financial review

Balance sheet commentary

continued

Excluding these items, settlement balances, goodwill and intangible assets, our adjusted total tangible assets were £969bn at 31st December 2009 (2008: £1,026bn). At 31st December 2009 adjusted gross leverage was 20x (2008: 28x).

Adjusted total tangible assets include cash and balances at central banks of £81.5bn (2008: £30.0bn). Excluding these balances the adjusted gross leverage would be 18x (2008: 27x).

2008/07

Derivative assets and liabilities would be £917bn lower than reported under IFRS if netting were permitted for assets and liabilities with the same counterparty or for which we hold cash collateral. Assets and liabilities also include amounts held under investment contracts with third parties of a further £69bn as at 31st December 2008. These constitute asset management products offered to institutional pension funds which are required to be recognised as financial instruments. Changes in value in these assets are entirely to the account of the beneficial owner of the asset.

Excluding these items, settlement balances, goodwill and intangible assets, our adjusted total tangible assets were £1,026bn at 31st December 2008 (2007: £888bn). At 31st December 2008 adjusted gross leverage was 28x (2007: 33x).

Total shareholders’ equity

2009/08

Total shareholders’ equity increased £11,067m to £58,478m (2008: £47,411m).

Called up share capital comprises 11,412 million ordinary shares of 25p each (2008: 8,372 million ordinary shares of 25p each).

Retained earnings increased £9,637m to £33,845m (2008: £24,208m). Profit attributable to the equity holders of the Parent of £9,393m and the proceeds of capital raising of £784m were partially offset by dividends paid to shareholders of £113m. Other equity in the prior year represents Mandatorily Convertible Notes, which were converted into ordinary shares by June 2009.

Movements in other reserves, except the capital redemption reserve and

other capital reserve, reflect the relevant amounts recorded in the consolidated statement of comprehensive income on page 179.

Non-controlling interests increased £408m to £11,201m (2008: £10,793m). The increase primarily reflects profit for the year attributable to non-controlling interests of £895m, currency translation differences of £277m, offset by dividends paid of £767m.

The Group’s authority to buy back equity shares was renewed at the 2009 AGM.

2008/07

Total shareholders’ equity increased £14,935m to £47,411m (2007: £32,476m).

Called up share capital comprised 8,372 million ordinary shares of 25p each (2007: 6,600 million ordinary shares of 25p each and 1 million staff shares of £1 each).

Retained earnings increased £3,238m to £24,208m (2007: £20,970m). Profit attributable to the equity holders of the Parent of £4,382m and the proceeds of capital raising of £1,410m were partially offset by dividends paid to shareholders of £2,344m. Other equity of £3,652m represents the issue of Mandatorily Convertible Notes, which were subsequently converted into ordinary shares prior to 1st July 2009.

Movements in other reserves, except the capital redemption reserve and other capital reserve, reflect the relevant amounts recorded in the consolidated statement of comprehensive income on page 179.

Non-controlling interests increased £1,608m to £10,793m (2007: £9,185m). The increase primarily reflects a 2008 preference share issuance by Barclays Bank PLC of £1,345m.

Barclays Bank PLC

Preference shares issued by Barclays Bank PLC are included within share capital and share premium in the Barclays Bank PLC Group but represent ~~minority~~non-controlling interests in the Barclays PLC Group. Certain issuances of reserve capital instruments and capital notes by Barclays Bank PLC are included within other shareholders’ equity in the Barclays Bank PLC Group but represent ~~minority~~non-controlling interests in Barclays PLC Group. The Mandatorily Convertible Notes issued pursuant to the equity issuances by Barclays PLC represent financial liabilities in the financial statements of Barclays Bank PLC and have not been included in shareholders’ equity.

Total shareholders’ equity

      2008
£m       2007
£m
2006
£m

Barclays PLC Group
Called up share capital    2,093    1,651    1,634
Share premium account    4,045    56    5,818
Other equity    3,652    –    –
Available for sale reserve    (1,190 )       132
Cash flow hedging reserve    132         26         (230 )
Capital redemption reserve    394    384    309
Other capital reserve    617    617    617
Currency translation reserve    2,840    (307 )    (438 )
Other reserves    2,793    874    390
Retained earnings    24,208    20,970    12,169
Less: Treasury shares    (173 )    (260 )    (212 )
Shareholders’ equity excluding minority interests    36,618    23,291    19,799
Minority interests    10,793    9,185    7,591
Total shareholders’ equity    47,411    32,476    27,390

Total shareholders’ equity

      2008
£m       2007
£m       2006
£m
Barclays Bank PLC Group
Called up share capital    2,398    2,382    2,363
Share premium account    12,060    10,751    9,452
Available for sale reserve    (1,249 )    111         184
Cash flow hedging reserve    132         26    (230 )
Currency translation reserve    2,840    (307 )    (438 )
Other reserves    1,723    (170 )    (484 )
Other shareholders’ equity    2,564    2,687    2,534
Retained earnings    22,457    14,222    11,556
Shareholders’ equity excluding minority interests    41,202    29,872    25,421
Minority interests    2,372    1,949    1,685
Total shareholders’ equity    43,574    31,821    27,106


Total shareholders’ equity
	2009 £m		2008 £m		2007 £m
Barclays PLC Group
Called up share capital	2,853		2,093		1,651
Share premium account	7,951		4,045		56
Other equity	–		3,652		–
Available for sale reserve	(110	)	(1,190	)	154
Cash flow hedging reserve	252		132		26
Capital redemption reserve	394		394		384
Other capital reserve	617		617		617
Currency translation reserve	1,615		2,840		(307	)
Other reserves	2,768		2,793		874
Retained earnings	33,845		24,208		20,970
Less: Treasury shares	(140	)	(173	)	(260	)
Shareholders’ equity excluding non-controlling interests	47,277		36,618		23,291
Non-controlling interests	11,201		10,793		9,185
Total shareholders’ equity	58,478		47,411		32,476


Total shareholders’ equity
	2009 £m		2008 £m		2007 £m
Barclays Bank PLC Group
Called up share capital	2,402		2,398		2,382
Share premium account	12,092		12,060		10,751
Available for sale reserve	(84	)	(1,249	)	111
Cash flow hedging reserve	252		132		26
Currency translation reserve	1,615		2,840		(307	)
Other reserves	1,783		1,723		(170	)
Other shareholders’ equity	2,559		2,564		2,687
Retained earnings	37,089		22,457		14,222
Shareholders’ equity excluding non-controlling interests	55,925		41,202		29,872
Non-controlling interests	2,774		2,372		1,949
Total shareholders’ equity	58,699		43,574		31,821

~~Barclays~~

~~Annual Report 2008~~

Financial review

Capital management

Capital resources

2009/08

Core Tier 1 capital for Barclays PLC Group increased £14.1bn to £38.4bn and Tier 1 capital increased £12.4bn to £49.6bn.

Retained earnings and capital issues (including the conversion of the Mandatorily Convertible Notes) contributed £9.3bn and £4.7bn respectively to Core Tier 1 and Tier 1 capital. Reductions in the adjustment for own credit (£1.3bn) and deduction for intangible assets (£1.6bn) were broadly offset by the increase in securitisation deductions (£2.1bn).

The investment in BlackRock contributed to the £2.6bn increase in deductions from Tier 1 capital. This was partially offset by an increase in the amount of Reserve Capital Instruments eligible for inclusion in Tier 1.

Tier 2 capital decreased by £7.6bn. Deductions increased by £4.6bn, mainly in respect of the investment in BlackRock and securitisation positions. Subordinated loan capital decreased by £4.0bn, driven by net redemptions, the impact of exchange rate movements and lower levels of Reserve Capital Instruments in excess of the Tier 1 limits.

2008/07

Core Tier 1 capital increased by £7.6bn to £24.4bn and Tier 1 capital increased by £10.5bn during the year, driven by issues of ordinary shares (£5.2bn), other capital issuances (£4.3bn), retained profits (£2.0bn) and exchange rate movements (£3.2bn). These movements were partially offset by an increase in intangible assets (£1.3bn), innovative Tier 1 capital in excess of regulatory limits being reclassified as Tier 2 capital (£1.3bn) and the reversal of gains on own credit, net of tax (£1.2bn).

Tier 2 capital increased by £8.5bn due to issuance of loan capital (£3.6bn) net of redemptions (£1.1bn), inclusion of innovative capital in excess of the Tier 1 limits (£1.3bn), increases in collective impairment (£1.2bn) and exchange rate movements (£3.9bn).

~~The Mandatorily Convertible Notes (MCNs) issued during the year (£4.1bn) will qualify as equity capital from the date of their conversion, on or before 30th June 2009.~~

~~All capital issuance referred to above is stated gross of issue costs.~~

~~Basel I transitional floor~~

Barclays commenced calculating capital requirements under the Basel II capital framework from 1st January 2008. The Group manages its businesses and reports capital requirements on a Basel II basis. During the transition period for the adoption of Basel II, banks’ capital requirements may not fall below a transitional floor. In 2008 this floor was 90% of adjusted Basel I capital requirements. As at 31st December 2008, the Group had additional capital requirements under the transitional floor rules of £1.5bn. The Group’s total capital resources of £58.7bn exceeded its capital requirements taking into account the transitional floor by £22.5bn. On 1st January 2009, the transitional floor reduced to 80% of adjusted Basel I capital requirements and there were no additional capital requirements resulting from its application.


Capital ratios under Basel II	2009		2008		2007
	Barclays PLC Group	Barclays Bank PLC Group	Barclays PLC Group	Barclays Bank PLC Group	Barclays PLC Group	Barclays Bank PLC Group
Capital ratios	%	%	%	%	%	%
Core Tier 1 ratio	10.0	10.1	5.6	5.6	4.7	4.5
Tier 1 ratio	13.0	13.0	8.6	8.6	7.6	7.3
Risk asset ratio	16.6	16.6	13.6	13.5	11.2	11.0
Risk weighted assets	£m	£m	£m	£m	£m	£m
Credit risk	252,054	252,054	266,912	266,912	244,474	244,469
Counterparty risk	45,450	45,450	70,902	70,902	41,203	41,203
Market risk
– Modelled – VaR	10,623	10,623	14,452	14,452	7,270	7,270
– Modelled – IRDC^aand non-VaR	5,378	5,378	7,771	7,771	5,522	5,522
– Standardised	38,525	38,525	43,149	43,149	27,020	27,020
Operational risk	30,623	30,623	30,116	30,116	28,389	28,389
Total risk weighted assets	382,653	382,653	433,302	433,302	353,878	353,873

~~Capital ratios~~Note

   Basel II Basel II Basel I Basel I
   2008 2007 2007 2006
   Barclays
PLC
Group

Barclays
Bank PLC
Group

Barclays
PLC
Group

Barclays
Bank PLC
Group

Barclays
PLC
Group

Barclays
Bank PLC
Group

Barclays
PLC
Group

Barclays
Bank PLC
Group

Capital ratios
   % % % % % % % %
Tier 1 ratio
   8.6 8.6 7.6 7.3 7.8 7.5 7.7 7.5
Risk asset ratio
   13.6 13.5 11.2 11.0 12.1 11.8 11.7 11.5

Risk weighted assets
   £m £m £m £m £m £m £m £m
Credit risk
   266,912 266,912 244,474 244,469 265,264 265,259 233,630 233,630
Counterparty risk
   70,902 70,902 41,203 41,203 51,947 51,947 33,912 33,912
Market risk
   65,372 65,372 39,812 39,812 36,265 36,265 30,291 30,291
Operational risk
   30,116 30,116 28,389 28,389 n/a n/a n/a n/a
Total risk weighted assets
   433,302 433,302 353,878 353,873 353,476 353,471 297,833 297,833
Total net capital resources



Capital resources (as defined for regulatory purposes)

      £m £m £m £m £m £m £m £m
Tier 1

Called up share capital
   2,093 2,338 1,651 2,382 1,651 2,382 1,634 2,363
Eligible reserves
   31,156 36,639 22,939 26,028 22,526 25,615 19,608 21,700
Minority interests
   13,915 8,038 10,551 5,857 10,551 5,857 7,899 4,528
Tier One Notes
   1,086 1,086 899 899 899 899 909 909
Less: Intangible assets
   (9,964 ) (9,964 ) (8,191 ) (8,191 ) (8,191 ) (8,191 ) (7,045 ) (7,045 )
Less: Deductions from Tier 1 capital
   (1,036 ) (1,036 ) (1,106 ) (1,106 ) (28 ) (28 ) – –
Total qualifying Tier 1 capital
   37,250 37,101 26,743 25,869 27,408 26,534 23,005 22,455
Tier 2

Revaluation reserves
   26 26 26 26 26 26 25 25
Available for sale equity
   122 122 295 295 295 295 221 221
Collectively assessed impairment allowances
   1,654 1,654 440 440 2,619 2,619 2,556 2,556
Minority interests
   607 607 442 442 442 442 451 451
Qualifying subordinated liabilities

Undated loan capital
   6,745 6,768 3,191 3,191 3,191 3,191 3,180 3,180
Dated loan capital
   14,215 14,215 10,578 10,578 10,578 10,578 7,603 7,603
Less: Deductions from Tier 2 capital
   (1,036 ) (1,036 ) (1,106 ) (1,106 ) (28 ) (28 ) – –
Total qualifying Tier 2 capital
   22,333 22,356 13,866 13,866 17,123 17,123 14,036 14,036
Less: Regulatory deductions

Investments not consolidated for supervisory purposes
   (403 ) (403 ) (633 ) (633 ) (633 ) (633 ) (982 ) (982 )
Other deductions
   (453 ) (561 ) (193 ) (193 ) (1,256 ) (1,256 ) (1,348 ) (1,348 )
Total deductions
   (856 ) (964 ) (826 ) (826 ) (1,889 ) (1,889 ) (2,330 ) (2,330 )
Total net capital resources
   58,727 58,493 39,783 38,909 42,642 41,768 34,711 34,161

a	Incremental Default Risk Charge.

~~Barclays~~

~~Annual Report 2008~~

Financial review

Capital management

continued

Capital resourcescontinued

Total net capital resources under Basel II


	2009				2008				2007
Capital resources (as defined for regulatory purposes)	Barclays PLC Group £m		Barclays Bank PLC Group £m		Barclays PLC Group £m		Barclays Bank PLC Group £m		Barclays PLC Group £m		Barclays Bank PLC Group £m
Ordinary shareholders’ funds^a	47,277		55,925		36,618		41,202		23,291		29,872
Regulatory adjustments:
MCNs not yet converted	–		–		(3,652	)	–		–		–
Available for sale reserve – debt^b	83		83		372		372		49		49
Available for sale reserve – equity	(309	)	(335	)	(122	)	(63	)	(295	)	(514	)
Cash flow hedging reserve	(252	)	(252	)	(132	)	(132	)	(26	)	(26	)
Defined benefit pension scheme	431		431		849		849		1,052		1,052
Adjustments for scope of regulatory consolidation	196		196		847		847		(191	)	(191	)
Foreign exchange on RCIs and upper Tier 2 loan stock	25		25		(231	)	(231	)	499		499
Adjustment for own credit	(340	)	(340	)	(1,650	)	(1,650	)	(461	)	(461	)
Other adjustments	144		144		305		304		465		465
Equity non-controlling interest	2,351		2,351		1,981		1,981		1,608		1,608
Less: Intangible assets	(8,345	)	(8,345	)	(9,964	)	(9,964	)	(8,191	)	(8,191	)
Less: Net excess of expected loss over impairment at 50%	(25	)	(25	)	(159	)	(159	)	(743	)	(743	)
Less: Securitisation positions at 50%	(2,799	)	(2,799	)	(704	)	(704	)	(335	)	(335	)
Less: Non Core Tier 1 capital issues included in shareholders’ funds	–		(8,427	)	–		(8,421	)	–		(7,236	)
Core Tier 1 Capital	38,437		38,632		24,358		24,231		16,722		15,848
Preference shares^c	6,256		6,256		6,191		6,191		5,035		5,035
Reserve Capital Instruments^d	6,724		6,724		5,743		5,721		3,908		3,908
Tier 1 Notes^e	1,017		1,017		1,086		1,086		899		899
Tax on the net excess of expected loss over impairment	8		8		46		46		207		207
Less: Material holdings in financial companies at 50%	(2,805	)	(2,915	)	(174	)	(174	)	(28	)	(28	)
Total qualifying Tier 1 capital	49,637		49,722		37,250		37,101		26,743		25,869

Revaluation reserves	26		26		26		26		26		26
Available for sale reserve – equity	309		335		122		122		295		295
Collectively assessed impairment allowances	2,443		2,443		1,654		1,654		440		440
Tier 2 non-controlling interests	547		547		607		607		442		442
Qualifying subordinated liabilities^f
Undated loan capital	1,350		1,350		6,745		6,768		3,191		3,191
Dated loan capital	15,657		15,658		14,215		14,215		10,578		10,578
Less: Net excess of expected loss over impairment at 50%	(25	)	(25	)	(158	)	(158	)	(743	)	(743	)
Less: Securitisation positions at 50%	(2,799	)	(2,799	)	(704	)	(704	)	(335	)	(335	)
Less: Material holdings in financial companies at 50%	(2,805	)	(2,915	)	(174	)	(174	)	(28	)	(28	)
Total qualifying Tier 2 capital	14,703		14,620		22,333		22,356		13,866		13,866
Less: Other regulatory deductions	(880	)	(880	)	(856	)	(964	)	(826	)	(826	)
Total net capital resources	63,460		63,462		58,727		58,493		39,783		38,909

Notes

a	For Barclays Bank PLC this balance represents Shareholders’ equity excluding non-controlling interests.

b	Adjusted for the scope of regulatory consolidation.

17c	Preference shares are included in the balance sheet under non-controlling interests for Barclays PLC and shareholders equity for Barclays Bank PLC.

d	Reserve Capital Instruments comprise instruments that are both debt and equity accounted and are included in the balance sheet under subordinated liabilities and non-controlling interests for Barclays PLC and subordinated liabilities and shareholders equity for Barclays Bank PLC.

e	Tier 1 Notes are included in the balance sheet under subordinated liabilities.

f	Qualifying subordinated liabilities include excess innovative Tier 1 instruments and are subject to limits laid down in the regulatory requirements.


				19

LOGO

Financial review

Additional financial disclosure

Deposits and short-term borrowings

Deposits

Deposits include deposits from banks and customers accounts.


	Average: year ended 31st December			Average^a for the year ended 31st December
	2008 £m	2007 £m	2006 £m	2009 £m	2008 £m	2007 £m
Deposits from banks
Customers in the United Kingdom	14,003	15,321	12,832	13,702	14,003	15,321
Customers outside the
United Kingdom:
Other European Union	38,210	33,162	30,116	48,161	38,210	33,162
United States	15,925	6,656	7,352	14,757	15,925	6,656
Africa	3,110	4,452	4,140	2,218	3,110	4,452
Rest of the World	36,599	36,626	35,013	24,350	36,599	36,626
Total deposits from banks	107,847	96,217	89,453	103,188	107,847	96,217
Customer accounts
Customers in the United Kingdom	206,020	187,249	173,767	197,363	206,020	187,249
Customers outside the
United Kingdom:
Other European Union	30,909	23,696	22,448	38,326	30,909	23,696
United States	31,719	21,908	17,661	32,218	31,719	21,908
Africa	35,692	29,855	23,560	37,009	35,692	29,855
Rest of the World	27,653	23,032	19,992	23,655	27,653	23,032
Customer accounts	331,993	285,740	257,428	328,571	331,993	285,740

Deposits from banks in offices in the United Kingdom received from ~~non- residents~~non-residents amounted to ~~£63,284m (2007: £45,162m)~~£51,423m (2008: £63,284m).


	Year ended 31st December			Year ended 31st December
	2008 £m	2007 £m	2006 £m	2009 £m	2008 £m	2007 £m
Customer accounts	335,505	294,987	256,754	322,429	335,505	294,987
In offices in the United Kingdom:
Current and Demand accounts
– interest free	41,351	33,400	25,650	45,160	41,351	33,400
Current and Demand accounts
– interest bearing	20,898	32,047	31,769	24,066	20,898	32,047
Savings accounts	68,335	70,682	62,745	71,238	68,335	70,682
Other time deposits – retail	33,785	36,123	36,110	29,678	33,785	36,123
Other time deposits – wholesale	74,417	65,726	53,733	52,891	74,417	65,726
Total repayable in offices in the United Kingdom	238,786	237,978	210,007	223,033	238,786	237,978
In offices outside the United Kingdom:
Current and Demand accounts
– interest free	4,803	2,990	2,169	7,308	4,803	2,990
Current and Demand accounts
– interest bearing	15,463	11,570	17,626	24,176	15,463	11,570
Savings accounts	7,673	3,917	3,041	9,950	7,673	3,917
Other time deposits	68,780	38,532	23,911	57,962	68,780	38,532
Total repayable in offices outside the United Kingdom	96,719	57,009	46,747	99,396	96,719	57,009

Customer accounts deposits in offices in the United Kingdom received from non-residents amounted to ~~£61,714m (2007: £49,179m)~~£57,014m (2008: £61,714m).

Note

a	Calculated using month-end balances.

Short-term borrowings

Short-term borrowings include deposits from banks, commercial paper and negotiable certificates of deposit.

Deposits from banks

Deposits from banks are taken from a wide range of counterparties and generally have maturities of less than one year.


	2008 £m	2007 £m	2006 £m	2009 £m	2008 £m	2007 £m
Year-end balance	114,910	90,546	79,562	76,446	114,910	90,546
Average balance	107,847	96,217	89,453
Average balanced^a				103,188	107,847	96,217
Maximum balance	139,836	109,586	97,165	121,940	139,836	109,586
Average interest rate during year	3.6%	4.1%	4.2%	0.6%	3.6%	4.1%
Year-end interest rate	2.3%	4.0%	4.3%	0.4%	2.3%	4.0%

Commercial paper

Commercial paper is issued by the Group, mainly in the United States, generally in denominations of not less than US$100,000, with maturities of up to 270 days.


	2008 £m	2007 £m	2006 £m	2009 £m	2008 £m	2007 £m
Year-end balance	27,692	23,451	26,546	19,300	27,692	23,451
Average balance	24,668	26,229	29,740
Average balance^a				21,835	24,668	26,229
Maximum balance	27,792	30,736	31,859	28,756	27,792	30,736
Average interest rate during year	4.4%	5.4%	4.4%	2.5%	4.4%	5.4%
Year-end interest rate	4.2%	5.2%	5.0%	2.5%	4.2%	5.2%

Negotiable certificates of deposit

Negotiable certificates of deposits are issued mainly in the United Kingdom and United States, generally in denominations of not less than US$100,000.


	2008 £m	2007 £m	2006 £m	2009 £m	2008 £m	2007 £m
Year-end balance	61,332	58,401	52,800	44,681	61,332	58,401
Average balance	55,122	55,394	49,327
Average balance^a				54,960	55,122	55,394
Maximum balance	67,715	62,436	60,914	64,054	67,715	62,436
Average interest rate during year	4.4%	5.1%	5.3%	2.3%	4.4%	5.1%
Year-end interest rate	4.1%	5.0%	5.1%	2.2%	4.1%	5.0%

18 20

~~Barclays~~

~~Annual Report 2008~~

Financial review

Additional financial disclosure

continued

Commitments and contractual obligations

Commercial commitments include guarantees, contingent liabilities and standby facilities.

Commercial commitments


	2008 Amount of commitment expiration per period					Amount of commitment expiration per period
	Less than one year £m	Between one to three years £m	Between three to five years £m	After five years £m	Total amounts committed £m	Less than one year £m	Between one to three years £m	Between three to five years £m	After five years £m	Total amounts committed £m
2009
Acceptances and endorsements	576	6	3	–	585	372	3	–	–	375
Guarantees and letters of credit pledged as collateral security	7,272	2,529	1,781	4,070	15,652	6,770	4,103	1,286	3,247	15,406
Securities lending arrangements	38,290	–	–	–	38,290
Securities lending arrangements^a						27,406	–	–	–	27,406
Other contingent liabilities	7,989	1,604	372	1,818	11,783	7,637	853	381	716	9,587
Documentary credits and other short-term trade related transactions	770	88	1	–	859	722	38	2	–	762
Forward asset purchases and forward deposits placed	50	241	–	–	291	46	–	–	–	46
Standby facilities, credit lines and other	195,035	29,666	26,150	8,815	259,666	145,916	44,004	9,794	6,753	206,467

	2007 Amount of commitment expiration per period
	Less than one year £m	Between one to three years £m	Between three to five years £m	After five years £m	Total amounts committed £m
2008
Acceptances and endorsements	365	–	–	–	365	576	6	3	–	585
Guarantees and letters of credit pledged as collateral security	6,417	2,711	1,971	1,874	12,973	7,272	2,529	1,781	4,070	15,652
Securities lending arrangements	22,719	–	–	–	22,719
Securities lending arrangements^a						38,290	–	–	–	38,290
Other contingent liabilities	6,594	1,556	416	1,151	9,717	7,989	1,604	372	1,818	11,783
Documentary credits and other short-term trade related transactions	401	121	–	–	522	770	88	1	–	859
Forward asset purchases and forward deposits placed	283	–	–	–	283	50	241	–	–	291
Standby facilities, credit lines and other	136,457	17,039	28,127	10,211	191,834	195,035	29,666	26,150	8,815	259,666
Contractual obligations include debt securities, operating lease and purchase obligations. Contractual obligations
	2008 Payments due by period
	Less than one year £m	Between one to three years £m	Between three to five years £m	After five years £m	Total £m
Long-term debt	108,172	24,701	10,855	22,008	165,736
Operating lease obligations	280	690	785	2,745	4,500
Purchase obligations	214	225	61	20	520
Total	108,666	25,616	11,701	24,773	170,756

	2007 Payments due by period
	Less than one year £m	Between one to three years £m	Between three to five years £m	After five years £m	Total £m
Long-term debt	90,201	13,558	8,630	19,358	131,747
Operating lease obligations	197	755	610	2,225	3,787
Purchase obligations	141	186	27	6	360
Total	90,539	14,499	9,267	21,589	135,894

Contractual obligations include debt securities, operating lease and purchase obligations.

Contractual obligations


	Payments due by period
	Less than one year £m	Between one to three years £m	Between three to five years £m	After five years £m	Total £m
2009
Long-term debt	80,824	31,138	12,982	28,626	153,570
Operating lease obligations	468	808	675	2,936	4,887
Purchase obligations	1,109	940	541	1,243	3,833
Total	82,401	32,886	14,198	32,805	162,290

2008
Long-term debt	108,172	24,701	10,855	22,008	165,736
Operating lease obligations	280	690	785	2,745	4,500
Purchase obligations	214	225	61	20	520
Total	108,666	25,616	11,701	24,773	170,756

The long-term debt does not include undated loan capital of ~~£13,673m (2007: £6,631m)~~£8,148m (2008: £13,673m).

Further information on the contractual maturity of the Group’s assets and liabilities is given in Note 49.

Note

a	Securities lending arrangements are fully collateralised, and are not expected to result in an outflow of funds from the Group, see Note 34 on page 220 for further details.

~~Barclays~~

~~Annual Report 2008~~

1921

~~Financial review~~

~~Additional financial disclosure~~

Securities

The following table analyses the book value of securities which are carried at fair value.


	2008		2007		2006		2009		2008		2007
	Book value £m	Amortised cost £m	Book value £m	Amortised cost £m	Book value £m	Amortised cost £m	Book value £m	Amortised cost £m	Book value £m	Amortised cost £m	Book value £m	Amortised cost £m
Investment securities – available for sale
Debt securities:
United Kingdom government	1,238	1,240	78	81	758	761	77	74	1,238	1,240	78	81
Other government	11,456	11,338	7,383	7,434	12,587	12,735	10,958	8,389	11,456	11,338	7,383	7,434
Other public bodies	2,373	2,379	634	632	280	277
Other public bodies and US Agencies							3,456	3,505	14,660	14,834	5,052	5,048
Mortgage and asset backed securities	3,510	4,126	1,367	1,429	1,706	1,706	2,498	2,958	3,510	4,126	1,367	1,429
Bank and building society certificates of deposit	10,478	10,535	3,028	3,029	6,686	6,693	7,697	7,343	10,478	10,535	3,028	3,029
Corporate and other issuers	29,776	30,363	26,183	26,219	25,895	25,857	19,202	18,986	17,489	17,908	21,765	21,803
Equity securities	2,142	1,814	1,676	1,418	1,371	1,047	6,676	6,247	2,142	1,814	1,676	1,418
Investment securities – available for sale	60,973	61,795	40,349	40,242	49,283	49,076	50,564	47,502	60,973	61,795	40,349	40,242
Other securities – held for trading
Debt securities:
United Kingdom government	6,955	n/a	3,832	n/a	4,986	n/a	6,815	n/a	6,955	n/a	3,832	n/a
Other government	50,727	n/a	51,104	n/a	46,845	n/a	54,161	n/a	50,727	n/a	51,104	n/a
Other public bodies and US Agencies							20,517	n/a	21,909	n/a	9,466	n/a
Mortgage and asset backed securities	30,748	n/a	37,038	n/a	29,606	n/a	12,942	n/a	30,748	n/a	27,572	n/a
Bank and building society certificates of deposit	7,518	n/a	17,751	n/a	14,159	n/a	995	n/a	7,518	n/a	17,751	n/a
Corporate and other issuers	52,738	n/a	43,053	n/a	44,980	n/a	21,164	n/a	30,829	n/a	43,053	n/a
Equity securities	30,535	n/a	36,307	n/a	31,548	n/a	19,602	n/a	30,535	n/a	36,307	n/a
Other securities – held for trading	179,221	n/a	189,085	n/a	172,124	n/a	136,196	n/a	179,221	n/a	189,085	n/a

Investment debt securities include government securities held as part of the Group’s treasury management portfolio for asset and liability, liquidity and regulatory purposes and are for use on a continuing basis in the activities of the Group. In addition, the Group holds as investments listed and unlisted corporate securities.

Bank and building society certificates of deposit are freely negotiable and have original maturities of up to five years, but are typically held for shorter periods.

In addition to UK government securities shown above, ~~at 31st December 2008, 2007 and 2006,~~ the Group held the following government securities which exceeded 10% of shareholders’ ~~equity.~~equity in any of the last three years. These securities are held at fair value.

Government securities


	2008	2007	2006	2009	2008	2007
	Book value £m	Book value £m	Book value £m	Book value £m	Book value £m	Book value £m
United States	17,165	15,156	18,343	17,356	17,165	15,156
Japan	9,092	9,124	15,505	7,609	9,092	9,124
Germany	5,832	5,136	4,741	9,698	5,832	5,136
France	4,091	3,538	4,336	2,574	4,091	3,538
Italy	6,091	5,090	3,419	6,297	6,091	5,090
Spain	3,647	3,674	2,859	4,948	3,647	3,674

Maturities and yield of available for sale debt securities


	Maturing within one year		Maturing after one but within five years			Maturing after five but within ten years		Maturing after ten years		Total		Maturing within one year		Maturing after one but within five years		Maturing after five but within ten years		Maturing after ten years		Total
	Amount £m	Yield %	Amount £m		Yield %	Amount £m	Yield %	Amount £m	Yield %	Amount £m	Yield %	Amount £m	Yield %	Amount £m	Yield %	Amount £m	Yield %	Amount £m	Yield %	Amount £m	Yield %
Government	3,096	6.0	5,410		5.1	1,694	1.1	2,493	0.9	12,693	4.0	971	5.3	6,647	2.5	2,147	1.8	1,270	1.2	11,035	2.5
Other public bodies	832	1.9	1,526		0.9	1	–	14	4.7	2,373	1.3
Other public bodies and US Agencies												14	3.6	148	2.4	3,279	4.1	15	4.8	3,456	4.1
Other issuers	21,749	4.3	9,692	��	3.8	7,702	4.4	4,622	5.7	43,765	4.3	14,727	2.7	12,983	1.4	1,075	3.0	612	3.4	29,397	2.3
Total book value	25,677	4.4	16,628		3.9	9,397	3.8	7,129	4.0	58,831	4.1	15,712	2.9	19,778	1.8	6,501	3.2	1,897	1.9	43,888	2.5

The yield for each range of maturities is calculated by dividing the annualised interest income prevailing at 31st December ~~2008~~2009 by the fair value of securities held at that date.

20 22

~~Barclays~~

~~Annual Report 2008~~

Financial review

Additional financial disclosure

continued

Average balance sheet

Average balance sheet and net interest income (year ended 31st December)


	2008					2007					2006					2009					2008					2007
	Average balance ^a £m		Interest £m		Average rate %	Average balance ^a £m		Interest £m		Average rate %	Average balance ^a £m		Interest £m		Average rate %	Average balance^a £m		Interest £m		Average rate %	Average balance ^a £m		Interest £m		Average rate %	Average balance ^a £m		Interest £m		Average rate %
Assets
Loans and advances to banks^b:
– in offices in the United Kingdom	38,913		1,453		3.7	29,431		1,074		3.6	18,401		647		3.5	41,912		483		1.2	38,913		1,453		3.7	29,431		1,074		3.6
– in offices outside the United Kingdom	14,379		419		2.9	12,262		779		6.4	12,278		488		4.0	35,073		271		0.8	14,379		419		2.9	12,262		779		6.4
Loans and advances to customers^b:
– in offices in the United Kingdom	249,081		13,714		5.5	205,707		13,027		6.3	184,392		11,247		6.1	264,687		9,405		3.6	249,081		13,714		5.5	205,707		13,027		6.3
– in offices outside the United Kingdom	116,284		9,208		7.9	88,212		6,733		7.6	77,615		4,931		6.4	135,936		8,869		6.5	116,284		9,208		7.9	88,212		6,733		7.6
Lease receivables:
– in offices in the United Kingdom	4,827		281		5.8	4,822		283		5.9	5,266		300		5.7	4,316		174		4.0	4,827		281		5.8	4,822		283		5.9
– in offices outside the United Kingdom	6,543		752		11.5	5,861		691		11.8	6,162		595		9.7	7,406		732		9.9	6,543		752		11.5	5,861		691		11.8
Financial investments:
– in offices in the United Kingdom	35,844		1,654		4.6	37,803		2,039		5.4	41,125		1,936		4.7	46,702		1,525		3.3	35,844		1,654		4.6	37,803		2,039		5.4
– in offices outside the United Kingdom	10,450		697		6.7	14,750		452		3.1	14,191		830		5.8	13,590		485		3.6	10,450		697		6.7	14,750		452		3.1
Reverse repurchase agreements and cash collateral on securities borrowed:
– in offices in the United Kingdom	207,521		8,768		4.2	211,709		9,644		4.6	166,713		6,136		3.7	163,139		1,770		1.1	207,521		8,768		4.2	211,709		9,644		4.6
– in offices outside the United Kingdom	128,250		4,450		3.5	109,012		5,454		5.0	100,416		5,040		5.0	145,606		665		0.5	128,250		4,450		3.5	109,012		5,454		5.0
Trading portfolio assets:
– in offices in the United Kingdom	107,626		4,948		4.6	120,691		5,926		4.9	106,148		4,166		3.9	96,421		3,262		3.4	107,626		4,948		4.6	120,691		5,926		4.9
– in offices outside the United Kingdom	128,287		5,577		4.3	57,535		3,489		6.1	61,370		2,608		4.2	103,789		3,228		3.1	128,287		5,577		4.3	57,535		3,489		6.1
Financial assets designated at fair value:
– in offices in the United Kingdom																18,881		822		4.4	20,299		1,325		6.5	19,154		849		4.4
– in offices outside the United Kingdom																13,552		315		2.3	8,690		426		4.9	11,298		713		6.3
Total average interest earning assets	1,048,005		51,921		5.0	897,795		49,591		5.5	794,077		38,924		4.9	1,091,010		32,006		2.9	1,076,994		53,672		5.0	928,247		51,153		5.5
Impairment allowances/provisions	(5,749	)				(4,435	)				(3,565	)				(8,705	)				(5,749	)				(4,435	)
Non-interest earning assets	711,856					422,834					310,949					782,378					682,867					392,382
Total average assets and interest income	1,754,112		51,921		3.0	1,316,194		49,591		3.8	1,101,461		38,924		3.5	1,864,683		32,006		1.7	1,754,112		53,672		3.1	1,316,194		51,153		3.9
Percentage of total average interest earning assets in offices outside the United Kingdom	38.6%					32.0%					34.3%					41.7%					38.3%					32.2%
Total average interest earning assets related to:
Interest income			51,921		5.0			49,591		5.5			38,924		4.9
Interest expense			(38,181	)	3.6			(37,892	)	4.2			(30,385	)	3.8
Interest income^c																		32,006		2.9			53,672		5.0			51,153		5.5
Interest expense^c																		(20,713	)	1.9			(39,820	)	3.8			(39,201	)	4.6
			13,740		1.4			11,699		1.3			8,539		1.1			11,293		1.0			13,852		1.2			11,952		0.9

Notes

a	Average balances are based upon daily averages for most UK banking operations and monthly averages elsewhere.

Loans and advances to ~~customers~~banks and ~~banks~~customers include all doubtful lendings, including ~~non-accrual~~non- accrual lendings. Interest receivable on such lendings has been included to the extent to which either cash payments have been received or interest has been accrued in accordance with the income recognition policy of the Group.

c	In addition to interest income and interest expense shown on the income statement on page 178, interest income and interest expense above includes interest related to principal transactions and available for sale assets and liabilities.

~~Barclays~~

~~Annual Report 2008~~

2123

~~Financial review~~

~~Additional financial disclosure~~

~~Average balance sheet~~

~~Average balance sheet and net interest income (year ended 31st December)~~ LOGO

   2008    2007    2006
   Average
balance ^a
£m    Interest
£m    Average
rate
%
   Average
balance ^a
£m    Interest
£m    Average
rate
%
   Average
balance ^a
£m    Interest
£m    Average
rate
%
Liabilities and shareholders’ equity

Deposits by banks:

– in offices in the United Kingdom
   70,272    2,780    4.0    63,902    2,511    3.9    62,236    2, 464    4.0
– in offices outside the United Kingdom
   32,172    956    3.0    27,596    1,225    4.4    23,438    1,137    4.9
Customer accounts:

demand deposits:

– in offices in the United Kingdom
   24,333    910    3.7    29,110    858    2.9    25,397    680    2.7
– in offices outside the United Kingdom
   14,902    572    3.8    13,799    404    2.9    10,351    254    2.5
Customer accounts:

savings deposits:

– in offices in the United Kingdom
   71,062    2,143    3.0    55,064    2,048    3.7    57,734    1,691    2.9
– in offices outside the United Kingdom
   7,033    413    5.9    4,848    128    2.6    3,124    74    2.4
Customer accounts:

other time deposits – retail:

– in offices in the United Kingdom
   32,283    1,523    4.7    30,578    1,601    5.2    34,865    1,548    4.4
– in offices outside the United Kingdom
   20,055    1,350    6.7    12,425    724    5.8    8,946    482    5.4
Customer accounts:

other time deposits – wholesale:

– in offices in the United Kingdom
   60,574    2,362    3.9    52,147    2,482    4.8    45,930    1,794    3.9
– in offices outside the United Kingdom
   31,300    2,094    6.7    24,298    1,661    6.8    23,442    1,191    5.1
Debt securities in issue:

– in offices in the United Kingdom
   41,014    1,920    4.7    41,552    2,053    4.9    47,216    1,850    3.9
– in offices outside the United Kingdom
   80,768    3,734    4.6    94,271    5,055    5.4    74,125    3,686    5.0
Dated and undated loan capital and other subordinated liabilities principally:

– in offices in the United Kingdom
   22,912    1,435    6.3    12,972    763    5.9    13,686    777    5.7
Repurchase agreements and cash collateral on securities lent:

– in offices in the United Kingdom
   203,967    8,445    4.1    169,272    7,616    4.5    141,862    5,080    3.6
– in offices outside the United Kingdom
   177,883    2,800    1.6    118,050    5,051    4.3    86,693    4,311    5.0
Trading portfolio liabilities:

– in offices in the United Kingdom
   56,675    2,657    4.7    47,971    2,277    4.7    49,892    2,014    4.0
– in offices outside the United Kingdom
   62,239    2,087    3.4    29,838    1,435    4.8    39,064    1,352    3.5
Total average interest bearing liabilities
   1,009,444    38,181    3.8    827,693    37,892    4.6    748,001    30,385    4.1
Interest free customer deposits:

– in offices in the United Kingdom
   40,439          34,109          27,549
– in offices outside the United Kingdom
   3,089          3,092          2,228
Other non-interest bearing liabilities
   664,458          421,473          297,816
Minority and other interests and shareholders’ equity
   36,682          29,827          25,867
Total average liabilities, shareholders’ equity and interest expense
   1,754,112    38,181    2.2    1,316,194    37,892    2.9    1,101,461    30,385    2.8
Percentage of total average interest bearing non-capital liabilities in offices outside the United Kingdom
   42.2%          39.4%          36.1%

Average balance sheet and net interest income (year ended 31st December)


	2009			2008			2007
	Average balance ^a £m	Interest £m	Average rate %	Average balance ^a £m	Interest £m	Average rate %	Average balance ^a £m	Interest £m	Average rate %
Liabilities and shareholders’ equity
Deposits by banks:
– in offices in the United Kingdom	66,394	805	1.2	70,272	2,780	4.0	63,902	2,511	3.9
– in offices outside the United Kingdom	31,091	295	0.9	32,172	956	3.0	27,596	1,225	4.4
Customer accounts:
demand deposits:
– in offices in the United Kingdom	20,989	374	1.8	24,333	910	3.7	29,110	858	2.9
– in offices outside the United Kingdom	23,774	876	3.7	14,902	572	3.8	13,799	404	2.9
Customer accounts:
savings deposits:
– in offices in the United Kingdom	71,818	388	0.5	71,062	2,143	3.0	55,064	2,048	3.7
– in offices outside the
United Kingdom	8,563	326	3.8	7,033	413	5.9	4,848	128	2.6
Customer accounts:
other time deposits – retail:
– in offices in the United Kingdom	30,233	647	2.1	32,283	1,523	4.7	30,578	1,601	5.2
– in offices outside the United Kingdom	28,612	1,728	6.0	20,055	1,350	6.7	12,425	724	5.8
Customer accounts:
other time deposits – wholesale:
– in offices in the United Kingdom	54,459	1,140	2.1	60,574	2,362	3.9	52,147	2,482	4.8
– in offices outside the United Kingdom	20,595	988	4.8	31,300	2,094	6.7	24,298	1,661	6.8
Debt securities in issue:
– in offices in the United Kingdom	75,950	2,186	2.9	41,014	1,920	4.7	41,552	2,053	4.9
– in offices outside the United Kingdom	81,077	2,278	2.8	80,768	3,734	4.6	94,271	5,055	5.4
Dated and undated loan capital and other subordinated liabilities principally:
– in offices in the United Kingdom	26,379	1,889	7.2	22,912	1,435	6.3	12,972	763	5.9
Repurchase agreements and cash collateral on securities lent:
– in offices in the United Kingdom	169,824	1,300	0.8	203,967	8,445	4.1	169,272	7,616	4.5
– in offices outside the United Kingdom	215,714	849	0.4	177,883	2,800	1.6	118,050	5,051	4.3
Trading portfolio liabilities:
– in offices in the United Kingdom	55,704	2,193	3.9	56,675	2,657	4.7	47,971	2,277	4.7
– in offices outside the United Kingdom	36,812	999	2.7	62,239	2,087	3.4	29,838	1,435	4.8
Financial liabilities designated at fair value:
– in offices in the United Kingdom	32,573	1,223	3.8	32,311	1,062	3.3	16,337	1,068	6.5
– in offices outside the United Kingdom	18,484	229	1.2	14,237	577	4.1	9,190	241	2.6
Total average interest bearing liabilities	1,069,045	20,713	1.9	1,055,992	39,820	3.8	853,220	39,201	4.6
Interest free customer deposits:
– in offices in the United Kingdom	43,897			40,439			34,109
– in offices outside the United Kingdom	4,816			3,089			3,092
Other non-interest bearing liabilities	696,478			617,910			395,946
Non-controlling and other interests and shareholders’ equity	50,447			36,682			29,827
Total average liabilities, shareholders’ equity and interest expense	1,864,683	20,713	1.1	1,754,112	39,820	2.3	1,316,194	39,201	3.0
Percentage of total average interest bearing non-capital liabilities in offices outside the United Kingdom	43.5%			41.7%			39.2%

Note

a	Average balances are based upon daily averages for most UK banking operations and monthly averages elsewhere.

22 24

~~Barclays~~

~~Annual Report 2008~~

Financial review

Additional financial disclosure

continued

Changes in net interest income – volume and rate analysis

The following tables allocate changes in net interest income between changes in volume and changes in interest rates for the last two years. Volume and rate variances have been calculated on the movement in ~~the~~

the average balances and the change in the interest rates on average interest earning assets and average interest bearing liabilities. Where variances have arisen from changes in both volumes and interest rates, these have been allocated proportionately between the two.


	2008/2007 Change due to increase/ (decrease) in:						2007/2006 Change due to increase/ (decrease) in:						2006/2005 Change due to increase/ (decrease) in:					2009/2008 Change due to increase/ (decrease) in:						2008/2007 Change due to increase/ (decrease) in:						2007/2006 Change due to increase/ (decrease) in:
	Total change £m		Volume £m		Rate £m		Total change £m		Volume £m		Rate £m		Total change £m		Volume £m		Rate £m	Total change £m		Volume £m		Rate £m		Total change £m		Volume £m		Rate £m		Total change £m		Volume £m		Rate £m
Interest receivable
Loans and advances to banks:
– in offices in the UK	379		354		25		427		402		25		193		121		72	(970	)	104		(1,074	)	379		354		25		427		402		25
– in offices outside the UK	(360	)	117		(477	)	291		(1	)	292		85		46		39	(148	)	310		(458	)	(360	)	117		(477	)	291		(1	)	292
	19		471		(452	)	718		401		317		278		167		111	(1,118	)	414		(1,532	)	19		471		(452	)	718		401		317
Loans and advances to customers:
– in offices in the UK	687		2,525		(1,838	)	1,780		1,337		443		1,018		726		292	(4,309	)	814		(5,123	)	687		2,525		(1,838	)	1,780		1,337		443
– in offices outside the UK	2,475		2,214		261		1,802		728		1,074		1,956		1,695		261	(339	)	1,422		(1,761	)	2,475		2,214		261		1,802		728		1,074
	3,162		4,739		(1,577	)	3,582		2,065		1,517		2,974		2,421		553	(4,648	)	2,236		(6,884	)	3,162		4,739		(1,577	)	3,582		2,065		1,517
Lease receivables:
– in offices in the UK	(2	)	–		(2	)	(17	)	(26	)	9		(48	)	(70	)	22	(107	)	(27	)	(80	)	(2	)	–		(2	)	(17	)	(26	)	9
– in offices outside the UK	61		79		(18	)	96		(30	)	126		478		413		65	(20	)	92		(112	)	61		79		(18	)	96		(30	)	126
	59		79		(20	)	79		(56	)	135		430		343		87	(127	)	65		(192	)	59		79		(20	)	79		(56	)	135
Financial investments:
– in offices in the UK	(385	)	(102	)	(283	)	103		(165	)	268		181		(85	)	266	(129	)	426		(555	)	(385	)	(102	)	(283	)	103		(165	)	268
– in offices outside the UK	245		(163	)	408		(378	)	32		(410	)	363		202		161	(212	)	171		(383	)	245		(163	)	408		(378	)	32		(410	)
	(140	)	(265	)	125		(275	)	(133	)	(142	)	544		117		427	(341	)	597		(938	)	(140	)	(265	)	125		(275	)	(133	)	(142	)
Reverse repurchase agreements and cash collateral on securities borrowed:
– in offices in the UK	(876	)	(188	)	(688	)	3,508		1,865		1,643		1,519		324		1,195	(6,998	)	(1,564	)	(5,434	)	(876	)	(188	)	(688	)	3,508		1,865		1,643
– in offices outside the UK	(1,004	)	855		(1,859	)	414		430		(16	)	2,316		254		2,062	(3,785	)	532		(4,317	)	(1,004	)	855		(1,859	)	414		430		(16	)
	(1,880	)	667		(2,547	)	3,922		2,295		1,627		3,835		578		3,257	(10,783	)	(1,032	)	(9,751	)	(1,880	)	667		(2,547	)	3,922		2,295		1,627
Trading portfolio assets:
– in offices in the UK	(978	)	(616	)	(362	)	1,760		621		1,139		1,456		907		549	(1,686	)	(477	)	(1,209	)	(978	)	(616	)	(362	)	1,760		621		1,139
– in offices outside the UK	2,088		3,303		(1,215	)	881		(172	)	1,053		492		151		341	(2,349	)	(943	)	(1,406	)	2,088		3,303		(1,215	)	881		(172	)	1,053
	1,110		2,687		(1,577	)	2,641		449		2,192		1,948		1,058		890	(4,035	)	(1,420	)	(2,615	)	1,110		2,687		(1,577	)	2,641		449		2,192
Financial assets designated at fair value:
– in offices in the UK																		(503	)	(87	)	(416	)	476		53		423		479		534		(55	)
– in offices outside the UK																		(111	)	174		(285	)	(287	)	(146	)	(141	)	478		357		121
																		(614	)	87		(701	)	189		(93	)	282		957		891		66
Total interest receivable:
– in offices in the UK	(1,175	)	1,973		(3,148	)	7,561		4,034		3,527		4,319		1,923		2,396	(14,702	)	(811	)	(13,891	)	(699	)	2,026		(2,725	)	8,040		4,568		3,472
– in offices outside the UK	3,505		6,405		(2,900	)	3,106		987		2,119		5,690		2,761		2,929	(6,964	)	1,758		(8,722	)	3,218		6,259		(3,041	)	3,584		1,344		2,240
	2,330		8,378		(6,048	)	10,667		5,021		5,646		10,009		4,684		5,325	(21,666	)	947		(22,613	)	2,519		8,285		(5,766	)	11,624		5,912		5,712


				25

LOGO

~~Barclays~~

~~Annual Report 2008~~

~~Financial review~~

~~Additional financial disclosure~~

~~Average balance sheet~~

~~Changes in net interest income – volume and rate analysis~~

2008/2007 Change due
to increase/
(decrease) in:

2007/2006 Change due
to increase/
(decrease) in:

2006/2005 Change due
to increase/
(decrease) in:

      Total
change
£m Volume
£m
Rate
£m
Total
change
£m Volume
£m
Rate
£m
Total
change
£m Volume
£m
Rate
£m

Interest payable

Deposits by banks:

– in offices in the UK
   269 252 17 47 66 (19 ) 799 247 552
– in offices outside the UK
   (269 ) 181 (450 ) 88 190 (102 ) 432 52 380
   – 433 (433 ) 135 256 (121 ) 1,231 299 932
Customer accounts – demand deposits:

– in offices in the UK
   52 (155 ) 207 178 105 73 170 68 102
– in offices outside the UK
   168 34 134 150 95 55 166 80 86
   220 (121 ) 341 328 200 128 336 148 188
Customer accounts – savings deposits:

– in offices in the UK
   95 527 (432 ) 357 (81 ) 438 121 152 (31 )
– in offices outside the UK
   285 77 208 54 45 9 35 28 7
   380 604 (224 ) 411 (36 ) 447 156 180 (24 )
Customer accounts – other time deposits – retail:

– in offices in the UK
   (78 ) 86 (164 ) 53 (204 ) 257 78 41 37
– in offices outside the UK
   626 500 126 242 200 42 222 125 97
   548 586 (38 ) 295 (4 ) 299 300 166 134
Customer accounts – other time deposits – wholesale:

– in offices in the UK
   (120 ) 367 (487 ) 688 263 425 603 129 474
– in offices outside the UK
   433 469 (36 ) 470 45 425 601 550 51
   313 836 (523 ) 1,158 308 850 1,204 679 525
Debt securities in issue:

– in offices in the UK
   (133 ) (26 ) (107 ) 203 (240 ) 443 219 22 197
– in offices outside the UK
   (1,321 ) (673 ) (648 ) 1,369 1,063 306 1,991 850 1,141
   (1,454 ) (699 ) (755 ) 1,572 823 749 2,210 872 1,338
Dated and undated loan capital and other subordinated liabilities principally in offices in the UK
   672 620 52 (14 ) (41 ) 27 172 135 37
Repurchase agreements and cash collateral on securities lent:

– in offices in the UK
   829 1,471 (642 ) 2,536 1,090 1,446 1,446 329 1,117
– in offices outside the UK
   (2,251 ) 1,840 (4,091 ) 740 1,402 (662 ) 1,932 200 1,732
   (1,422 ) 3,311 (4,733 ) 3,276 2,492 784 3,378 529 2,849
Trading portfolio liabilities:

– in offices in the UK
   380 408 (28 ) 263 (80 ) 343 277 222 55
– in offices outside the UK
   652 1,189 (537 ) 83 (366 ) 449 156 85 71
   1,032 1,597 (565 ) 346 (446 ) 792 433 307 126
Total interest payable:

– in offices in the UK
   1,966 3,550 (1,584 ) 4,311 878 3,433 3,885 1,345 2,540
– in offices outside the UK
   (1,677 ) 3,617 (5,294 ) 3,196 2,674 522 5,535 1,970 3,565
   289 7,167 (6,878 ) 7,507 3,552 3,955 9,420 3,315 6,105
Movement in net interest income
Increase/(decrease) in interest receivable
   2,330 8,378 (6,048 ) 10,667 5,021 5,646 10,009 4,684 5,325
(Increase)/decrease in interest payable
   (289 ) (7,167 ) 6,878 (7,507 ) (3,552 ) (3,955 ) (9,420 ) (3,315 ) (6,105 )
   2,041 1,211 830 3,160 1,469 1,691 589 1,369 (780 )

~~Barclays~~

~~Annual Report 2008~~

~~Financial review~~

~~Additional financial disclosure~~

~~Off-balance sheet arrangements~~

In the ordinary course of business and primarily to facilitate client transactions, the Group enters into transactions which may involve the use of off-balance sheet arrangements and special purpose entities (SPEs). These arrangements include the provision of guarantees, loan commitments, retained interests in assets which have been transferred to an unconsolidated SPE or obligations arising from the Group’s involvements with such SPEs.

~~Guarantees~~

The Group issues guarantees on behalf of its customers. In the majority of cases, the Group will hold collateral against the exposure, have a right of recourse to the customer or both. In addition, the Group issues guarantees on its own behalf. The main types of guarantees provided are: financial guarantees given to banks and financial institutions on behalf of customers to secure loans; overdrafts; and other banking facilities, including stock borrowing indemnities and standby letters of credit. Other guarantees provided include performance guarantees, advance payment guarantees, tender guarantees, guarantees to Her Majesty’s Revenue and Customs and retention guarantees. The nominal principal amount of contingent liabilities with off-balance sheet risk is set out in Note 34 and in the table on page 33.

~~Loan commitments~~

The Group enters into commitments to lend to its customers subject to certain conditions. Such loan commitments are made either for a fixed period or are cancellable by the Group subject to notice conditions. Information on loan commitments and similar facilities is set out in Note 34 and in the table on page 33.

~~Special purpose entities~~

~~Transactions entered into by the Group may involve the use of SPEs.~~

~~SPEs are entities that are created to accomplish a narrow and well defined objective. There are often specific restrictions or limits around their on-going activities.~~

~~Transactions with SPEs take a number of forms, including:~~

–

~~The provision of financing to fund asset purchases, or commitments to provide finance for future purchases.~~

–

~~Derivative transactions to provide investors in the SPE with a specified exposure.~~

–

~~The provision of liquidity or backstop facilities which may be drawn upon if the SPE experiences future funding difficulties.~~

–

~~Direct investment in the notes issued by SPEs.~~

Depending on the nature of the Group’s resulting exposure, it may consolidate the SPE on to the Group’s balance sheet. The consolidation of SPEs is considered at inception, based on the arrangements in place and the assessed risk exposures at that time. In accordance with IFRS, SPEs are consolidated when the substance of the relationship between the Group and the entity indicates control. Potential indicators of control include, amongst others, an assessment of the Group’s exposure to the risks and benefits of the SPE. The initial consolidation analysis is revisited at a later date if:

~~(i)~~

~~the Group acquires additional interests in the entity;~~

~~(ii)~~

~~the contractual arrangements of the entity are amended such that the relative exposures to risks and rewards change; or if~~

~~(iii)~~

~~the Group acquires control over the main operating and financial decisions of the entity.~~

A number of the Group’s transactions have recourse only to the assets of unconsolidated SPEs. Typically, the majority of the exposure to these assets is borne by third parties and the Group’s risk is mitigated through over-collateralisation, unwind features and other protective measures. The Group’s involvement with unconsolidated third party conduits, collateralised debt obligations and structured investment vehicles is described further below.

~~Collateralised debt obligations (CDOs)~~

The Group has structured and underwritten CDOs. At inception, the Group’s exposure principally takes the form of a liquidity facility provided to support future funding difficulties or cash shortfalls in the vehicles. If required by the vehicle, the facility is drawn with the amount advanced included within loans and advances in the balance sheet. Upon an event of default or other triggering event, the Group may acquire control of a CDO and, therefore, be required to fully consolidate the vehicle for accounting purposes. The potential for transactions to hit default triggers before the end of 2009 has been assessed and is included in the determination of £1,763m impairment charges and other credit provisions in relation to ABS CDO Super Senior and other credit market exposures for the year ended 31st December 2008.

The Group’s exposure to ABS CDO Super Senior positions before hedging was £3,104m as at 31st December 2008. This represents the Group’s exposure to High Grade CDOs, stated net of write-downs and charges. These facilities are fully drawn and included within loans and advances on the balance sheet. The undrawn mezzanine facilities that were in place as at 31st December 2007 relate to CDOs that have been consolidated during the period.

~~Collateral~~

The collateral underlying unconsolidated CDOs comprised 78% residential mortgage backed securities, 3% non-residential asset backed securities and 19% in other categories (a proportion of which will be backed by residential mortgage collateral).

The remaining Weighted Average Life (WAL) of all collateral is 5.1 years. The combined Net Asset Value (NAV) for all of the CDOs was £2.2bn below the nominal amount, equivalent to an aggregate 41.3% decline in value on average for all investors.

~~Funding~~

The CDOs were funded with senior unrated notes and rated notes up to AAA. The capital structure senior to the AAA notes on cash CDOs was supported by a liquidity facility provided by the Group. The senior portion covered by liquidity facilities is on average 85% of the capital structure.

~~The initial WAL of the notes in issue averaged 6.7 years. The full contractual maturity is 38 years.~~

~~Interests in third party CDOs~~

The Group has purchased securities in and entered into derivative instruments with third party CDOs. These interests are held as trading assets or liabilities on the Group’s balance sheet and measured at fair value. The Group has not provided liquidity facilities or similar agreements to third party CDOs.

Changes in net interest income – volume and rate analysis

~~Barclays~~

~~Annual Report 2008~~

~~Financial review~~

~~Additional financial disclosure~~

~~Off-balance sheet arrangements~~

~~Structured investment vehicles (SIVs)~~

~~The Group has not structured or managed SIVs. Group exposure to third party SIVs comprised:~~

–

~~£41m of senior liquidity facilities.~~

–

~~Derivative exposures included on the balance sheet at their net fair value of £273m.~~

–

~~Bonds issued by the SIVs included within trading portfolio assets at their fair value of £11m.~~

~~SIV-Lites~~
2009/2008 Change due
to increase/
(decrease) in:



2008/2007 Change due
to increase/
(decrease) in:    2007/2006 Change due
to increase/
(decrease) in:


   Total
change
£m Volume
£m Rate
£m Total
change
£m Volume
£m Rate
£m Total
change
£m Volume
£m Rate
£m
Interest payable

Deposits by banks:

– in offices in the UK
(1,975 ) (146 ) (1,829 ) 269    252    17    47    66    (19 )
– in offices outside the UK
(661 ) (31 ) (630 ) (269 ) 181    (450 ) 88    190    (102 )
(2,636 ) (177 ) (2,459 ) –    433    (433 ) 135    256    (121 )
Customer accounts – demand deposits:

– in offices in the UK
(536 ) (111 ) (425 ) 52    (155 ) 207    178    105    73
– in offices outside the UK
304    327    (23 ) 168    34    134    150    95    55
(232 ) 216    (448 ) 220    (121 ) 341    328    200    128
Customer accounts – savings deposits:

– in offices in the UK
(1,755 ) 23    (1,778 ) 95    527    (432 ) 357    (81 ) 438
– in offices outside the UK
(87 ) 77    (164 ) 285    77    208    54    45    9
(1,842 ) 100    (1,942 ) 380    604    (224 ) 411    (36 ) 447
Customer accounts – other time deposits – retail:

– in offices in the UK
(876 ) (91 ) (785 ) (78 ) 86    (164 ) 53    (204 ) 257
– in offices outside the UK
378    529    (151 ) 626    500    126    242    200    42
(498 ) 438    (936 ) 548    586    (38 ) 295    (4 ) 299
Customer accounts – other time deposits – wholesale:

– in offices in the UK
(1,222 ) (219 ) (1,003 ) (120 ) 367    (487 ) 688    263    425
– in offices outside the UK
(1,106 ) (605 ) (501 ) 433    469    (36 ) 470    45    425
(2,328 ) (824 ) (1,504 ) 313    836    (523 ) 1,158    308    850
Debt securities in issue:

– in offices in the UK
266    1,202    (936 ) (133 ) (26 ) (107 ) 203    (240 ) 443
– in offices outside the UK
(1,456 ) 14    (1,470 ) (1,321 ) (673 ) (648 ) 1,369    1,063    306
(1,190 ) 1,216    (2,406 ) (1,454 ) (699 ) (755 ) 1,572    823    749
Dated and undated loan capital and other subordinated liabilities principally in offices in the UK
454    233    221    672    620    52    (14 ) (41 ) 27
Repurchase agreements and cash collateral on securities lent:

– in offices in the UK
(7,145 ) (1,217 ) (5,928 ) 829    1,471    (642 ) 2,536    1,090    1,446
– in offices outside the UK
(1,951 ) 497    (2,448 ) (2,251 ) 1,840    (4,091 ) 740    1,402    (662 )
(9,096 ) (720 ) (8,376 ) (1,422 ) 3,311    (4,733 ) 3,276    2,492    784
Trading portfolio liabilities:

– in offices in the UK
(464 ) (45 ) (419 ) 380    408    (28 ) 263    (80 ) 343
– in offices outside the UK
(1,088 ) (742 ) (346 ) 652    1,189    (537 ) 83    (366 ) 449
(1,552 ) (787 ) (765 ) 1,032    1,597    (565 ) 346    (446 ) 792
Financial liabilities designated at fair value:

– in offices in the UK
161    8    153    (6 ) 700    (706 ) 571    82    489
– in offices outside the UK
(348 ) 137    (485 ) 336    168    168    29    29    –
(187 ) 145    (332 ) 330    868    (538 ) 600    111    489
Total interest payable:

– in offices in the UK
(13,092 ) (363 ) (12,729 ) 1,960    4,250    (2,290 ) 4,882    960    3,922
– in offices outside the UK
(6,015 ) 203    (6,218 ) (1,341 ) 3785    (5,126 ) 3,225    2,703    522
(19,107 ) (160 ) (18,947 ) 619    8,035    (7,416 ) 8,107    3,663    4,444
Movement in net interest income

Increase/(decrease) in interest receivable
(21,666 ) 947    (22,613 ) 2,519    8,285    (5,766 ) 11,624    5,912    5,712
(Increase)/decrease in interest payable
19,107    160    18,947    (619 ) (8,035 ) 7,416    (8,107 ) (3,663 ) (4,444 )
(2,559 ) 1,107    (3,666 ) 1,900    250    1,650    3,517    2,249    1,268

The Group has exposure to two SIV-Lite transactions. The Group is not involved in their ongoing management. Exposures have increased by £531m relating to a SIV-Lite which had previously been hedged with Lehman Brothers. Following the Lehman Brothers bankruptcy this facility was reflected as a new exposure to the underlying assets. The other SIV-Lite of £107m represents drawn liquidity facilities supporting a CP programme.

~~During 2008 exposure to a third SIV-Lite through bond holdings was written down to zero.~~

~~Commercial paper and medium-term note conduits~~

The Group provided £22bn in undrawn backstop liquidity facilities to its own sponsored CP conduits. The Group fully consolidates these entities such that the underlying assets are reflected on the Group balance sheet.

These consolidated entities in turn provide facilities of £899m to third party conduits containing prime UK buy-to-let RMBS. As at 31st December 2008, the entire facility had been drawn and is included in available for sale financial investments.

The Group provided backstop facilities to support the paper issued by four third party conduits. These facilities totalled £866m, with underlying collateral comprising 100% auto loans. Drawings on these facilities were £25m as at 31st December 2008 and are included within loans and advances to customers.

The Group provided backstop facilities to six third party SPEs that fund themselves with medium-term notes. These notes are sold to investors as a series of 12 month securities and remarketed to investors annually. If investors decline to renew their holdings at a price below a pre-agreed spread, the backstop facility requires the Group to purchase the outstanding notes at scheduled maturity. The Group has provided facilities of £2.6bn to SPEs holding prime UK and Australian owner-occupied Residential Mortgage Back Securities (RMBS) assets. As at the balance sheet date these facilities had been drawn and were included in loans and advances.

~~Asset securitisations~~

The Group has assisted companies with the formation of asset securitisations, some of which are effected through the use of SPEs. These entities have minimal equity and rely on funding in the form of notes to purchase the assets for securitisation. As these SPEs are created for other companies, the Group does not usually control these entities and therefore does not consolidate them. The Group may provide financing in the form of senior notes or junior notes and may also provide derivatives to the SPE. These transactions are included on the balance sheet.

The Group has used SPEs to securitise part of its originated and purchased retail and commercial lending portfolios and credit card receivables. These SPEs are usually consolidated and de-recognition only occurs when the Group transfers its contractual right to receive cash flows from the financial assets, or retains the contractual rights to receive the cash flows, but assumes a contractual obligation to pay the cash flows to another party without material delay or reinvestment, and also transfers substantially all the risks and rewards of ownership, including credit risk, prepayment risk and interest rate risk. The carrying amount of securitised assets together with the associated liabilities are set out in Note 29.

~~Client intermediation~~

The Group also invests in lessor entities specifically to acquire assets for leasing. Client intermediation also includes arrangements to fund the purchase or construction of specific assets (most common in the property industry).

~~Fund management~~

The Group provides asset management services to a large number of investment entities on an arm’s length basis and at market terms and prices. The majority of these entities are investment funds that are owned by a large and diversified number of investors. These funds are not consolidated because the Group does not own either a significant portion of the equity or the risks and rewards inherent in the assets.

During 2008, Group operating expenses included charges of £263m related to selective support of liquidity products managed by Barclays Global Investors and not consolidated by the Group. The Group have not provided any additional selective support subsequent to 31st December 2008.

~~Barclays~~

~~Annual Report 2008~~

LOGO

~~Financial review~~

~~Additional financial disclosure~~

Critical accounting estimates

The Group’s accounting policies are set out on pages ~~193~~167 to ~~203.~~177. Certain of these policies, as well as estimates made by management, are considered to be important to an understanding of the Group’s financial condition since they require management to make difficult, complex or subjective judgements and estimates, some of which may relate to matters that are inherently uncertain. The following accounting policies include estimates which are particularly sensitive in terms of judgements and the extent to which estimates are used. Other accounting policies involve significant amounts of judgements and estimates, but the total amounts involved are not significant to the financial statements. Management has discussed the accounting policies and critical accounting estimates with the Board Audit Committee.

Fair value of financial instruments

Some of the Group’s financial instruments are carried at fair value through profit or loss, such as those held for trading, designated by management under the fair value option and non-cash flow hedging derivatives.

Other non-derivative financial assets may be designated as available for sale. Available for sale financial investments are initially recognised at fair value and are subsequently held at fair value. Gains and losses arising from changes in fair value of such assets are included as a separate component of equity. Financial instruments entered into as trading transactions, together with any associated hedging, are measured at fair value and the resultant profits and losses are included in net trading income, along with interest and dividends arising from long and short positions and funding costs relating to trading activities. Assets and liabilities resulting from gains and losses on financial instruments held for trading are reported gross in trading portfolio assets and liabilities or derivative financial instruments, reduced by the effects of netting agreements where there is an intention to settle net with counterparties.

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Where a valuation model is used to determine fair value, it makes maximum use of market inputs. The classification of these instruments is based on the lowest level input that is significant to the fair value measurement in its entirety.

Financial instruments with a fair value based on quoted market prices (Level 1) include valuations which are determined by unadjusted quoted prices for identical instruments in active markets where the quoted price is readily available, and the price represents actual and regularly occurring market transactions on an arm’s length basis.

Financial instruments with a fair value based on observable inputs (Level 2), other than quoted market prices as described for Level 1, but which are observable for the instrument, either directly or indirectly.

Financial instruments with a fair value based on significant unobservable inputs (Level 3), include valuations ~~determined by unadjusted quoted prices~~which incorporate significant inputs for the instrument that are not based on observable market data (unobservable inputs). Unobservable inputs are those not readily available in an active market ~~and~~due to market ~~standard pricing models that use observable inputs.~~

~~Financial instruments whose fair value is determined, at least in part, using unobservable~~illiquidity or complexity of the product. These inputs are ~~further categorised into Vanilla and Exotic products as follows:~~generally determined based on observable inputs of a similar nature, historic observations on the level of the input or analytical techniques.

–

~~Vanilla products are valued using simple models such as discounted cash flow or Black Scholes models however, some of the inputs are not observable.~~

–

Exotic products are over-the-counter products that are relatively bespoke, not commonly traded in the markets, and their valuation comes from sophisticated mathematical models where some of the inputs are not observable.

An analysis of financial instruments carried at fair value by valuation ~~technique, including~~hierarchy, particulars of the ~~extent of valuations based on unobservable inputs, together with~~valuation techniques used and a sensitivity analysis of valuations using unobservable inputs is included in Note 50. This note also includes a discussion of the more judgemental aspects of valuation in the period, including: credit valuation adjustments on monoline exposures, commercial real estate loans, and private equity investments.

Allowances for loan impairment and other credit risk provisions

Allowances for loan impairment represent management’s estimate of the losses incurred in the loan portfolios as at the balance sheet date. Changes to the allowances for loan impairment and changes to the provisions for undrawn contractually committed facilities and guarantees provided are reported in the consolidated income statement as part of the impairment charge. Provision is made for undrawn loan commitments and similar facilities if it is probable that the facility will be drawn and result in recognition of an asset at an amount less than the amount advanced.

Within the retail and small businesses portfolios, which comprise large numbers of small homogeneous assets with similar risk characteristics where credit scoring techniques are generally used, statistical techniques are used to calculate impairment allowances on a portfolio basis, based on historical recovery rates and assumed emergence periods. These statistical analyses use as primary inputs the extent to which accounts in the portfolio


				27

Financial review

Additional financial disclosure

continued

are in arrears and historical information on the eventual losses encountered from such delinquent portfolios. There are many such models in use, each tailored to a product, line of business or customer category. Judgement and knowledge is needed in selecting the statistical methods to use when the models are developed or revised. The impairment allowance reflected in the financial statements for these portfolios is therefore considered to be reasonable and supportable. The impairment charge reflected in the income statement for these portfolios is ~~£2,333m (2007: £1,605m)~~£3,917m (2008: £2,333m) and amounts to ~~51% (2007: 70%~~53% (2008: 47%) of the total impairment charge on loans and advances in ~~2008.~~2009.

For larger accounts, impairment allowances are calculated on an individual basis and all relevant considerations that have a bearing on the expected future cash flows are taken into account, for example, the business prospects for the customer, the realisable value of collateral, the Group’s position relative to other claimants, the reliability of customer information and the likely cost and duration of the work-out process. The level of the impairment allowance is the difference between the value of the discounted expected future cash flows (discounted at the loan’s original effective interest rate), and its carrying amount. Subjective

~~Barclays~~

~~Annual Report 2008~~

~~Financial review~~

~~Additional financial disclosure~~

~~Critical accounting estimates~~

judgements are made in the calculation of future cash flows. Furthermore, judgements change with time as new information becomes available or as work-out strategies evolve, resulting in frequent revisions to the impairment allowance as individual decisions are taken. Changes in these estimates would result in a change in the allowances and have a direct impact on the impairment charge. The impairment charge reflected in the financial statements in relation to larger accounts is ~~£2,251m (2007: £701m) or 49% (2007: 30%~~£3,441m (2008: £2,580m) and amounts to 47% (2008: 53%) of the total impairment charge on loans and ~~advances in 2007.~~advances. Further information on impairment allowances is set out in Note 477 on ~~pages 257 and 260.~~page 188.

Goodwill

Management have to consider at least annually whether the current carrying value of goodwill is impaired. The first step of the ~~impairment review~~ process requires the identification of independent cash generating units ~~by dividing~~and the ~~Group business into as many largely independent income streams as is reasonably practicable. The~~allocation of goodwill ~~is then allocated~~ to these ~~independent~~ units. ~~The first element of this~~This allocation is based on the areas of the business expected to benefit from the synergies derived from the acquisition. The ~~second element reflects the allocation of the net assets acquired and the difference between the consideration paid for those net assets and their fair value. This~~ allocation is reviewed following business reorganisation. The carrying value of the unit, including the allocated goodwill, is compared to its fair value to determine whether any impairment exists. If the fair value of a unit is less than its carrying value, goodwill will be impaired. Detailed calculations may need to be carried out taking into consideration changes in the market in

which a business operates (e.g. competitive activity, regulatory change). In the absence of readily available market price data this calculation is based

upon discounting expected pre-tax cash flows at a risk adjusted interest rate appropriate to the operating unit, the determination of both of which requires the exercise of judgement. The estimation of pre-tax cash flows is sensitive to the periods for which detailed forecasts are available and to assumptions regarding the long-term sustainable cash flows. While forecasts are compared with actual performance and external economic data, expected cash flows naturally reflect management’s view of future performance. The most significant amounts of goodwill relate to UK Retail Banking and GRCB – Absa, ~~and Barclays Global Investors,~~ where goodwill impairment testing performed in ~~2008~~2009 indicated that this goodwill was not impaired. ~~Goodwill impairment of £111m relating to FirstPlus and EquiFirst was recognised in 2008 (2007: nil).~~ An analysis of goodwill by cluster, together with key assumptions underlying the impairment testing, is included in Note 21 on page ~~208.~~199.

Intangible assets

Intangible assets that derive their value from contractual customer relationships or that can be separated and sold and have a finite useful life are amortised over their estimated useful life. Determining the estimated useful life of these finite life intangible assets requires an analysis of circumstances, and judgement by the ~~Bank’s~~Group’s management. At each balance sheet date, or more frequently when events or changes in circumstances dictate, intangible assets are assessed for indications of impairment. If indications are present, these assets are subject to an impairment review. The impairment review comprises a comparison of the carrying amount of the asset with its recoverable amount: the higher of the asset’s or the cash-generating unit’s net selling price and its value in use. Net selling price is calculated by reference to the amount at which the asset could be disposed of in a binding sale agreement in an arm’s length

~~Barclays~~

~~Annual Report 2008~~

transaction evidenced by an active market or recent transactions for similar assets. Value in use is calculated by discounting the expected future cash flows obtainable as a result of the asset’s continued use, including those resulting from its ultimate disposal, at a market-based discount rate on a pre-tax basis. The most significant amounts of intangible assets relate to the GRCB – Absa and Lehman Brothers North American businesses.

Retirement benefit obligations

The Group provides pension plans for employees in most parts of the world. Arrangements for staff retirement benefits vary from country to country and are made in accordance with local regulations and customs. For defined contribution schemes, the pension cost recognised in the profit and loss


28

LOGO

account represents the contributions payable to the scheme. For defined benefit schemes, actuarial valuation of each of the scheme’s obligations using the projected unit credit method and the fair valuation of each of the scheme’s assets are performed annually in accordance with the requirements of IAS 19.

The actuarial valuation is dependent upon a series of assumptions, the key ones being interest rates, mortality, investment returns and inflation. Mortality estimates are based on standard industry and national mortality tables, adjusted where appropriate to reflect the Group’s own experience. The returns on fixed interest investments are set to market yields at the valuation date (less an allowance for risk) to ensure consistency with the asset valuation. The returns on UK and overseas equities are based on the long-term outlook for global equities at the calculation date having regard to current market yields and dividend growth expectations. The inflation assumption reflects long-term expectations of both earnings and retail price inflation.

The difference between the fair value of the plan assets and the present value of the defined benefit obligation at the balance sheet date, adjusted for any historic unrecognised actuarial gains or losses and past service cost, is recognised as a liability in the balance sheet. An asset arising, for example, as a result of past over-funding or the performance of the plan investments, is recognised to the extent that it does not exceed the present value of future contribution holidays or refunds of contributions. To the extent that any unrecognised gains or losses at the start of the measurement year in relation to any individual defined benefit scheme exceed 10% of the greater of the fair value of the scheme assets and the defined benefit obligation for that scheme, a proportion of the excess is recognised in the income statement.

The Group’s IAS 19 pension deficit across all schemes as at 31st December ~~2008~~2009 was ~~£1,287m (2007: surplus of £393m)~~£3,946m (Note 30) (2008: £1,287m). There are net recognised liabilities of ~~£1,292m (2007: £1,501m)~~£698m (2008: £1,292m) and unrecognised actuarial ~~gains~~losses of £3,248m (Note 30) (2008: £5m ~~(2007: £1,894m)~~gains). The net recognised liabilities comprised retirement benefit liabilities of ~~£1,357m (2007: £1,537m)~~£769m (2008: £1,357m) and assets of ~~£65m (2007: £36m)~~£71m (2008: £65m).

The Group’s IAS 19 pension deficit in respect of the main UK scheme as at 31st December ~~2008~~2009 was ~~£858m (2007: surplus of £668m)~~£3,534m (2008: £858m). ~~Among the~~The most significant reasons for this change were the ~~large loss~~decrease in ~~value of the assets over the year, and to a lesser extent the strengthening of the allowance made for future improvement in mortality. Offsetting these were the increase in the~~ AA ~~long-term~~ corporate bond yields which resulted in a ~~higher~~lower discount rate of 5.61% (31st December 2008: 6.75% ~~(2007: 5.82%~~)~~, a decrease~~ and an increase in the long-term inflation assumption to 3.76% (31st December 2008: 3.16% ~~(2007: 3.45%~~). The impact of the change in assumptions was partially offset by a one-off curtailment credit resulting from the closure of the UK final salary pension schemes to existing

members, better than expected asset performance, and contributions ~~paid.~~ paid in excess of the pension expense.

Further information on retirement benefit obligations, including assumptions, is set out in Note 30 to the accounts on page ~~220.~~210.

Derecognition of financial assets

The Group derecognises a financial asset, or a portion of a financial asset, where the contractual rights to that asset have expired. Derecognition is also appropriate where the rights to further cash flows from the asset have been transferred to a third party and, with them, either:

(i) substantially all the risks and rewards of the asset; or

(ii) significant risks and rewards, along with the unconditional ability to sell or pledge the asset.

Where significant risks and rewards have been transferred, but the transferee does not have the unconditional ability to sell or pledge the asset, the Group continues to account for the asset to the extent of its continuing involvement (‘continuing involvement accounting’).

To assess the extent to which risks and rewards have been transferred, it is often necessary to perform a quantitative analysis. Such an analysis will compare the Group’s exposure to variability in asset cash flows before the transfer with its retained exposure after the transfer.

A cash flow analysis of this nature typically involves significant judgement. In particular, it is necessary to estimate the asset’s expected future cash flows as well as potential variability around this expectation. The method of estimating expected future cash flows depends on the nature of the asset, with market and market-implied data used to the greatest extent possible. The potential variability around this expectation is typically determined by stressing underlying parameters to create reasonable alternative upside and downside scenarios. Probabilities are then assigned to each scenario. Stressed parameters may include default rates, loss severity or prepayment rates.

Where neither derecognition nor continuing involvement accounting is appropriate, the Group continues to recognise the asset in its entirety and recognises any consideration received as a financial liability.

Taxation

The tax charge in the accounts for amounts due to fiscal authorities in the various territories in which the Group operates includes estimates based on judgement of the application of law and practice to quantify any liability arising after taking into account external advice where appropriate.

~~Barclays~~

~~Annual Report 2008~~

Financial review

~~Business Description~~Analysis of results by business

Barclays Overview

Listed in London and New York, Barclays is a major global and financial ~~services~~service provider engaged in retail and commercial banking, credit cards, investment banking, wealth management ~~and investment management services with an extensive international~~ presence in Europe, United States, Africa and Asia. With a strong long-term credit rating and over 300 years of history and expertise in ~~banking, Barclays operates in over 50 countries and employs 156,000 people.~~banking. Barclays moves, ~~lends~~lend and invests money for 48 million ~~customers~~customer and ~~clients~~client worldwide.

The following section analyses the Group’s performance by business.

For management ~~and~~ reporting purposes during 2009, Barclays iswas organised into the following business groupings:

Global Retail and Commercial Banking

–

UK Retail Banking

–

Barclays Commercial Bank

–

Barclaycard

–

GRCB ~~–Western~~– Western Europe

–

GRCB – Emerging Markets

–

GRCB – Absa

Investment Banking and Investment Management

–

Barclays Capital

–

Barclays Global Investors

–

~~BarclaysWealth~~

Barclays Wealth

Head Office Functions and Other Operations

UK Retail Banking

UK Retail Banking ~~one of the largest retail banks in the UK with over 1,700 branches,~~ comprises Personal Customers, Home Finance, Local Business, Consumer Lending and Barclays Financial Planning. This cluster of businesses aims to build broader and deeper relationships with its Personal and Local Business customers through providing a wide range of products and financial services. Personal Customers and Home Finance provide access to current account and savings products, Woolwich branded mortgages and general insurance.

Consumer Lending provides unsecured loan and protection products and Barclays Financial Planning provides investment advice and products. Local Business provides banking services, including money transmission, to small businesses.

Barclays Commercial Bank

Barclays Commercial Bank provides banking services to ~~over 81,000 business clients~~organisations with an annual turnover of more than £1m. Customers are served via a network of relationship and industry sector specialists, which provides solutions constructed from a comprehensive suite of banking products, support, expertise and services, including specialist asset financing and leasing facilities. Customers are also offered access to the products and expertise of other businesses in the Group, particularly Barclays Capital, Barclaycard and Barclays Wealth.

Barclaycard

Barclaycard is a multi-brand credit card and consumer lending business which also processes card payments for retailers and merchants and issues credit and charge cards to corporate customers and the UK Government. ~~With 23 million customers in the UK, Europe and the United States, it~~It is one of Europe’s leading credit card businesses and has an increasing presence in the United States and South Africa.

In the UK, Barclaycard comprises Barclaycard UK Cards, Barclaycard Partnerships, Barclays Partner Finance and FirstPlus.

Outside the UK, Barclaycard provides credit cards in the United States, Germany, South Africa (through management of the Absa credit card portfolio) and in the Scandinavian region, where Barclaycard operates through Entercard, a joint venture with Swedbank.

Barclaycard works closely with other parts of the Group, including UK Retail Banking, Barclays Commercial Bank and GRCB ~~–Western~~– Western Europe and GRCB – Emerging Markets, to leverage their distribution capabilities.

Global Retail and Commercial Banking ~~–Western~~– Western Europe

GRCB ~~–Western~~– Western Europe encompasses Barclays Global Retail and Commercial Banking, as well as Barclaycard operations, in Spain, Italy, Portugal, France and ~~France.~~Russia. GRCB ~~–Western~~– Western Europe serves ~~two million retail, premier, card, SME and corporate~~ customers through a variety of distribution ~~channels from nearly 1,200 distribution points.~~channels. GRCB ~~–Western~~– Western Europe provides a variety of products including ~~Retail~~retail mortgages, current and deposit accounts, commercial lending, unsecured lending, credit cards, investments, and insurance serving the needs of Barclays retail, mass affluent, and corporate customers.

Global Retail and Commercial Banking – Emerging Markets

GRCB – Emerging Markets encompasses Barclays Global Retail and Commercial Banking, as well as Barclaycard operations, in 14 countries organised in six geographic areas: India and Indian Ocean (India, Mauritius and Seychelles); Middle East and North Africa (UAE and Egypt); East and West Africa (Ghana, Tanzania, Uganda and Kenya); Southern Africa (Botswana, Zambia and Zimbabwe); Russia; and Pakistan (from 23rd July 2008). GRCB – Emerging Markets serves ~~over four million customers through a variety of distribution channels, opening over 280 distribution points in 2008. GRCB – Emerging Markets provides a variety of traditional~~ retail and commercial ~~products including retail mortgages, current~~banking customers in Botswana, Egypt, Ghana, India, Kenya, Mauritius, Pakistan, Seychelles, Tanzania, Uganda, the UAE, Zambia, Indonesia and ~~deposit accounts, commercial lending, unsecured lending, credit cards, treasury~~Zimbabwe. Through a network of more than 683 distribution points and ~~investments. In addition to this, it provides specialist services such as Sharia-compliant~~1,023 ATMs, we provide 3.7 million customers and clients with a full range of products and ~~mobile banking.~~services. This includes current accounts, savings, investments, mortgages and secured and unsecured lending.

Global Retail and Commercial Banking – Absa

GRCB – Absa represents Barclays consolidation of Absa, excluding Absa Capital and Absa Card and Absa Wealth which is included as part of Barclays Capital, Barclaycard and ~~Barclaycard~~Barclays Wealth respectively. Absa Group Limited is a South African financial services organisation serving ~~over 10 million~~ personal, commercial and corporate customers predominantly in South ~~Africa, from over 1,100 distribution points.~~Africa. GRCB – Absa serves retail customers through a variety of distribution channels and offers a full range of banking services, including current and deposit accounts, mortgages, instalment finance, credit cards, bancassurance products and wealth management services. It also offers customised business solutions for commercial and large corporate customers.

Barclays Capital

Barclays Capital is the investment banking division of Barclays that provides large corporate, institutional and government clients with solutions to their financing and risk management needs.

Barclays Capital services a wide variety of client needs, covering strategic advisory and ~~Mergers and Acquisitions;~~M&A; equity and fixed income capital raising and corporate lending; and risk management across foreign exchange, interest rates, equities and commodities.

Activities are organised into three principal areas: Global Markets, which includes commodities, credit products, equities, foreign exchange, interest rate products; Investment Banking, which includes corporate advisory, Mergers and Acquisitions, equity and fixed-income capital raising and corporate lending; and Private Equity and Principal Investments. Barclays Capital includes Absa Capital, the investment banking business of Absa. Barclays Capital works closely with all other parts of the Group to leverage synergies from client relationships and product capabilities.

Barclays Global Investors

The majority of the BGI business, which was previously reported as a separate business segment, was sold on 1st December 2009 to BlackRock, Inc. and represents the Group’s discontinued operations. The continuing operations of BGI disclosed in the segmental analysis represent residual obligations under the cash support arrangements and associated liquidity support charges and, from 1st December 2009, include the Group’s 19.9% ongoing economic interest in BlackRock, Inc. This investment is accounted for as an ~~asset manager and a provider of~~available for sale equity investment, ~~management products and services,~~ with US$1.5 trillion assets under management. BGI offers structured investment strategies such as indexing, global asset allocation and risk controlled active products including hedge funds and provides related investment services such as securities lending, cash management and portfolio transition services. BGI collaborates with the other Barclays businesses, particularly Barclays Capital and Barclays Wealth, to develop and market products and leverage capabilities to better serve the client base.no dividends being received during 2009.

Barclays Wealth

Barclays Wealth ~~serves high net worth, affluent~~focuses on private and intermediary clients worldwide providing international and private banking, ~~asset~~fiduciary services, investment management, ~~stockbroking, offshore banking, wealth structuring~~ and ~~financial planning services and managed the closed life assurance activities of Barclays and Woolwich in the UK.~~ brokerage.

Barclays Wealth works closely with all other parts of the Group to leverage synergies from client relationships and product capabilities.

Head Office Functions and Other Operations

Head Office Functions and Other Operations comprises head office and central support functions, businesses in transition and inter-segment adjustments.

Head office and central support functions comprises the following areas: Executive Management, Finance, Treasury, Corporate Affairs, Human Resources, Strategy and Planning, Internal Audit, Legal, Corporate Secretariat, Property, Tax, Compliance and Risk. Costs incurred wholly on behalf of the businesses are recharged to them.

Businesses in transition principally relate to certain lending portfolios that are centrally managed with the objective of maximising recovery from the assets.

Business segment reorganisation

In November 2009 we regrouped our activities to form:

–

Global Retail Banking (GRB), comprising UK Retail Banking, Barclaycard and the former Western Europe and Emerging Markets businesses, led by Antony Jenkins.

–

Corporate and Investment Banking (CIB), comprising Barclays Capital and Barclays Commercial Bank (now called Barclays Corporate); Jerry del Missier and Rich Ricci and Co-Chief Executives of Corporate and Investment Banking.

GRB focuses on mass consumers, mass affluent consumers and small business customers. We have significantly changed the footprint here over the past three years, and we intend to push that forward, increasing, through time, the ratio of non-UK to UK business whilst strengthening our UK franchises. We will place particular emphasis on creating appropriate scale in the markets in which we have a presence. As we do that, our objectives will be four-fold: profit growth; an improved loan-to-deposit ratio; further international diversification through deepening existing presences; and the generation of net equity.

Barclays Corporate, as part of CIB, focuses on the high end of what we used to call Barclays Commercial, particularly financial institutions, public sector entries and corporate clients. We brought this business alongside Barclays Capital within CIB because we see significant synergy in sharing relationship management and sector expertise across the two. Realisation of the synergy is enabled by the increasing fungibility of client requirements between traditional corporate banking and investment banking product needs within our client base. This is a global opportunity with significant income growth potential for CIB in the years ahead. Our early work has only reinforced that strongly held belief.

In the area of wealth management, the competitive landscape in the global industry has gone through a sea change over the course of the last three years. That creates opportunity, and we intend to seize that by investing to change the scale of this business over the next five years.

For management reporting purposes these changes have taken effect from 1^st January 2010 and therefore have not been reflected in the analysis provided in this document.

~~Barclays~~

~~Annual Report 2008~~

~~Financial review~~ LOGO

~~Analysis of results by business~~

Business performance – Global Retail and Commercial Banking

UK Retail Banking profit before tax ~~grew 7%~~decreased 55% to ~~£1,369m.~~£612m as economic conditions remained challenging. Income ~~grew 4% to £4,482m,~~was down 11% reflecting ~~strong~~the impact of deposit margin compression net of hedges, partially offset by good growth in Home ~~Finance and minimal settlements on overdraft fees. Loans~~Finance. Total loans and advances ~~grew 15% driven by a market share of~~to customers increased £4.7bn to £99.1bn. Gross new mortgage lending was £14.2bn during 2009 and net new mortgage lending was £5.7bn. The average loan to value ratio of ~~36%~~the mortgage book remained conservative at 43%. Impairment charges increased 55% due to the deteriorating economic environment. Operating expenses ~~showed~~continued to be tightly controlled and decreased 3% reflecting a ~~modest increase of 2% reflecting active management~~one-off credit from the closure of the ~~cost base~~UK final salary pension scheme offset by a year on year increase in pension costs and the non-recurrence of gains from the sale of property.

Barclays Commercial Bank profit before tax decreased 41% to £749m. Income was broadly flat on 2008 with good growth in net fees and commissions offset by lower income from principal transactions. Net interest income was broadly flat as margin compression on the deposit book was offset by higher lending and deposit volumes. New term lending extended to UK customers during 2009 was £14bn. Operating expenses were tightly controlled and fell 3% driven by a one-off credit from the closure of the UK final salary pension scheme partially offset by an increase in pensions and share-based payment costs and the non-recurrence of gains from the sale of property. Impairment charges increased to £974m reflecting the impact of the weak business environment with rising default rates and falling asset values across all business segments.

Barclaycard profit before tax decreased 4% to £761m. Income growth of 26% reflected strong growth across the businesses driven by increased lending and improved margins. Average customer assets increased 19% to £28.1bn. Impairment charges increased 64% due to the deteriorating global economic environment, although the rate of growth in the second half of the year was lower than in the first half. Impairment grew across both the international and UK businesses. Cost growth of 5% was largely

driven by appreciation of the average value of the US Dollar and the Euro against Sterling and growth in the card portfolios including acquisitions made in 2008.

Global Retail and Commercial Banking – Western Europe profit before tax fell 48% to £130m. Results included Barclays Russia, which incurred a loss of £67m and reflected a gain of £157m on the sale of Barclays life insurance and pensions business in Iberia. Income grew in all countries, improving 18% as the expanded network continued to mature with customer deposits increasing £7.8bn to £23.4bn. Costs increased 16% reflecting the expansion of the Portuguese and Italian networks, the investment in Barclays Russia, restructuring charges of £24m and reduced gains from the sale of property. ~~The cost:income ratio improved one percentage point.~~ Impairment charges increased ~~8% reflecting strong growth~~£370m to £667m, largely driven by losses in ~~assets~~Spain in commercial property, construction and ~~a deteriorating economic environment.~~SME portfolios. However, delinquency trends improved throughout the second half of 2009 in both retail and commercial portfolios.

~~Barclays~~Global Retail and Commercial ~~Bank profit~~Banking – Emerging Markets loss before tax ~~decreased 7%~~of £254m compared to ~~£1,266m.~~a profit of £141m in 2008. Income increased 5% with significant growth ~~of 7% principally reflected increased sales of treasury products. Loans~~across Africa and ~~advances to customers increased 14% to £80.5bn. Costs increased 14% driven~~the UAE, partially offset by lower ~~gains on the sale of property, further investment~~

income in ~~new payments capability, and growth in the operating lease business.~~India. Impairment charges increased ~~42% as the deteriorating economic environment caused higher delinquency and lower recovery rates on corporate credit.~~

~~Barclaycard profit before tax increased 31%~~£306m to ~~£789m, including £260m from Barclaycard International. Income growth of 27% reflected strong growth~~£471m with significant increases in ~~Barclaycard International, the income related to Goldfish since acquisition, and gains relating to the Visa IPO~~India and the ~~sale of MasterCard shares. Costs increased 30%~~UAE, reflecting ~~continued international growth, increased marketing expenditure and~~ the impact of ~~Goldfish. Impairment charges increased 33% reflecting growth in charges in~~ the ~~international businesses and the acquisition of Goldfish, partly offset by lower impairment in the other UK businesses.~~

~~GRCB – Western Europe profit before tax grew 31% to £257m. Income grew 53%, driven by very strong growth in deposits, mortgages~~

~~and commercial lending~~economic recession across the ~~expanded franchise, as well as gains of £82m relating to the Visa IPO~~business with continued pressure on liquidity, rising default rates and the sale of MasterCard shares. Costs increased 38% reflecting the expansion of the network by 347 distribution points to 1,145 and continued strategic investment in the Premier and core retail businesses. Impairment charges increased £220m to £296m, largely driven by deteriorating trends in Spain which led to losses in property-related commercial banking exposures and credit cards.

GRCB – Emerging Markets profit before tax increased 34% to £134m. Income increased 91%, driven by retail expansion in India, entry into new markets in Russia and Pakistan and strong performances in Africa, as well as gains of £82m relating to the Visa IPO and sale of MasterCard shares.lower asset values. Operating expense growth of ~~82%~~24% reflected continued investment in ~~business~~Indonesia and Pakistan and investment in infrastructure ~~distribution~~across other markets.

Global Retail and ~~new markets. Distribution points increased 286 to 836. Impairment charges increased £127m to £166m reflecting asset growth, and increased wholesale impairment in Africa.~~

~~GRCB~~Commercial Banking – Absa profit before tax decreased 8% to ~~£552m.~~£506m. Income growth of ~~10%~~16% was driven by solid balance sheet growth, the appreciation in the average value of the Rand against Sterling and higher fees and ~~commissions, balance sheet growth as well as a gain relating to the Visa IPO.~~commissions. Operating expenses increased ~~3%, well below the~~at a lower rate of ~~inflation, reflecting investment in new distribution points,~~13% which ~~increased 176 to 1,177, offset by good cost control. This~~ led to ~~a four percentage point~~an improvement in the cost:income ratio to 58% (2008: 59%). Impairment charges rose ~~£201m~~£220m to ~~£347m, mainly due to prolonged high interest rates and inflation rates and increased customer indebtedness resulting in~~£567m as a result of higher delinquency levels in the retail ~~portfolios.~~portfolios reflecting high consumer indebtedness.

Analysis of results by business

~~For the year ended 31st December 2008~~

UK
Retail
Banking
£m

Barclays
Commercial
Bank
£m
Barclaycard
£m GRCB –
Western
Europe
£m GRCB –
Emerging
Markets
£m GRCB –
Absa
£m
Net interest income    2,996 1,757 1,786 856 616 1,104
Net fee and commission income    1,299 861 1,299 383 223 762
Principal transactions    – 22 82 165 169 111
Net premiums from insurance contracts    205 – 44 352 – 234
Other income    17 105 19 39 11 113
Total income    4,517 2,745 3,230 1,795 1,019 2,324
Net claims and benefits incurred on insurance contracts    (35 ) – (11 ) (365 ) – (126 )
Total income, net of insurance claims    4,482 2,745 3,219 1,430 1,019 2,198
Impairment charges and other credit provisions    (602 ) (414 ) (1,097 ) (296 ) (166 ) (347 )
Net income    3,880 2,331 2,122 1,134 853 1,851
Operating expenses    (2,519 ) (1,063 ) (1,422 ) (929 ) (719 ) (1,305 )
Share of post-tax results of associates and joint ventures    8 (2 ) (3 ) – – 5
Profit on disposal of subsidiaries    – – – – – 1
Gains on acquisitions    – – 92 52 – –
Profit before tax    1,369 1,266 789 257 134 552
As at 31st December 2008
Total assets    101,384 84,029 30,925 64,732 14,653 40,391
Total liabilities    104,640 64,997 3,004 37,250 10,517 20,720

~~Barclays~~

~~Annual Report 2008~~


	UK Retail Banking £m		Barclays Commercial Bank £m		Barclaycard £m		GRCB – Western Europe £m		GRCB – Emerging Markets £m		GRCB – Absa £m		Barclays Capital £m		Barclays Global Investors^a £m		Barclays Wealth £m		Head Office Functions and Other Operations £m
Net interest income	2,624		1,741		2,723		1,182		743		1,300		1,598		43		504		(507	)
Net fee and commission income	1,225		926		1,271		438		232		943		3,001		1,757		802		(418	)
Principal transactions	–		(26	)	22		123		68		123		7,021		98		20		(325	)
Net premiums from insurance contracts	198		–		44		544		–		294		5		–		–		92
Other income	6		112		2		8		2		60		–		5		7		1,186
Total income	4,053		2,753		4,062		2,295		1,045		2,720		11,625		1,903		1,333		28
Net claims and benefits incurred on insurance contracts	(68	)	–		(20	)	(572	)	–		(171	)	–		–		–		–
Total income, net of insurance claims	3,985		2,753		4,042		1,723		1,045		2,549		11,625		1,903		1,333		28
Impairment charges and other credit provisions	(936	)	(974	)	(1,798	)	(667	)	(471	)	(567	)	(2,591	)	–		(51	)	(16	)
Net income	3,049		1,779		2,244		1,056		574		1,982		9,034		1,903		1,282		12
Operating expenses	(2,440	)	(1,030	)	(1,494	)	(1,113	)	(852	)	(1,469	)	(6,592	)	(1,154	)	(1,138	)	(570	)
Share of post-tax results of associates and joint ventures	3		–		8		4		–		(4	)	22		–		–		1
Profit on disposal of subsidiaries, associates and joint ventures	–		–		3		157		24		(3	)	–		(1	)	1		7
Profit on disposal of discontinued operations	–		–		–		–		–		–		–		6,331		–		–
Gain on acquisitions	–		–		–		26		–		–		–		–		–		–
Profit before tax	612		749		761		130		(254	)	506		2,464		7,079		145		(550	)

As at 31st December 2009
Total assets	105,228		75,547		30,220		64,185		11,874		45,824		1,019,120		5,406		15,095		6,430
Total liabilities	102,934		68,108		5,543		48,049		9,836		25,769		951,192		416		41,648		66,848

Business performance – Investment Banking and Investment Management

Barclays Capital profit before tax ~~was £1,302m~~increased 89% to £2,464m as a result of very strong performances in ~~a very challenging market, down 44%,~~the UK, Europe and ~~included a gain on~~ the ~~acquisition of Lehman Brothers North American businesses of £2,262m. Net income of £2,808m was down 55% as the impact of market dislocation continued and included gross losses of £8,053m,~~US, partially offset by ~~related~~a charge of £1,820m relating to own credit (2008: £1,663m gain). Top-line income increased 81% to £17.9bn reflecting excellent results across the client franchise and ~~hedges~~a resilient fourth quarter with top-line income of ~~£1,433m~~£3.6bn. Fixed Income, Currency and ~~gains~~Commodities (FICC) was up £5.6bn to £13.0bn following the expansion of ~~£1,663m from~~ the ~~general widening~~business and increased client flows. Top-line income in Equities and Prime Services increased 147% and Investment Banking income more than doubled. Total credit market exposures were reduced by £14.1bn to £27.6bn. In addition £5.1bn of credit ~~spreads on structured notes issued by Barclays Capital. There~~market assets (and £2.4bn of other assets) were record performances in interest rate products, currency products, emerging markets, prime services and commodities. Equities, credit products, mortgages and asset backed securities and private equity were significantly impacted by market dislocation and recorded lower income than in 2007.sold to Protium Finance LP. Operating expenses ~~after absorbing Lehman Brothers North American businesses,~~ were ~~5% lower~~75% higher than 2008 given the substantial increase in ~~2007 due~~the overall scale of the business. The cost:income ratio improved to ~~lower performance related pay.~~57% (2008: 72%). Compensation expenses as a proportion of income reduced 38%, down from 44% in 2008. Total assets reduced 37% driven by initiatives to reduce derivative balances.

On 1st December 2009 Barclays completed the sale of Barclays Global Investors to BlackRock. Included in the consideration were 37.567 million new BlackRock shares giving Barclays an economic interest of 19.9% of the enlarged BlackRock group. The profit on disposal before tax ~~decreased 19%~~was £6,331m. Profit before tax, excluding the profit on disposal, increased 26% to ~~£595m. Income fell 4% to £1,844m due to lower incentive fees. Operating expenses increased 5%~~£748m (2008: £595m) following a recovery on liquidity support charges and ~~included charges~~an 18% appreciation in the average value of £263m (2007: £80m) related to selective support of liquidity products. Total assets under management were US$1,495bn, reflecting net new assets of US$99bn, negative market moves of US$553bn and adverse exchange rate movements of US$130bn.the US Dollar against Sterling.

Barclays Wealth profit before tax ~~grew 119%~~reduced 78% to ~~£671m, including~~£145m principally as a ~~£326m profit on disposal~~result of the ~~closed life business, which contributed profit before tax of £104m before disposal. Income growth of 3% to £1,324m reflected strong growth in customer deposits and lending, partially offset by the~~ impact of lower equity markets on fee income. Operating expenses decreased 4% reflecting strong cost control. Total client assets increased 10% (£12.6bn) to £145.1bn, with net new asset inflows and the acquisition of Lehman Brothers North American businesses offsetting the impact of negative market movements and the sale of the closed life business in 2008 and the cost of the integration of Barclays Wealth Americas during 2009. Income was in line with 2008. Excluding the impact of these transactions there was solid growth in income due to growth in the client franchise and the product offering. Operating expenses grew by 22%, reflecting the integration of the US business, partially offset by the disposal of the closed life business. Total client assets increased by 4% (£6bn) to £151bn.

Note

Analysis of results by business
For the year ended 31st December 2008


Barclays
Capital
£m

Barclays
Global
Investors
£m
Barclays
Wealth
£m
Net interest income    1,724 (38 ) 486
Net fee and commission income    1,429 1,917 720
Principal transactions    2,065 (43 ) (344 )
Net premiums from insurance contracts    – – 136
Other income    13 8 26
Total income    5,231 1,844 1,024
Net claims and benefits incurred on insurance contracts    – – 300
Total income, net of insurance claims    5,231 1,844 1,324
Impairment charges and other credit provisions    (2,423 ) – (44 )
Net income    2,808 1,844 1,280
Operating expenses    (3,774 ) (1,249 ) (935 )
Share of post-tax results of associates and joint ventures    6 – –
Profit on disposal of subsidiaries    – – 326
Gain on acquisition    2,262 – –
Profit before tax    1,302 595 671
As at 31st December 2008
Total assets    1,629,117 71,340 13,263
Total liabilities    1,603,093 68,372 45,846

a	Continuing and discontinued operations including profit on disposal. For a break-down of the continuing operations and discontinued operations in respect of BGI, including a reconciliation of the results of the continuing operations to the results of the total BGI result shown above, see page 46.

~~Barclays~~

~~Annual Report 2008~~

Financial review

Analysis of results by business

continued

Global Retail and Commercial Banking

UK Retail Banking

UK Retail Banking comprises Personal Customers, Home Finance, Local Business, Consumer Lending and Barclays Financial Planning. We have one of the largest branch networks in the UK with around 1,700 branches and an extensive network of cash machines.

What we do

We are transforming Barclays to be the best bank in the UK by designing innovative, simple and transparent propositions, streamlining operating platforms and further leveraging Barclays Group capabilities.

Our cluster of businesses aims to build broader and deeper relationships with customers. Personal Customers and Home Finance provide a wide range of products and services to retail customers, including current accounts, savings and investment products, mortgages branded Woolwich and general insurance. Barclays Financial Planning provides banking, investment products and advice to affluent customers.

Local Business provides banking services to small businesses. UK Retail Banking is also a gateway to more specialised services from other parts of Barclays such as Barclays Stockbrokers.

Our business serves ~~15.2~~15 million UK customers.

Performance

2009/08

In the continued challenging economic environment, UK Retail Banking profit before tax decreased 55% (£757m) to £612m (2008: £1,369m), impacted by low interest rates resulting in margin compression on the deposit book and increased impairment charges which together more than offset well controlled costs and an improved assets margin.

The number of Savings Accounts increased 10% to 13.2 million (31st December 2008: 12.0 million) and Mortgage Accounts increased 18,000 to 834,000 (31st December 2008: 816,000). Local Business customer numbers increased 26,000 to 686,000 (31st December 2008: 660,000) with gross new lending of £1,047m. Total loans and advances to customers increased £4.7bn to £99.1bn (31st December 2008: £94.4bn).

Income decreased 11% (£497m) to £3,985m (2008: £4,482m) reflecting the impact of margin compression, which more than offset good income growth in Home Finance.

LOGO

Net interest income decreased 12% (£372m) to £2,624m (2008: £2,996m) driven by margin compression of £755m on liabilities after taking into account gains on product hedges implemented to protect income on current accounts and managed rate deposits. This was partially offset by increases in asset driven net interest income. Total average customer deposit balances increased 4% to £89.0bn (2008: £85.9bn), reflecting good growth in Personal Customer Current Account balances.

Average mortgage balances grew 10%, reflecting strongly positive net lending. Mortgage balances were £87.9bn at the end of the period (31st December 2008: £82.3bn), a market share of 7% (2008: 7%). Gross advances reduced to £14.2bn (2008: £22.9bn) reflecting a continued conservative approach to lending, with redemptions of £8.5bn (2008: £10.4bn). Net new mortgage lending was £5.7bn (2008: £12.5bn). The average loan to value ratio of the mortgage book (including buy-to-let) on a current valuation basis was 43% (2008: 40%). The average loan to value ratio of new mortgage lending was 48% (2008: 47%).

Net fee and commission income decreased 6% (£74m) to £1,225m (2008: £1,299m) reflecting changing customer usage together with lower mortgage application and redemption fees. Overall sales productivity resulted in fee income growth in investments.

Total impairment charges represented 0.93% (2008: 0.63%) of total gross loans and advances to customers and banks. Impairment charges increased 55% (£334m) to £936m (2008: £602m), reflecting lower expectations for recoveries in line with the current economic environment. Impairment charges within Consumer Lending increased 56% to £573m (2008: £368m) with impairment charges increasing 75% to £183m (2008: £105m) in Personal Customer Current Accounts. Mortgage impairment charges remained low at £26m (2008: £24m).

Operating expenses remained well controlled and decreased 3% (£79m) to £2,440m (2008: £2,519m). This reflected the receipt of a one-off credit of £175m resulting from the closure of the UK final salary pension scheme to existing members, offset by a year on year increase in pension costs of £115m and the non-recurrence of gains of £75m from the sale of property.


32

LOGO

2008/07

UK Retail Banking profit before tax increased 7% (£94m) to £1,369m (2007: £1,275m) through solid income growth and continued good control of impairment and costs. The launch of new products and propositions supported a significant increase in customer accounts, with Current Accounts increasing 4% (0.4m) to 11.7m (2007: 11.3m), Savings

Accounts increasing 8% (0.9m) to 12.0m (2007: 11.1m) and Mortgage Accounts increasing 8% (62,000) to 816,000 (2007: 754,000).

Income grew 4% (£185m) to £4,482m (2007: £4,297m) reflecting strong growth in Home Finance and solid growth in Consumer Lending and Local Business, partially offset by reduced income from Personal Customer Savings Accounts due to the impact of the reductions in the UK base rates in the second half of 2008.

Net interest income increased 5% (£138m) to £2,996m (2007: £2,858m) driven by strong growth in loans and advances. Total average customer deposit balances increased 5% to £85.9bn (2007: £81.8bn), reflecting solid growth in Personal Customer and Local Business balances. The average liabilities margin declined to 2.01% (2007: 2.15%) reflecting the reductions in UK base rates in the second half of 2008.

Mortgage balances grew 18%, driven by increased share of new lending and higher levels of balance retention. Mortgage balances were £82.3bn at the end of the period (31st December 2007: £69.8bn), a market share

of 7% (2007: 6%). Gross advances were stable at £22.9bn, with redemptions of £10.4bn (2007: £15.0bn). Net new lending was £12.5bn (2007: £8.0bn), a market share^ba of 36% (2007: 8%). The average loan to value ratio of the mortgage book (including buy-to-let) on a current valuation basis was 40% (2007: 34%). The average loan to value ratio of new mortgage lending was 47% (2007: 49%).

Net fee and commission income increased 10% (£116m) to £1,299m (2007: £1,183m) reflecting £116m settlements on overdraft fees in 2007. Excluding this, net fees and commissions were stable.

Impairment charges increased 8% (£43m) to £602m (2007: £559m), reflecting growth in customer assets of 15% and the impact of the current economic environment. Mortgage impairment charges were £24m (2007: release of £3m). Impairment charges within Consumer Lending increased 3%.


~~Highlights~~


~~Performance indicators~~

Key facts


2008


2007


2006

Personal Customers

Number of UK current accounts^a
   11.7m    11.3m    11.5m
Number of UK savings accounts
   12.0m    11.1m    11.0m
Total UK mortgage balances
   £ 82.3bn    £ 69.8bn    £ 61.7bn
Local Business

Number of Local Business customers    660,000    643,000    630,000

~~Notes~~

a	~~Decrease in 2007 reflects the consolidation of Woolwich and Barclays current accounts.~~

b	~~Excludes Housing Associations.~~


		~~Barclays~~~~Annual Report 2008~~				33

Operating expenses increased 2% (£49m) to £2,519m (2007: £2,470m) reflecting reduced gains from the sale of property of £75m (2007: £193m). Continued strong and active management of expense lines, including back-office consolidation and process efficiencies, funded increased investment in product development and distribution channels.

The cost:income ratio improved one percentage point to 56% (2007: 57%).

~~2007/06~~

~~UK Retail Banking profit before tax increased 8% (£94m) to £1,275m (2006: £1,181m) due to reduced costs and a strong improvement in impairment.~~

Income grew 2% (£67m) before the impact of settlements on overdraft fees in relation to prior years (£116m). This was driven by very strong growth in Personal Customer retail savings and good growth in Personal Customer current accounts, Home Finance and Local Business. Including the impact of settlements on overdraft fees, income decreased £49m to £4,297m (2006: £4,346m).

Net interest income increased 3% (£93m) to £2,858m (2006: £2,765m). Growth was driven by a higher contribution from deposits, through a combination of good balance sheet growth and an increased liability margin. Total average customer deposit balances increased 7% to £81.9bn (2006: £76.5bn), supported by the launch of new products.

Mortgage volumes increased significantly, driven by an improved mix of longer term value products for customers, higher levels of retention and continuing improvements in processing capability. Mortgage balances were £69.8bn at the end of the period (2006: £61.7bn), an approximate market share of 6% (2006: 6%). Gross advances were 25% higher at £23.0bn (2006: £18.4bn). Net lending was £8.0bn (2006: £2.4bn), representing market share of 8% (2006: 2%). The average loan to value

ratio of the residential mortgage book on a current valuation basis was 33%. The average loan to value ratio of new residential mortgage lending in 2007 was 54%. Consumer Lending balances decreased 4% to £7.9bn (2006: £8.2bn), reflecting the impact of tighter lending criteria.

~~Overall asset margins decreased as a result of the increased proportion of mortgages and contraction in unsecured loans.~~

Net fee and commission income reduced 4% (£49m) to £1,183m (2006: £1,232m). There was strong Current Account income growth in Personal Customers and good growth within Local Business. This was more than offset by settlements on overdraft fees.

Net premiums from insurance underwriting activities reduced 26% (£90m) to £252m (2006: £342m), as there continued to be lower customer take-up of loan protection insurance. Net claims and benefits on insurance contracts increased to £43m (2006: £35m).

Impairment charges decreased 12% (£76m) to £559m (2006: £635m) reflecting lower charges in unsecured Consumer Lending and Local Business. This was driven by improvements in the collection process which led to reduced flows into delinquency, lower levels of arrears and stable charge-offs. Mortgage impairment charges remained negligible.

Operating expenses reduced 2% (£62m) to £2,470m (2006: £2,532m), reflecting strong and active management of all expense lines, targeted processing improvements and back-office consolidation. Gains from the sale of property were £193m (2006: £253m). Increased investment was focused on improving the overall customer experience through converting and improving the branch network; revitalising the product offering; increasing operational and process efficiency; and meeting regulatory requirements.

~~The cost:income ratio improved one percentage point to 57%. Excluding the impact of settlements on overdraft fees, the cost:income ratio improved two percentage points to 56%.~~


UK Retail Banking	2009 £m			2008 £m			2007 £m
Income statement information
Net interest income		2,624			2,996			2,858
Net fee and commission income		1,225			1,299			1,183
Net premiums from insurance contracts		198			205			252
Other income		6			17			47
Total income		4,053			4,517			4,340
Net claims and benefits on insurance contracts		(68	)		(35	)		(43	)
Total income net of insurance claims		3,985			4,482			4,297
Impairment charges		(936	)		(602	)		(559	)
Net income		3,049			3,880			3,738
Operating expenses excluding amortisation of intangible assets		(2,400	)		(2,499	)		(2,461	)
Amortisation of intangible assets		(40	)		(20	)		(9	)
Operating expenses		(2,440	)		(2,519	)		(2,470	)
Share of post-tax results of associates and joint ventures		3			8			7
Profit before tax		612			1,369			1,275
Balance sheet information
Loans and advances to customers	£	99.1bn		£	94.4bn		£	82.0bn
Customer accounts	£	92.5bn		£	89.6bn		£	87.1bn
Total assets	£	105.2bn		£	101.4bn		£	88.5bn
Risk weighted assets^b	£	32.2bn		£	30.5bn		£	31.5bn
Performance ratios
Cost:income ratio		61%			56%			57%
Cost:net income ratio		80%			65%			66%

~~UK Retail Banking~~Notes

2008
£m

2007
£m

2006
£m

Income statement information

Net interest income
   2,996    2,858    2,765
Net fee and commission income
   1,299    1,183    1,232
Net premiums from insurance contracts
   205    252    342
Other income
   17    47    42
Total income
   4,517    4,340    4,381
Net claims and benefits on insurance contracts
   (35 )    (43 )    (35 )
Total income net of insurance claims
   4,482    4,297    4,346
Impairment charges
   (602 )    (559 )    (635 )
Net income
   3,880    3,738    3,711
Operating expenses excluding amortisation of intangible assets
   (2,499 )    (2,461 )    (2,531 )
Amortisation of intangible assets
   (20 )    (9 )    (1 )
Operating expenses
   (2,519 )    (2,470 )    (2,532 )
Share of post-tax results of associates and joint ventures
   8    7    2
Profit before tax
   1,369    1,275    1,181
Balance sheet information

Loans and advances to customers
   £ 94.4bn    £ 82.0bn    £ 74.7bn
Customer accounts
   £ 89.6bn    £ 87.1bn    £ 82.3bn
Total assets
   £ 101.4bn    £ 88.5bn    £ 81.7bn
Performance ratios

Cost:income ratio
   56%    57%    58%
Other financial measures

Risk tendency
   £ 520m    £ 470m    £ 500m
Risk weighted assets^a
   £ 30.5bn    £ 31.5bn    £ 43.0bn

~~Note~~

a	Excludes Housing Associations.

b	Risk weighted assets for ~~2008~~2009 and ~~2007~~2008 are calculated under Basel II. ~~2006~~2007 is calculated under Basel I.

~~Barclays~~

~~Annual Report 2008~~

Financial review

Analysis of results by business

continued

Global Retail and Commercial Banking

Barclays Commercial Bank

Barclays Commercial Bank is one of the UK’s leading providers of banking solutions to business customers and clients with an annual turnover of more than £1m.

What we do

Barclays Commercial Bank provides banking services to ~~more than 81,000~~ customers ~~in the UK~~ via a network of relationship, regional, industry-sector and product ~~specialists.~~speacialists across the UK.

Working closely with our clients to understand their needs, we deliver financing, risk management, trade and cash management solutions constructed from a comprehensive suite of products, expertise and services. This includes specialist asset financing and leasing facilities.

Performance

2009/08

Barclays Commercial Bank profit before tax decreased 41% (£517m) to £749m (2008: £1,266m), primarily driven by significantly higher impairment charges. Income was flat, with strong performance from net fees and commissions offset by lower principal transactions.

~~Performance~~Income totalled £2,753m (2008: £2,745m). Net interest income fell 1% (£16m) to £1,741m (2008: £1,757m) with the benefit of increased average lending balances and higher deposit volumes offset by margin compression in the deposit book. Average lending grew 3% (£1.6bn) to £63.3bn (2008: £61.7bn) reflecting our continuing commitment to lend to viable businesses. Average customer deposits grew 3% (£1.4bn) to £49.0bn (2008: £47.6bn) benefiting from ongoing product initiatives.

Non-interest income comprised 37% of total income (2008: 36%). Net fees and commissions income increased 8% (£65m) to £926m (2008: £861m), driven by strong debt fees, trade guarantees and other fee income.

Principal transactions income decreased £48m to a loss of £26m (2008: gain of £22m) as a result of investment writedowns and fewer opportunities for equity realisation within the current market environment.

Other income grew 7% (£7m) to £112m (2008: £105m) reflecting increased income from the repurchase of securitised debt issued of £85m (2008: £24m), partially offset by lower rental income from operating leases of £21m (2008: £29m). 2008 income included a £39m gain from the restructuring of Barclays interest in a third party finance operation.

Impairment charges rose to £974m (2008: £414m), reflecting the impact of the economic recession across the business with continued pressure on corporate liquidity, rising default rates and lower asset values.

LOGO


34

LOGO

Impairment as a percentage of period end gross loans and advances to customers and banks increased to 1.58% (2008: 0.60%).

Operating expenses fell 3% to £1,030m (2008: £1,063m), reflecting tightly managed discretionary costs and a £100m one-off credit for the closure of the UK final salary pensions scheme partially offset by an incremental increase in pension costs of £69m and the non-recurrence of property credits.

The number of customers fell 6% primarily as a result of reductions in exposures to high risk sectors within Barclays Asset and Sales Finance.

2008/07

Barclays Commercial Bank profit before tax decreased 7% (£91m) to £1,266m (2007: £1,357m) reflecting a resilient performance in challenging market ~~conditions.~~conditions in 2008. The impact of growth in net fee and commission income and continued strong growth in customer lending was offset by increased impairment charges and higher operating expenses.

Income increased 7%(£181m)~~to£2,745m~~ to £2,745m (2007:~~£2,564m)~~ £2,564m).

Net interest income improved 1% (£10m) to £1,757m (2007: £1,747m). There was strong growth in average customer assets, particularly term loans, which increased 14% to £61.7bn (2007: £53.9bn) reflecting the continued commitment to lend to viable businesses. Average customer accounts grew 3% to £47.6bn (2007: £46.4bn).

Non-interest income increased to 36% of total income (2007: 32%) partly reflecting continued focus on cross sales and efficient balance sheet utilisation. Net fee and commission income increased 15% (£111m) to £861m (2007: £750m) due to increased income from foreign exchange, derivative sales and debt fee income.

Income from principal transactions fell to £22m (2007: £56m) due to lower equity realisations.

Other income of £105m (2007: £11m) included a £39m gain arising from the restructuring of Barclays interest in a third party finance operation. This gain was offset by a broadly similar tax charge. Other income also included £29m (2007: £7m) rental income from operating leases.


~~Highlights~~

Key facts

2008


2007


2006

Number of customers
   81,200    83,800    77,100
Number of colleagues
   9,800    9,200    8,100


		~~Barclays~~~~Annual Report 2008~~				35

Impairment charges increased 42% (£122m) to £414m (2007: £292m) primarily reflecting higher impairment losses in Larger Business, particularly in the final quarter of 2008 as the UK corporate credit environment deteriorated. Impairment as a percentage of period-end loans and advances to customers and banks increased to 0.60% (2007: 0.45%).

Operating expenses increased 14% (£134m) to £1,063m (2007: £929m) reflecting lower gains on the sale of property of £10m (2007: £40m), investment in a new payments capability (2008: £69m, 2007: £42m), growth in the operating lease business (2008: £31m, 2007: £7m) and investment in risk and operations infrastructure, sales force capability and product specialists.

~~2007/06~~

Barclays Commercial Bank profit before tax decreased £5m to £1,357m (2006: £1,362m) due to continued good income growth partially offset by lower gains from business disposals. Profit before business disposals increased 4% to £1,343m (2006: £1,286m).

Income increased 7% (£160m) to £2,564m (2006: £2,404m). Non-interest income increased to 32% of total income (2006: 29%), reflecting continuing focus on cross sales and efficient balance sheet utilisation. There was very strong growth in net fee and commission income, which increased 17% (£107m) to £750m (2006: £643m) due to very strong performance in lending fees. There was also good growth in transaction

~~related income, foreign exchange and derivatives transactions undertaken on behalf of clients.~~

Net interest income improved 2% (£37m) to £1,747m (2006: £1,710m). Average customer lendings increased 3% to £53.9bn (2006: £52.3bn). Average customer accounts grew 4% to £46.4bn (2006: £44.8bn).

~~Income from principal transactions primarily reflecting venture capital and other equity realisations increased 87% (£26m) to £56m (2006: £30m).~~

Impairment charges increased 15% (£39m) to £292m (2006: £253m), mainly due to a higher level of impairment losses in Larger Business as impairment trended towards risk tendency. There was a reduction in impairment levels in Medium Business due to a tightening of the lending criteria.

Operating expenses increased 7% (£61m) to £929m (2006: £868m). Operating expenses are net of gains of £39m (2006: £60m) on the sale of property. Growth in operating expenses was focused on continuing investment in operations, infrastructure, and new initiatives in product development and sales capability.

~~Barclays Commercial Bank~~
Barclays Commercial Bank    2009
£m 2008
£m 2007
£m
Income statement information

Net interest income
   1,741    1,757    1,747
Net fee and commission income
   926    861    750
Net trading income
   25    3    9
Net investment income
   (51 ) 19    47
Principal transactions
   (26 ) 22    56
Other income
   112    105    11
Total income
   2,753    2,745    2,564
Impairment charges and other credit provisions
   (974 ) (414 ) (292 )
Net income
   1,779    2,331    2,272
Operating expenses excluding amortisation of intangible assets
   (1,009 ) (1,048 ) (924 )
Amortisation of intangible assets
   (21 ) (15 ) (5 )
Operating expenses
   (1,030 ) (1,063 ) (929 )
Share of post-tax results of associates and joint ventures
   –    (2 ) –
Profit on disposal of subsidiaries, associates and joint ventures
   –    –    14
Profit before tax
   749    1,266    1,357
Balance sheet information

Loans and advances to customers
   £ 59.6bn    £ 67.5bn    £ 63.7bn
Loans and advances to customers including those designated at fair value
   £ 72.7bn    £ 80.5bn    £ 70.7bn
Customer accounts
   £ 62.7bn    £ 60.6bn    £ 60.8bn
Total assets
   £ 75.5bn    £ 84.0bn    £ 74.6bn
Risk weighted assets
   £ 60.3bn    £ 63.1bn    £ 57.0bn
Performance ratios

Cost: income ratio
   37%    39%    36%
Cost: net income ratio
   58%    46%    41%

2008
£m


2007
£m


2006
£m

Income statement information

Net interest income
   1,757    1,747    1,710
Net fee and commission income
   861    750    643
Net trading income
   3    9    2
Net investment income
   19    47    28
Principal transactions
   22    56    30
Other income
   105    11    21
Total income
   2,745    2,564    2,404
Impairment charges and other credit provisions
   (414 )    (292 )    (253 )
Net income
   2,331    2,272    2,151
Operating expenses excluding amortisation of intangible assets
   (1,048 )    (924 )    (867 )
Amortisation of intangible assets
   (15 )    (5 )    (1 )
Operating expenses
   (1,063 )    (929 )    (868 )
Share of post-tax results of associates and joint ventures
   (2 )    –    3
Profit on disposal of subsidiaries, associates and joint ventures
   –    14    76
Profit before tax
   1,266    1,357    1,362
Balance sheet information

Loans and advances to customers
   £ 67.5bn    £ 63.7bn    £ 56.6bn
Loans and advances to customers including those designated at fair value
   £ 80.5bn    £ 70.7bn    £ 62.1bn
Customer accounts
   £ 60.6bn    £ 60.8bn    £ 57.4bn
Total assets
   £ 84.0bn    £ 74.6bn    £ 66.2bn
Performance ratios

Cost:income ratio
   39%    36%    36%
Other financial measures

Risk Tendency
   £ 400m    £ 305m    £ 300m
Risk weighted assets^a
   £ 63.1bn    £ 57.0bn    £ 50.3bn

~~Note~~

a	~~Risk weighted assets for 2008 and 2007 are calculated under Basel II. 2006 is calculated under Basel I.~~

~~Barclays~~

~~Annual Report 2008~~

Financial review

Analysis of results by business

continued

Global Retail and Commercial Banking

Barclaycard

Barclaycard is a multi-brand international payment services provider for consumer and business customers including credit ~~card,~~cards and consumer ~~lending and payment processing business.~~lending. Our credit card was the first to be launched in the UK in 1966 and is now one of the leading credit card businesses in Europe, with a fast growing business in the United States and South Africa.

What we do

In the UK our ~~activities~~consumer payment services include ~~all~~ Barclaycard branded credit cards, ~~secured lending business and Barclays Partner Finance, our retail finance business. In addition to these activities, Barclaycard also operates~~ partnership cards with leading brands ~~such as SkyCard. We continue to lead the UK market~~ and ~~we strengthened our position in 2008 with the purchase of the Goldfish portfolio, adding more than 1m customers to our growing customer base.~~secured lending.

Barclaycard’s international presence continues to grow very strongly, with international consumer customers now ~~almost equalling~~exceeding the number in the UK. We currently operate in Germany, ~~South Africa and~~ the United States ~~where we are one of the fastest-growing credit card businesses.~~and South Africa. In Scandinavia, we operate through Entercard, a joint venture with Swedbank.

Our UK and international payment ~~processing business, Barclaycard Business, processes card payments~~businesses provide payment acceptance services for ~~89,000~~87,000 retailers and merchants, both for face to face transactions and over the internet and provides market-leading acceptance of contactless cards. The business also issues credit and charge cards to corporate customers and the UK ~~Government. It~~Government, and provides sales financing at retailers and auto dealers. Barclaycard is Europe’s number one issuer of Visa Commercial Cards with over ~~132,000~~145,000 public and private sector corporate customers.

Performance

2009/08

Barclaycard profit before tax decreased 4% (£28m) to £761m (2008: £789m). Strong income growth across the portfolio driven by increased lending, improved margins and foreign exchange gains, was offset by higher impairment charges, driven by the deterioration in the global economy.

International businesses’ profit before tax decreased 59% to £107m (2008: £261m) driven by the US business. Strong income growth driven by higher average extended credit balances was more than offset by impairment growth, especially in the US and South African businesses, and increased operating expenses. In the UK our businesses benefited from an improvement in margins and growth in average extended balances leading

to income increasing 18% to £2,494m (2008: £2,111m). Income growth was partially offset by the growth in impairment as worsening economic conditions impacted delinquencies.

Income increased 26% (£823m) to £4,042m (2008: £3,219m) reflecting strong growth across the portfolio, especially in the international businesses through higher extended credit balances, lower funding rates and the appreciation of the average values of the US Dollar and the Euro against Sterling.

Net interest income increased 52% (£937m) to £2,723m (2008: £1,786m) driven by strong growth in international average extended credit card balances, up 52% to £7.9bn (2008: £5.2bn), and lower funding rates as margins improved.

Net fee and commission income decreased 2% (£28m) to £1,271m (2008: £1,299m) through lower volumes in FirstPlus due to the decision taken to stop writing new business in 2008 and lower volumes in the UK card portfolios partially offset by growth in the international businesses.

Principal transactions of £22m (2008: £82m) included a £20m gain from the sale of MasterCard shares (2008: £16m). Investment income in 2008 included a £64m gain from the Visa IPO.

Other income in 2008 included an £18m gain on the sale of a portfolio in the US.

Impairment charges increased £701m (64%) to £1,798m (2008: £1,097m). The rate of growth in the second half of the year was lower than that in the first half. Impairment charges in the international businesses increased £444m, driven by higher delinquencies due to deteriorating economic conditions, growth in average receivables and the appreciation of the average values of the US Dollar and the Euro against Sterling. UK portfolio charges were higher as a result of rising delinquencies due to the economic deterioration, especially in the loan portfolios, and the inclusion of Goldfish in UK Cards.

Operating expenses increased 5% (£72m) to £1,494m (2008: £1,422m), due to the appreciation in the average value of the US Dollar and the Euro against Sterling and growth in the portfolios including the acquisitions made in the UK, US and South Africa in 2008.

The purchase of Goldfish resulted in a gain on acquisition of £92m in 2008.

LOGO

~~Performance~~Note

a	The number of customers at 31st December 2009 is, after a reduction of 1.5 million, due to the closure of dormant accounts.


36

LOGO

2008/07

Barclaycard profit before tax increased 31% (£186m) to £789m (2007: £603m), driven by strong international income growth and lower UK impairment charges. 2008 profit included £40m from the acquisition of, and contribution from, Goldfish, Discover’s UK credit card business, acquired on 31st March 2008. The scale of the UK and international businesses increased substantially with total customer numbers up 31% to 23.3m.

Income increased 27% (£689m) to £3,219m (2007: £2,530m), reflecting strong growth in Barclaycard International and £156m from the inclusion of Goldfish, partially offset by a decline in FirstPlus following its closure to new business.

Net interest income increased 30% (£412m) to £1,786m (2007: £1,374m), driven by 58% growth in international average extended credit card balances to £5.2bn.

Net fee and commission income increased 14% (£156m) to £1,299m (2007: £1,143m), driven by growth in Barclaycard International.

~~Investment income~~Income from principal transactions increased ~~£69m~~£71m to ~~£80m~~£82m (2007: £11m), reflecting a £64m gain from the Visa IPO and a £16m gain from the sale of shares in MasterCard.

Other income increased £44m to £19m (2007: £25m loss), reflecting a gain from a portfolio sale in the United States. 2007 results reflected a £27m loss on disposal of part of the Monument card portfolio.

Impairment charges increased 33% (£270m) to £1,097m (2007: ~~£827m)~~

£827m), reflecting £252m growth in charges in the international businesses and £68m from the inclusion of Goldfish. These factors were partially offset by £50m lower impairment in the other UK businesses with reduced flows into delinquency and lower levels of arrears.


~~Highlights~~



~~Performance indicators~~

Key facts


2008


2007


2006

Number of Barclaycard UK customers
   11.7m    10.1m    9.8m
UK credit cards – average outstanding balances    £ 9.9bn    £ 8.4bn    £ 9.4bn
UK credit cards – average extended credit balances    £ 8.0bn    £ 6.9bn    £ 8.0bn
Number of Barclaycard
International customers    11.6m    7.7m    6.0m
International – average outstanding balance    £ 6.5bn    £ 4.1bn    £ 3.1bn
International – average extended credit balances    £ 5.2bn    £ 3.3bn    £ 2.5bn
Secured lending – average outstanding balance    £ 4.7bn    £ 4.3bn    £ 3.4bn
Number of retailer relationships    89,000    93,000    93,000


		~~Barclays~~~~Annual Report 2008~~				37

Operating expenses increased 30% (£329m) to £1,422m (2007: £1,093m), reflecting continued international growth and increased marketing investment. Operating expenses reflected Goldfish expenses of £140m, including restructuring costs of £64m.

The acquisition of Goldfish resulted in a gain on acquisition of £92m.

Barclaycard International maintained its strong growth momentum, delivering a 71% (£108m) increase in profit before tax to £260m (2007: £152m). Barclaycard US profit before tax was US$249m which exceeded delivery of the financial plan of US$150m set out at the time of acquisition. Strong balance sheet growth in Barclaycard US included US$1.9bn of credit card receivables acquired from FIA Card Services in August 2008, furthering the existing partnership agreement with US Airways. The acquisition of a majority stake in Woolworths Financial Services in October 2008, added 1.6 million customers to the existing Absa credit card business in South Africa. The Entercard joint venture with Swedbank continued to build presence in Norway, Sweden and Denmark.

~~2007/06~~

Barclaycard profit before tax increased 16% (£81m) to £603m (2006: £522m), driven by strong international growth coupled with a significant improvement in UK impairment charges. Other income included a £27m loss on disposal of part of the Monument card portfolio. 2006 results reflected a property gain of £38m.

Income decreased 2% (£46m) to £2,530m (2006: £2,576m), reflecting strong growth in Barclaycard International, offset by a decline in UK Cards revenue resulting from a more cautious approach to lending in the UK and a £27m loss on disposal of part of the Monument card portfolio.

~~Net interest income increased 1% (£11m) to £1,374m (2006: £1,363m), due to strong organic growth in international average~~

extended credit card balances, up 32% to £3.3bn and average secured consumer lending balances up 26% to £4.3bn, partially offset by lower UK average extended credit card balances which fell 14% to £6.9bn.

Net fee and commission income fell 3% (£40m) to £1,143m (2006: £1,183m), with growth in Barclaycard International offset by our actions in response to the Office of Fair Trading’s findings on late and overlimit fees in the UK which were implemented in August 2006.

Impairment charges improved 21% (£226m) to £827m (2006: £1,053m), reflecting reduced flows into delinquency, lower levels of arrears and lower charge-offs in UK Cards. We made changes to our impairment methodologies to standardise our approach and in anticipation of Basel II. The net positive impact of these changes in methodology was offset by an increase in impairment charges in Barclaycard International and secured consumer lending.

Operating expenses increased 10% (£100m) to £1,093m (2006: £993m). Excluding a property gain of £38m in 2006, operating expenses increased 6% (£62m), reflecting continued investment in expanding our businesses in Europe and the United States. Costs in the UK businesses were broadly flat, with investment in new UK product innovations such as Barclaycard OnePulse being funded out of operating efficiencies.

Barclaycard International continued to gain momentum, delivering a profit before tax of £152m against a profit before tax of £8m in 2006. The Entercard joint venture continued to perform ahead of plan and entered the Danish market, extending its reach across the Scandinavian region. Barclaycard US was profitable, with very strong average balance growth and a number of new card partnerships, including Lufthansa Airlines and Princess Cruise Lines.

Barclaycard


2009
£m
2008
£m
2007
£m
Income statement information

Net interest income
   2,723    1,786    1,374
Net fee and commission income
   1,271    1,299    1,143
Net trading income
   (1 ) 2    –
Net investment income
   23    80    11
Principal transactions
   22    82    11
Net premiums from insurance contracts
   44    44    40
Other income
   2    19    (25 )
Total income
   4,062    3,230    2,543
Net claims and benefits incurred on insurance contracts
   (20 ) (11 ) (13 )
Total income net of insurance claims
   4,042    3,219    2,530
Impairment charges and other credit provisions
   (1,798 ) (1,097 ) (827 )
Net income
   2,244    2,122    1,703
Operating expenses excluding amortisation of intangible assets
   (1,412 ) (1,361 ) (1,057 )
Amortisation of intangible assets
   (82 ) (61 ) (36 )
Operating expenses
   (1,494 ) (1,422 ) (1,093 )
Profit on disposal of subsidiaries, associates and joint ventures
   8    (3 ) (7 )
Share of post-tax results of associates and joint ventures
   3    –    –
Gain on acquisition
   –    92    –
Profit before tax
   761    789    603
Balance sheet information

Loans and advances to customers
   £ 26.5bn    £ 27.4bn    £ 19.7bn
Total assets
   £ 30.2bn    £ 30.9bn    £ 22.1bn
Risk weighted assets
   £ 30.6bn    £ 27.3bn    £ 20.2bn
Performance ratios

Cost: income ratio
   37%    44%    43%
Cost: net income ratio
   67%    67%    64%

~~Barclaycard~~

   2008    2007    2006
   £m    £m    £m
Income statement information

Net interest income
   1,786    1,374    1,363
Net fee and commission income
   1,299    1,143    1,183
Net tracking income
   2    –    –
Net investment income
   80    11    20
Principal transactions
   82    11    20
Net premiums from insurance contracts
   44    40    18
Other income
   19    (25 )    –
Total income
   3,230    2,543    2,584
Net claims and benefits incurred on insurance contracts
   (11 )    (13 )    (8 )
Total income net of insurance claims
   3,219    2,530    2,576
Impairment charges and other credit provisions
   (1,097 )    (827 )    (1,053 )
Net income
   2,122    1,703    1,523
Operating expenses excluding amortisation of intangible assets
   (1,361 )    (1,057 )    (969 )
Amortisation of intangible assets
   (61 )    (36 )    (24 )
Operating expenses
   (1,422 )    (1,093 )    (993 )
Share of post-tax results of associates and joint ventures
   (3 )    (7 )    (8 )
Gain on acquisition
   92    –    –
Profit before tax
   789    603    522
Balance sheet information

Loans and advances to customers
   £ 27.4bn    £ 19.7bn    £ 18.1bn
Total assets
   £ 30.9bn    £ 22.1bn    £ 20.0bn
Performance ratios

Cost: income ratio
   44%    43%    39%
Other financial measures

Risk Tendency
   £ 1,475m    £ 955m    £ 1,090m
Risk weighted assets^a
   £ 27.3bn    £ 20.2bn    £ 16.9bn

~~Note~~

a	~~Risk weighted assets for 2008 and 2007 are calculated under Basel II. 2006 is calculated under Basel I.~~

~~Barclays~~

~~Annual Report 2008~~

Financial review

Analysis of results by business

continued

Global Retail and Commercial Banking

Western Europe

GRCB – Western Europe comprises our retail and commercial banking operations, as well as our Barclaycard businesses, in Spain, Portugal, France, Italy and ~~Italy.~~Russia.

What we do

GRCB – Western Europe serves ~~more than 2m~~approximately 2.8m retail and commercial banking customers in France, Italy, Portugal, Spain and ~~Spain~~Russia through a variety of distribution channels including ~~961~~1,128 branches, ~~184~~190 sales centres and ~~988~~1,481 ATMs.

GRCB – Western Europe provides a variety of products and services including retail mortgages, current and deposit accounts, commercial lending, unsecured lending, credit cards, investments and insurance products, serving the needs of Barclays retail, mass affluent and corporate customers.

Performance

2009/08

Global Retail and Commercial Banking – Western Europe profit before tax fell 48% (£120m) to £130m (2008: £250m) against the backdrop of a very challenging macroeconomic environment across all key markets, particularly Spain. The results included a gain of £157m on the sale of Barclays Vida y Pensiones Compañía de Seguros, Barclays Iberian life insurance and pensions business, a restructuring charge of £24m largely concentrated in Spain and an operating loss before tax of £67m (2008: loss before tax of £7m) related to Barclays Russia driven by increased impairment due to the economic environment and increased expenses incurred in positioning the business for future growth. Excluding Russia, all businesses traded profitably although Spain’s net profit fell significantly due to high impairment charges, particularly in the commercial property portfolio. Profit before tax was favourably

impacted by the 13% appreciation in the average value of the Euro against Sterling.

Income increased across all countries, improving 18% (£268m) to £1,723m (2008: £1,455m) driven by the appreciation of the Euro and the significant expansion in the distribution network in 2007 and 2008. The number of distribution points increased by 137 to 1,318 (31st December 2008: 1,181) reflecting further selected organic growth and development of the franchise.

Net interest income increased 35% (£307m) to £1,182m (2008: £875m). The increase was principally driven by strong growth in customer deposits of 50% to £23.4bn (2008: £15.6bn), an improvement in the customer assets margin and an increase in treasury interest income. This was partially offset by competitive pressures on liability margin compression.

Net fee and commission income increased 13% (£49m) to £438m (2008: £389m), generated from asset management and insurance product lines.

Principal transactions fell 20% (£31m) to £123m (2008: £154m), mainly due to the non-recurrence of the gains from both the Visa IPO (2008: £65m) and the sale of shares in MasterCard (2008: £17m), partially offset by profit on the sale of Government backed bonds.

Net premiums from insurance contracts increased £192m to £544m (2008: £352m) reflecting growth in the life assurance business. Net claims and benefits incurred increased correspondingly by £207m.

Impairment charges increased £370m to £667m (2008: £297m), principally due to higher impairment in Spain on the commercial property, construction and SME portfolios and, to a lesser extent, on the retail portfolio. The impairment charge for Spain increased 107% (£235m) to £455m (2008: £220m) of which £270m related to the corporate and SME portfolios.

Operating expenses increased 16% (£153m) to £1,113m (2008: £960m) due to the continued expansion of the Italian and Portuguese networks, investment in Barclays Russia, restructuring charges of £24m and reduced gains from the sale of property of £25m (2008: £55m). Underlying costs were tightly controlled.


38

LOGO

In September 2009, Barclays established a long-term life insurance joint venture in Spain, Portugal and Italy with CNP Assurances SA (CNP). As part of this transaction Barclays sold a 50 per cent stake in Barclays Vida y Pensiones Compañía de Seguros to CNP. The transaction gave rise to a gain of £157m. Barclays share of the results of the joint venture with CNP are reported within share of post-tax results of associates and joint ventures.

Barclays acquired the Citigroup cards business in Portugal in December 2009. This resulted in the acquisition of approximately 400,000 customers and loans and advances to customers of £550m. The transaction generated a gain on acquisition of £26m.

2008/07

GRCB – Western Europe profit before tax grew ~~31%~~28% (£~~61m)~~54m) to ~~£257m~~£250m (2007: £196m), despite challenging market conditions in Spain in 2008 and accelerated investment in the expansion of the franchise. Distribution points increased ~~347~~383 to ~~1,145~~1,181 (2007: 798), including 149 in Italy. Strong income growth including gains of £82m from the Visa IPO and the sale of shares in MasterCard was partially offset by increased impairment and higher operating costs. Profit before tax was favourably impacted by the 16% appreciation in the average value of the Euro against Sterling.

Income increased ~~53%~~55% (£~~493m)~~518m) to ~~£1,430m~~£1,455m (2007: £937m), reflecting growth in both net interest income and net fee and commission income.

Net interest income increased ~~62%~~66% (£~~329m)~~348m) to ~~£856m~~£875m (2007: £527m), driven by a ~~63%~~66% increase in customer liabilities to ~~£15.3bn~~£15.6bn (2007: £9.4bn) and a ~~53%~~54% increase in customer assets to ~~£53.5bn~~£53.9bn (2007: £35.0bn).

Net fee and commission income increased ~~19%~~21% (£~~61m)~~67m) to ~~£383m~~£389m (2007: £322m). Increased fees in retail and in the life insurance businesses were offset by lower market-related investment revenue.

Principal transactions grew ~~£59m~~£48m to ~~£165m~~£154m (2007: £106m) including

gains from the Visa IPO (£65m) and the sale of shares in MasterCard (£17m) which enabled GRCB – Western Europe to invest in the expansion of the business.

Impairment charges increased ~~£220m~~£221m to ~~£296m~~£297m (2007: £76m). This increase was principally due to higher charges in Spanish commercial property (£82m) and deterioration of the Spanish credit card portfolio (£66m) as a consequence of the rapid slowdown in the Spanish economy.

Operating expenses increased ~~38%~~43% (£~~256m)~~287m) to ~~£929m~~£960m (2007: £673m), reflecting the rapid expansion of the retail distribution network and the strengthening of the Premier segment. Operating expenses also included £55m (2007: £22m) gains from the sale of property.

Gain on acquisition of £52m (2007: £nil) arose from the purchase of the Italian residential mortgage business of Macquarie Bank Limited in November 2008.

~~2007/06~~

GRCB – Western Europe profit before tax increased 21% (£34m) to £196m (2006: £162m). The performance reflected strong income growth driven by an increase in distribution points of 145 to 798 (2006: 653).

~~Income increased 25% (£186m) to £937m (2006: £751m), reflecting strong growth in net fee and commission income and principal transactions.~~

Net interest income increased 21% (£91m) to £527m (2006: £436m), driven by a 38% increase in customer liabilities to £9.4bn (2006: £6.8bn) and a 30% increase in customer assets to £35.0bn (2006: £26.9bn).

~~Net fee and commission income increased 30% (£74m) to £322m (2006: £248m), driven by the expansion of the customer base.~~

~~Principal transactions grew 34% (£27m) to £106m (2006: £79m), reflecting gains on equity investments.~~

~~Impairment charges grew 100% (£38m) to £76m (2006: £38m), reflecting very strong balance sheet growth.~~

~~Operating expenses grew 22% (£123m) to £673m (2006: £550m), driven by the expansion of the distribution network. Operating expenses included property sales in Spain of £22m (2006: £55m).~~



~~Highlights~~



~~Performance indicators~~

Key facts
      2008    2007    2006
Number of distribution points
   1,145    798    653

~~Barclays~~

~~Annual Report 2008~~

GRCB – Western Europe


	2008 £m			2007 £m			2006 £m			2009 £m			2008^a £m			2007^a £m
Income statement information
Net interest income		856			527			436			1,182			875			527
Net fee and commission income		383			322			248			438			389			322
Net trading income		4			13			14			–			(7	)		13
Net investment income		161			93			65			123			161			93
Principal transactions		165			106			79			123			154			106
Net premiums from insurance contracts		352			145			110			544			352			145
Other income		39			7			16			8			50			7
Total income		1,795			1,107			889			2,295			1,820			1,107
Net claims and benefits incurred under insurance contracts		(365	)		(170	)		(138	)		(572	)		(365	)		(170	)
Total income net of insurance claims		1,430			937			751			1,723			1,455			937
Impairment charges		(296	)		(76	)		(38	)		(667	)		(297	)		(76	)
Net income		1,134			861			713			1,056			1,158			861
Operating expenses excluding amortisation of intangible assets		(915	)		(665	)		(542	)		(1,075	)		(941	)		(665	)
Amortisation of intangible assets		(14	)		(8	)		(8	)		(38	)		(19	)		(8	)
Operating expenses		(929	)		(673	)		(550	)		(1,113	)		(960	)		(673	)
Share of post-tax results of associates and joint ventures		–			–			(1	)		4			–			–
Profit on disposal of subsidiaries, associates and joint ventures		–			8			–			157			–			8
Gain on acquisition		52			–			–			26			52			–
Profit before tax		257			196			162			130			250			196
Balance sheet information
Loans and advances to customers	£	53.5bn		£	35.0bn		£	26.9bn		£	52.7bn		£	53.9bn		£	35.0bn
Customer accounts	£	15.3bn		£	9.4bn		£	6.8bn		£	23.4bn		£	15.6bn		£	9.4bn
Total assets	£	64.7bn		£	43.7bn		£	33.5bn		£	64.2bn		£	65.5bn		£	43.7bn
Risk weighted assets										£	32.4bn		£	37.0bn		£	25.0bn
Performance ratios
Cost: income ratio		65%			72%			73%			65%			66%			72%
Other financial measures
Risk Tendency	£	270m		£	135m		£	90m
Risk weighted assets^a	£	36.5bn		£	25.0bn		£	17.6bn
Cost: net income ratio											105%			83%			78%

Note

a	~~Risk weighted assets for 2008 and 2007 are calculated under Basel II. 2006 is calculated under Basel I.~~Figures have been restated to include Barclays Russia, which was transferred from GRCB – Emerging Markets to GRCB – Western Europe during 2009.

~~Barclays~~

~~Annual Report 2008~~

Financial review

Analysis of results by business

continued

Global Retail and Commercial Banking

Emerging Markets

GRCB – Emerging Markets comprises our retail and commercial banking operations, as well as our Barclaycard businesses, in 14 countries across Africa, the Middle East and South East Asia.

What we do

GRCB – Emerging Markets serves retail and commercial banking customers in Botswana, Egypt, Ghana, India, Kenya, Mauritius, Pakistan, ~~Russia,~~ Seychelles, Tanzania, Uganda, the UAE, Zambia, Indonesia and Zimbabwe.

Through a network of more than ~~830~~683 distribution points and ~~1,440~~1,023 ATMs, we provide ~~4.2m~~3.7m customers and clients with a full range of products and services. This includes current accounts, savings, investments, mortgages and secured and unsecured lending.

Performance

2009/08

Global Retail and Commercial Banking – Emerging Markets made a loss before tax of £254m in 2009 versus a profit before tax of £141m in 2008. Good income growth across Emerging Markets was offset by significantly increased impairment in India and UAE and continued investment across

~~Performance~~new and existing markets. Profit before tax in the established markets in Africa and the Indian Ocean decreased to £109m (2008: £182m) primarily due to the allocation of gains from the Visa IPO and sale of shares in MasterCard during 2008.

Income increased 5% to £1,045m (2008: £994m) driven by strong growth in UAE, Africa and the Indian Ocean, partially offset by lower income in India.

Net interest income increased 24% (£146m) to £743m (2008: £597m), driven by retail and commercial balance sheet growth with average customer assets up 19% to £8.3bn (2008: £7.0bn) and customer deposits up 11% to £8.2bn (2008: £7.4bn).

Net fee and commission income increased 7% (£15m) to £232m (2008:£217m) primarily driven by growth in retail fee income.

Principal transactions decreased £111m to £68m (2008: £179m). 2008 included a gain of £82m from the sale of shares in MasterCard and Visa. Excluding this gain, principal transactions decreased £29m driven by lower fees from foreign exchange income transactions.

Impairment charges increased to £471m (2008: £165m) including an increase of £255m across India and UAE due to the deterioration in the credit environment in 2009 reflecting the impact of the economic recession

LOGO


40

LOGO

across the business with continued pressure on liquidity, rising default rates and lower asset values.

Operating expenses increased 24% (£164m) to £852m (2008: £688m) reflecting continued investment in Indonesia and Pakistan and investment in infrastructure across other markets.

Profit on disposal of subsidiaries, associates and joint ventures of £24m represented the sale of a 7% stake in the GRCB – Emerging Markets Botswana business. The residual holding of Barclays in Barclays Bank of Botswana Limited following the sale is 68%.

2008/07

GRCB – Emerging Markets profit before tax increased ~~34%~~41% (£~~34m)~~41m) to ~~£134m~~£141m (2007: £100m). Very strong income growth, including £82m from the Visa IPO and the sale of shares in MasterCard, absorbed the increased investment across existing and new markets and higher impairment charges. The number of distribution points increased ~~286~~250 to ~~836~~800 (2007: 550). New market entries in 2008 comprised the ~~acquisition of Expobank in Russia, the~~ launch of a new business in Pakistan and the ~~announced~~ acquisition of Bank Akita in ~~Indonesia.~~Indonesia which was completed in 2009.

Income increased ~~91%~~86% (£~~486m)~~461m) to ~~£1,019m~~£994m (2007: £533m), reflecting growth in lending, deposit taking and fee-driven transactional revenues.

Net interest income increased ~~93%~~87% (£~~297m)~~278m) to ~~£616m~~£597m (2007: £319m), loans and advances to customers increased ~~98%~~90% to ~~£10.1bn~~£9.7bn (2007: £5.1bn). Customer accounts increased ~~55%~~50% to ~~£9.6bn~~£9.3bn (2007: £6.2bn).


~~Highlights~~


~~Performance indicators~~

Key facts

2008 2007 2006
Number of distribution points
836 550 214


		~~Barclays~~~~Annual Report 2008~~				41

Net fee and commission income increased ~~59%~~55% (£~~83m)~~77m) to ~~£223m~~£217m (2007: £140m), primarily driven by very strong growth in commercial banking and treasury fee income.

Principal transactions increased ~~£97m~~£107m to ~~£169m~~£179m (2007: £72m), reflecting higher foreign exchange income, a gain of ~~£68m~~£82m relating to the Visa IPO and ~~a gain of £14m from~~ the sale of shares in MasterCard.

Impairment charges increased ~~£127m~~£126m to ~~£166m~~£165m (2007: £39m), reflecting higher assets and delinquencies, particularly in India and increased wholesale impairment in Africa.

Operating expenses increased ~~82%~~74% (£~~324m)~~293m) to ~~£719m~~£688m (2007: £395m), reflecting continued investment in new markets and expansion of the business in existing markets, with investment in infrastructure and the roll-out of global platforms.

~~2007/06~~

GRCB – Emerging Markets profit before tax decreased 74% to £100m (2006: £384m). The performance in 2006 reflected the sale of First Carribean International Bank which resulted in a profit of £247m in December 2006. In addition, profits of £41m were generated by the First Carribean business up to date of sale. Excluding First Carribean, the performance reflected very strong income growth driven by a rapid growth

~~in distribution points to 550 (2006: 214), as well as the launch of new businesses in India and UAE.~~

~~Income increased 35% (£137m) to £533m (2006: £396m) driven by new business in India and UAE and excellent performances in Egypt, Kenya and Ghana.~~

Net interest income increased 30% (£73m) to £319m (2006: £246m). Total customer loans increased 89% (£2.4bn) to £5.1bn (2006: £2.7bn) with lending margins improving with changing product mix. Customer deposits increased 47% (£2.0bn) to £6.2bn (2006: £4.2bn), driven by growth across the markets.

~~Net fee and commission income declined marginally (£1m) to £140m (2006: £141m).~~

~~Principal transactions increased £68m to £72m (2006: £4m), reflecting gains on equity investments and higher foreign exchange income across markets.~~

~~Impairment charges rose 30% (£9m) to £39m (2006: £30m). The increase reflected very strong balance sheet growth in 2006 and 2007.~~

Operating expenses grew 46% (£125m) to £395m (2006: £270m), driven by the rapid expansion of the distribution network across all markets and investment in people and infrastructure to support future growth across the franchise.

GRCB – Emerging Markets


	2008 £m			2007 £m			2006 £m			2009 £m			2008^a £m			2007^a £m
Income statement information
Net interest income		616			319			246			743			597			319
Net fee and commission income		223			140			141			232			217			140
Net trading income		78			56			3			61			88			56
Net investment income		91			16			1			7			91			16
Principal transactions		169			72			4			68			179			72
Net premiums from insurance contracts		–			–			1
Other income		11			2			4			2			1			2
Total income		1,019			533			396			1,045			994			533
Impairment charges		(166	)		(39	)		(30	)		(471	)		(165	)		(39	)
Net income		853			494			366			574			829			494
Operating expenses excluding amortisation of intangible assets		(711	)		(391	)		(269	)		(846	)		(685	)		(391	)
Amortisation of intangible assets		(8	)		(4	)		(1	)		(6	)		(3	)		(4	)
Operating expenses		(719	)		(395	)		(270	)		(852	)		(688	)		(395	)
Share of post-tax results of associates and joint ventures		–			1			41			–			–			1
Profit on disposal of subsidiaries, associates and joint ventures		–			–			247			24			–			–
Profit before tax		134			100			384			(254	)		141			100
Balance sheet information
Loans and advances to customers	£	10.1bn		£	5.1bn		£	2.7bn		£	7.3bn		£	9.7bn		£	5.1bn
Customer accounts	£	9.6bn		£	6.2bn		£	4.2bn		£	8.5bn		£	9.3bn		£	6.2bn
Total assets	£	14.7bn		£	9.2bn		£	5.2bn		£	11.9bn		£	13.9bn		£	9.2bn
Risk weighted assets										£	12.4bn		£	14.6bn		£	10.5bn
Performance ratios
Cost: income ratio		71%			74%			68%			82%			69%			74%
Other financial measures
Risk Tendency	£	350m		£	140m		£	35m
Risk weighted assets^a	£	15.1bn		£	10.5bn		£	3.3bn
Cost: net income ratio											148%			83%			80%

Note

~~Note~~a

Figures have been restated to exclude Barclays Russia, which was transferred from GRCB – Emerging Markets to GRCB – Western Europe during 2009.

a	~~Risk weighted assets for 2008 and 2007 are calculated under Basel II. 2006 is calculated under Basel I.~~

~~Barclays~~

~~Annual Report 2008~~

Financial review

Analysis of results by business

continued

Global Retail and Commercial Banking

Absa

GRCB – Absa comprises three operating divisions: Retail Banking, Commercial Banking and a Bancassurance division. The Absa Group’s other businesses are Absa Capital, Absa Card and Absa ~~Card,~~Wealth, which are included in Barclays Capital, Barclaycard and ~~Barclaycard~~Barclays Wealth respectively.

What we do

GRCB – Absa forms part of Absa Group Limited, one of South Africa’s largest financial services groups, listed on the Johannesburg Stock Exchange Limited. GRCB – Absa offers a complete range of banking products and services, including current accounts, savings products, bancassurance, mortgages, instalment finance and wealth management. It also offers customised business solutions for commercial and large corporate customers.

Absa’s business is conducted primarily in South Africa. In addition to this, the Group has equity holdings in banks in Mozambique ~~Angola~~ and Tanzania.

Absa serves more than ~~10m~~11 million customers through a range of physical channels that include ~~1,177~~1,062 distribution points and ~~8,719~~8,560 ATMs, as well as electronic channels such as telephone and online banking.

Performance

~~2008/07~~2009/08

~~Global~~Profit before tax decreased 8% (£46m) to £506m (2008: £552m) owing to challenging market conditions. Modest Rand income growth and tight cost control were offset by increased impairment.

Income increased 16% (£351m) to £2,549m (2008: £2,198m) predominantly reflecting the impact of exchange rate movements.

Net interest income improved 18% (£196m) to £1,300m (2008: £1,104m) reflecting the appreciation in the average value of the Rand against Sterling and modest balance sheet growth. Average customer assets increased 17% to £32.5bn (2008: £27.7bn) driven by appreciation of the Rand against Sterling and modest growth in loans and advances. Retail and ~~Commercial Banking – Absa~~commercial mortgages remained relatively flat in 2009 while instalment finance showed a slight decline with the run-off outweighing new sales. Average customer deposits increased 29% to £17.4bn (2008: £13.5bn), primarily driven by the appreciation of the Rand and the increase in the number of customers. Retail and commercial deposits increased 3.9% and 4.6% respectively.

Net fee and commission increased 24% (£181m) to £943m (2008: £762m), reflecting pricing increases, volume growth and the impact of exchange rate movements.

Principal transactions increased £12m to £123m (2008: £111m) reflecting the impact of exchange rate movements and gains of £17m from the sale of shares in MasterCard, slightly offset by lower gains on economic hedges.

Net premiums from insurance contracts increased 26% (£60m) to £294m (2008: £234m) reflecting volume growth in short-term insurance contracts and the impact of exchange rate movements.

Other income decreased £53m to £60m (2008: £113m) reflecting the non-recurrence of the gain of £46m recorded on the Visa IPO in 2008.

Impairment charges increased £220m to £567m (2008: £347m) due to high delinquency levels in the retail portfolios as a result of continued consumer indebtedness, despite the decline in interest and inflation rates during the first half of the year. There was a slight improvement in impairment ratios in the second half of 2009.

Operating expenses increased 13% (£164m) to £1,469m (2008: £1,305m) reflecting the impact of exchange rate movements. Costs were tightly controlled in Rand.


42

LOGO

2008/07

GRCB – Absa profit before tax decreased 8% (£45m) to £552m (2007: £597m), owing to challenging market conditions and the 7% depreciation in the average value of the Rand against Sterling. Profit before tax included a gain of ~~£47m~~£46m relating to the Visa IPO. Very strong Rand income growth was partially offset by increased impairment and investment in the expansion of the franchise by 176 distribution points to 1,177 (2007: 1,001).

Total income increased 10% (£211m) to £2,324m (2007: £2,113m).

Net interest income improved 5% (£49m) to £1,104m (2007: £1,055m) reflecting strong balance sheet growth. Average customer assets increased 9% to £27.7bn (2007: £25.3bn), primarily driven by retail and commercial mortgages and commercial cheque accounts. Average customer liabilities increased 17% to £13.5bn (2007: £11.5bn), primarily driven by retail savings.

Net fee and commission income increased 11% (£78m) to £762m (2007: £684m), underpinned by retail transaction volume growth.

~~Highlights~~

~~Performance indicators~~

Key facts


      2008    2007    2006
Number of ATMs
   8,719    8,162    7,411
Number of corporate customers
   107,000    100,000    84,000


		~~Barclays~~~~Annual Report 2008~~				43

Principal transactions increased £41m to £111m (2007: £70m) reflecting gains on economic hedges relating to the commercial property finance and liquid asset portfolios.

Other income increased £36m to £113m (2007: £77m), reflecting a gain of ~~£47m~~£46m from the Visa IPO.

Impairment charges increased £201m to £347m (2007: £146m) as a result of rising delinquency levels in the retail portfolios, which have been impacted by rising interest and inflation rates and increasing consumer indebtedness.

Operating expenses increased 3% (£38m) to £1,305m (2007: £1,267m). The cost:income ratio improved from 63% to 59%.

~~2007/06~~

~~Global Retail and Commercial Banking – Absa~~

GRCB – Absa profit before tax decreased 2% (£12m) to £597m (2006: £609m) mainly owing to the weaker currency. The impact of the weaker currency was offset by very good performances from Retail Banking and Absa Corporate and Business Bank. Key factors impacting the results included: very strong asset and income growth; the diversification of earnings in favour of investment banking and commercial banking; an increased retail credit impairment charge, and the achievement of the Absa – Barclays synergy target 18 months ahead of schedule.

~~Income decreased 2% (£32m) to £1,999m (2006: £2,031m).~~

Net interest income increased by 7% (£72m) to £1,055m (2006: £983m), driven by growth in loans and advances and deposits at improved margins. Loans and advances to customers increased 27% from 31st December 2006 mainly driven by growth of 23% in mortgages.

Net fee and commission income decreased by 9% (£70m) to £684m (2006: £754m) mainly owing to the weaker currency. The increase in local currency reflects a growth of 3% underpinned by increased transaction volumes in Retail Banking and Absa Corporate and Business Bank.

~~Principal transactions decreased £36m to £70m (2006: £106m) reflecting losses on economic hedges relating to the commercial property finance and liquid asset portfolios.~~

~~Other income increased £23m to £77m (2006: £54m).~~

Impairment charges increased £34m to £146m (2006: £112m) from the cyclically low levels of recent years, Arrears in retail portfolios increased driven by interest rate increases in 2006 and 2007. Impairment charges as a percentage of loans and advances to customers was 0.49%, ahead of the 0.48% charge in 2006 but within long-term industry averages.

Operating expenses decreased 4% (£52m) to £1,267m (2006: £1,319m), resulting from the realisation of synergy benefits of R1,428m (£100m) thus achieving the synergy target of R1.4bn 18 months ahead of schedule. This was partially offset by the increased investment in new distribution outlets and staff in order to support continued growth in volumes and customers.

GRCB – Absa


      2008
£m       2007
£m       2006
£m
Income statement information

Net interest income
   1,104    1,055    983
Net fee and commission income
   762    684    754
Net trading income/(expense)
   6    –    (11 )
Net investment income
   105    70    117
Principal transactions
   111    70    106
Net premiums from insurance contracts
   234    227    240
Other income
   113    77    54
Total income
   2,324    2,113    2,137
Net claims and benefits incurred under insurance contracts
   (126 )    (114 )    (106 )
Total income net of insurance claims
   2,198    1,999    2,031
Impairment charges
   (347 )    (146 )    (112 )
Net income
   1,851    1,853    1,919
Operating expenses excluding amortisation of intangible assets
   (1,255 )    (1,212 )    (1,250 )
Amortisation of intangible assets
   (50 )    (55 )    (69 )
Operating expenses
   (1,305 )    (1,267 )    (1,319 )
Share of post-tax results of associates and joint ventures
   5    6    9
Profit on disposal of subsidiaries, associates and joint ventures
   1    5    –
Profit before tax
   552    597    609
Balance sheet information

Loans and advances to customers
   £ 32.7bn    £ 29.9bn    £ 23.5bn
Customer accounts
   £ 17.0bn    £ 13.0bn    £ 10.9bn
Total assets
   £ 40.4bn    £ 36.4bn    £ 29.6bn
Performance ratios

Cost:income ratio
   59%    63%    65%
Other financial measures

Risk Tendency
   £ 255m    £ 190m    £ 130m
Risk weighted assets^a
   £ 18.8bn    £ 17.8bn    £ 19.8bn

~~Note~~
GRCB – Absa
      2009
£m    2008
£m    2007
£m
Income statement information

Net interest income
   1,300    1,104    1,055
Net fee and commission income
   943    762    684
Net trading income/(expense)
   (5)    6    –
Net investment income
   128    105    70
Principal transactions
   123    111    70
Net premiums from insurance contracts
   294    234    227
Other income
   60    113    77
Total income
   2,720    2,324    2,113
Net claims and benefits incurred under insurance contracts
   (171)    (126)    (114)
Total income net of insurance claims
   2,549    2,198    1,999
Impairment charges
   (567)    (347)    (146)
Net income
   1,982    1,851    1,853
Operating expenses excluding amortisation of intangible assets
   (1,418)    (1,255)    (1,212)
Amortisation of intangible assets
   (51)    (50)    (55)
Operating expenses
   (1,469)    (1,305)    (1,267)
Share of post-tax results of associates and joint ventures
   (4)    5    6
Profit on disposal of subsidiaries, associates and joint ventures
   (3)    1    5
Profit before tax
   506    552    597
Balance sheet information

Loans and advances to customers
   £ 36.4bn    £ 32.7bn    £ 29.9bn
Customer accounts
   £ 19.7bn    £ 17.0bn    £ 13.0bn
Total assets
   £ 45.8bn    £ 40.4bn    £ 36.4bn
Risk weighted assets
   £ 21.4bn    £ 18.8bn    £ 17.8bn
Performance ratios

Cost:income ratio
   58%    59%    63%
Cost:net income ratio
   74%    71%    68%

a	~~Risk weighted assets for 2008 and 2007 are calculated under Basel II. 2006 is calculated under Basel I.~~

~~Barclays~~

~~Annual Report 2008~~

Financial review

Analysis of results by business

continued

Investment Banking and Investment Management

Barclays Capital

Barclays Capital is a leading global investment bank providing large corporate, government and institutional clients with a full spectrum of solutions to their strategic advisory, financing and risk management needs.

What we do

Barclays Capital is a global investment bank, which offers clients the full range of services covering strategic advisory and M&A; equity and fixed income capital raising and corporate lending; and risk management across foreign exchange, interest rates, equities and commodities.

Barclays Capital works closely with all other parts of the Group to leverage synergies from client relationships and product capabilities.

Performance

2009/08

Barclays Capital profit before tax increased 89% to £2,464m (2008: £1,302m). The substantial increase in income and profit reflected very strong performances in the UK and Europe, and a transformation in the scale and service offering in the US through the integration of the Lehman Brothers North American businesses acquired in September 2008. Profit before tax was struck after credit market writedowns of £6,086m (2008: £8,053m), including £4,417m credit market losses (2008: £6,290m) and £1,669m of impairment (2008: £1,763m). The loss on own credit was £1,820m (2008: £1,663m gain). For more information on credit market losses, see page 82 and for more information on own credit losses, see Note 24 to the financial statements.

Income of £11,625m was up 122% (2008: £5,231m), reflecting excellent growth across the client franchise. Top-line income^a increased 81% to £17,862m (2008: £9,858m). Top-line income in Fixed Income, Currency and Commodities increased 76% and drove the strong increase in trading income following the expansion of the business and the associated increase in client flows. Top-line income in Equities and Prime Services increased 147% driven by the acquisition of the Lehman Brothers North American businesses with particularly strong performances in cash equities and equity derivatives.

LOGO

Investment Banking, which comprises advisory businesses and equity and debt underwriting, more than doubled to £2,195m (2008: £1,053m) driven by origination and advisory activity. The cash equity business, along with Investment Banking, drove a significant rise in fee and commission income.

Losses in Principal Investments of £143m (2008: income of £299m) contributed to the overall net investment loss of £164m (2008: income of £559m).

Impairment charges of £2,591m (2008: £2,423m) included credit market impairment of £1,669m (2008: £1,763m) as discussed on page 81. Non credit market related impairment of £922m (2008: £660m) principally related to charges in the portfolio management, global loans and principal investment businesses. Impairment charges declined significantly in the second half of 2009.

Operating expenses increased 75% to £6,592m (2008: £3,774m), reflecting the inclusion of the acquired Lehman business. Compensation costs represented 38% of income, a reduction of 6 percentage points on the prior year.

2008/07

In an exceptionally challenging market environment in 2008, Barclays Capital profit before tax decreased 44% (£1,033m) to £1,302m (2007: £2,335m). Profit before tax included a gain on the acquisition of Lehman Brothers North American businesses of £2,262m. Absa Capital profit before tax grew 13% to £175m (2007: £155m).

Net income included gross losses of £8,053m (2007: £2,999m) due to continuing dislocation in the credit markets. These losses were partially offset by income and hedges of £1,433m (2007: £706m), and gains of £1,663m (2007: £658m) from the general widening of credit spreads on structured notes issued by Barclays Capital. The gross losses, comprised £6,290m (2007: £2,217m) against income and £1,763m (2007: £782m) in impairment charges. ~~Further detail is provided on page 94.~~

The integration of the Lehman Brothers North American businesses ~~is complete~~was completed in the fourth quarter of 2008 and the acquired businesses made a positive contribution in the period following completion, with

good results in equities, fixed income and advisory. There was a gain on acquisition of £2,262m. Not included in this gain is expenditure relating to integration of the acquired business.


Analysis of Total Income
	Year ended 31st December
	2009 £m		2008 £m		2007 £m
Fixed Income, Currency and Commodities	12,964		7,353		5,722
Equities and Prime Services	2,846		1,153		1,631
Investment Banking	2,195		1,053		921
Principal Investments	(143	)	299		404
Top-line income^a	17,862		9,858		8,678
Credit market losses in income	(4,417	)	(6,290	)	(2,217	)
Own credit	(1,820	)	1,663		658
Total Income	11,625		5,231		7,119

Note

Top-line income is a non-IFRS measure that represents income before own credit gains/losses and credit market write-downs. This measure has been presented as it provides for a consistent basis for comparing the business’ performance between financial periods. For a reconciliation of top-line income to total income for Barclays Capital, see the “Analysis of Total Income” table on this page.


44

LOGO

Income was down 27% at £5,231m (2007: £7,119m) driven by the impact of the market dislocation. There was very strong underlying growth in the US driven by fixed income, prime services and the acquired businesses. In other regions income fell driven by the challenging environment.

Net trading income decreased 60% (£2,233m) to £1,506m (2007: £3,739m) reflecting losses from the credit market dislocation and weaker performance in credit products and equities. This was partially offset by significant growth in interest rates, foreign exchange, emerging markets and prime services. Average DVaR at 95% increased by 64% to £53.4m driven by higher credit spread and interest rate risk.

Net investment income decreased 41% (£394m) to £559m reflecting the market conditions. Net interest income increased 46% (£545m) to £1,724m (2007: £1,179m), driven by strong results in global loans and money markets. Net fee and commission income from advisory and origination activities increased 16% (£194m) to £1,429m. The corporate lending portfolio, including leveraged finance, increased 46% to £76.6bn (31st December 2007: £52.3bn) driven by the decline in the value of Sterling relative to other currencies as well as draw downs on existing

loan facilities and the extension of new loans at current terms to financial and manufacturing institutions.

Impairment charges and other credit provisions of £2,423m (2007: £846m) included £1,763m (2007: £782m) due to the credit market dislocation. Other impairment charges of £660m (2007: £64m) principally related to private equity, prime services and the loan book.

Operating expenses fell 5% (£199m) to £3,774m (2007: £3,973m) due to lower performance related pay, partially offset by operating costs of the acquired businesses. The cost:income ratio increased to 72% (2007: 56%) and the compensation cost:income ratio increased to 44% (2007: 42%). Amortisation of intangible assets increased £38m to £92m (2007: £54m).

Total headcount increased 6,900 to 23,100 (31st December 2007: 16,200). Prior to the acquisition of Lehman Brothers North American businesses, headcount during 2008 was materially unchanged except for hiring associated with the annual global graduate programme. The acquisition initially added 10,000 to the headcount but there were reductions in the fourth quarter of 2008 as the US businesses were integrated.

~~Highlights~~

Key facts


League table rankings
   2008    2007    2006
Rankings:

Global All Bonds
   1    2    1
US Investment Grade
   3    10    7
US Government Securities Survey
   1    1    8
Foreign Exchange Survey
   3    5    4
US M&A
   4    –    –


		~~Barclays~~~~Annual Report 2008~~Barclays Capital				45


	2009 £m			2008 £m			2007 £m
Income statement information
Net interest income		1,598			1,724			1,179
Net fee and commission income		3,001			1,429			1,235
Net trading income		7,185			1,506			3,739
Net investment (loss)/income		(164	)		559			953
Principal transactions		7,021			2,065			4,692
Other income		5			13			13
Total income		11,625			5,231			7,119
Impairment charges and other credit provisions		(2,591	)		(2,423	)		(846	)
Net income		9,034			2,808			6,273
Operating expenses excluding amortisation of intangible assets		(6,406	)		(3,682	)		(3,919	)
Amortisation of intangible assets		(186	)		(92	)		(54	)
Operating expenses		(6,592	)		(3,774	)		(3,973	)
Share of post-tax results of associates and joint ventures		22			6			35
Gain on acquisition		–			2,262			–
Profit before tax		2,464			1,302			2,335
Balance sheet information
Loans and advances to banks and customers at amortised cost	£	162.6bn		£	206.8bn		£	135.6bn
Total assets	£	1,019.1bn		£	1,629.1bn		£	839.9bn
Risk weighted assets	£	181.1bn		£	227.4bn		£	178.2bn
Performance ratios
Cost: income ratio		57%			72%			56%
Cost: net income ratio		73%			134%			63%
Compensation:income ratio		38%			44%			42%
Average total income per employee (‘000)	£	515		£	281		£	465
Other financial measures
Average DVaR (95%)^a	£	77.0m		£	53.4m		£	32.5m

~~2007/06~~

Barclays Capital delivered profits ahead of the record results achieved in 2006 despite challenging trading conditions in the second half of the year. Profit before tax increased 5% (£119m) to £2,335m (2006: £2,216m). There was strong income growth across the Rates businesses and excellent results in Continental Europe, Asia and Africa demonstrating the breadth of the client franchise. Net income was slightly ahead at £6,273m (2006: £6,225m) and costs were tightly managed, declining slightly year on year. Absa Capital delivered very strong growth in profit before tax to £155m (2006: £71m).

The US sub-prime driven market dislocation affected performance in the second half of 2007. Exposures relating to US sub-prime were actively managed and declined over the period. Barclays Capital’s 2007 results reflected gross losses of £2,999m (2006: £nil) due to the dislocation of credit markets. These losses were partially offset by income and hedges of £706m (2006: £nil) and gains of £658m (2006: £nil) from the general widening of credit spreads on structured notes issued by Barclays Capital. The gross losses comprised £2,217m (2006: £nil) against income and £782m (2006: £nil) in impairment charges.

Income increased 14% (£852m) to £7,119m (2006: £6,267m) as a result of very strong growth in interest rate, currency, equity, commodity and emerging market asset classes. There was excellent income growth in continental Europe, Asia, and Africa. Average DVaR increased 13% to £42m (2006: £37.1m) in line with income.

Secondary income, comprising principal transactions (net trading income and net investment income), is mainly generated from providing client financing and risk management solutions. Secondary income increased 11% (£578m) to £5,871m (2006: £5,293m).

Net trading income increased 5% (£177m) to £3,739m (2006: £3,562m) with strong contributions from fixed income, commodities, equities, foreign exchange and prime services businesses. These were largely offset by net losses in the business affected by sub-prime

mortgage related write-downs. The general widening of credit spreads that occurred over the course of the second half of 2007 also reduced the carrying value of the £40.7bn of structured notes issued by Barclays Capital held at fair value on the balance sheet, resulting in gains of £658m (2006: £nil). Net investment income increased 66% (£380m) to £953m (2006: £573m) as a result of a number of private equity realisations, investment disposals in Asia and structured capital markets transactions. Net interest income increased 2% (£21m) to £1,179m (2006: £1,158m), driven by higher contributions from money markets. The corporate lending portfolio increased 29% to £52.3bn (2006: £40.6bn), largely due to an increase in drawn leveraged finance positions and a rise in drawn corporate loan balances.

~~Primary income, which comprises net fee and commission income from advisory and origination activities, grew 30% (£283m) to £1,235m (2006: £952m), with good contributions from bonds and loans.~~

Impairment charges and other credit provisions of £846m included £722m against ABS CDO Super Senior exposures, £60m from other credit market exposures and £58m relating to drawn leveraged finance underwriting positions. Other impairment charges on loans and advances amounted to a release of £7m (2006: £44m release) before impairment charges on available for sale assets of £13m (2006: £86m).

Operating expenses decreased 1% (£36m) to £3,973m (2006: £4,009m). Performance related pay, discretionary investment spend and short term contractor resources represented 42% (2006: 50%) of the cost base. Amortisation of intangible assets of £54m (2006: £13m) principally related to mortgage service rights.

~~Total headcount increased 3,000 during 2007 to 16,200 (2006: 13,200) including 800 from the acquisition of EquiFirst. The majority of organic growth was in Asia Pacific.~~

Barclays Capital



2008
£m

2007
£m

2006
£m

Income statement information

Net interest income
   1,724    1,179    1,158
Net fee and commission income
   1,429    1,235    952
Net trading income
   1,506    3,739    3,562
Net investment income
   559    953    573
Principal transactions
   2,065    4,692    4,135
Other income
   13    13    22
Total income
   5,231    7,119    6,267
Impairment charges and other credit provisions
   (2,423 )    (846 )    (42 )
Net income
   2,808    6,273    6,225
Operating expenses excluding amortisation of intangible assets
   (3,682 )    (3,919 )    (3,996 )
Amortisation of intangible assets
   (92 )    (54 )    (13 )
Operating expenses
   (3,774 )    (3,973 )    (4,009 )
Share of post-tax results of associates and joint ventures
   6    35    –
Gain on acquisition
   2,262    –    –
Profit before tax
   1,302    2,335    2,216
Balance sheet information

Total assets
   £ 1,629.1bn    £ 839.9bn    £ 657.9bn
Performance ratios

Cost:income ratio
   72%    56%    64%
Other financial measures

Risk Tendency
   £ 415m    £ 140m    £ 95m
Risk weighted assets^a
   £ 227.4bn    £ 178.2bn    £ 137.6bn
Average DVaR (95%)^b
   £ 53.4m    £ 32.5m    £ 37.1m

~~Notes~~Note

a	~~Risk weighted assets~~Average DVaR for 2008 and 2007 ~~are calculated under Basel II. 2006 is calculated under Basel I.~~

b	~~Average DVaR for 2007 and 2006~~ are calculated with a 98% confidence level.

~~Barclays~~

~~Annual Report 2008~~

Financial review

Analysis of results by business

continued

Investment Banking and

Investment Management

Barclays Global Investors

Barclays Global Investors (BGI) was sold to BlackRock, Inc. (BlackRock) on 1st December 2009. As a result of the transaction we retain a 19.9% economic interest in the enlarged BlackRock Group.

Performance^a

2009/08

Barclays Global Investors ~~(BGI) is one~~total profit before tax increased £6,484m to £7,079m (2008: £595m), including the profit arising from the sale of Barclays Global Investors to BlackRock. Consideration of £9,501m included 37.567 million new BlackRock shares valued at £5,294m as at 1st December 2009.

The profit on disposal before tax was £6,331m after deducting amounts relating to non-controlling interests, transaction costs and a break fee relating to the termination of CVC Capital Partners’ proposed purchase of the ~~world’s largest asset managers~~iShares business. Further information on the disposal is set out below. For more information on the sale of BGI and Barclays on-going relationship with BlackRock, see Note 38 to the financial statements.

Profit before tax excluding the profit on disposal increased 26% to £748m (2008: £595m) reflecting a ~~leading global provider~~recovery on liquidity support of investment management products and services. We are the global leader in assets and products in the exchange traded funds business, with 360 funds for institutions and individuals trading globally. BGI’s investment philosophy is founded on managing all dimensions of performance: a consistent focus on controlling risk, return and cost.

~~With a 3,000-plus strong workforce, we currently have over £1trn in assets under management, for 3,000 clients around the world.~~

~~What we do~~

during 2009 (2008: charge of £263m) and an 18% appreciation in the average value of the US Dollar against Sterling. The 2009 results included 11 months of discontinued operations compared to 12 months for 2008. Total income grew 3% (£59m) to £1,903m (2008: £1,844m).

Net fee and commission income declined 8% (£160m) to £1,757m (2008: £1,917m) largely reflecting 11 months’ activity in the year.

Principal transactions increased £141m to a gain of £98m (2008: £43m loss) driven by sales of assets excluded from the disposal to BlackRock.

Operating expenses decreased 8% (£95m) to £1,154m (2008: £1,249m), benefiting from a recovery on liquidity support of £24m during 2009 (2008: charge of £263m), partially offset by exchange rate movements.

The continuing operations of BGI ~~collaborates~~represent residual obligations under the cash support arrangements and associated liquidity support charges and, from 1st December 2009, included the Group’s 19.9% ongoing interest in BlackRock. This investment is accounted for as an available for sale equity investment, with no dividends being received during 2009. Profit before tax on continuing operations for 2009 increased by £368m to £22m (2008: £346m loss) primarily due to lower liquidity support charges.

Total assets as at 31st December 2009 reflect shares to the ~~other Barclays businesses, particularly Barclays Capital and Barclays Wealth,~~value of £5,386m held in BlackRock, with assets from continuing operations as at 31st December 2008 representing residual assets excluded from the disposal to ~~develop and market products and leverage capabilities to better serve the client base.~~BlackRock.


Profit on disposal information		As at 1st December 2009 £m
Consideration including hedging gains
– Cash		4,207
– BlackRock shares		5,294
Total consideration		9,501
Net assets disposed		(2,051)
CVC fee		(106)
Transaction costs		(433)
Amounts relating to non-controlling interests		(580)
Profit on disposal before tax		6,331

~~Performance~~Note

Certain BGI total information may be considered non-IFRS measures because they present BGI results that combine continuing operations and discontinuing operations. See “Certain non-IFRS Measures” on page i for more information with respect to including BGI results within Group totals. For a reconciliation of the results of the continuing operations in respect of BGI to total BGI results which include both discontinued and continuing operations, see table on page 46.


46

LOGO

2008/07

Barclays Global Investors profit before tax decreased 19% (£139m) to £595m (2007: £734m). Profit was impacted by the cost of provision of selective support of liquidity products of £263m (2007: £80m) and an 8% appreciation in the average value of the US Dollar against Sterling.

Income declined 4% (£82m) to £1,844m (2007: £1,926m).

Net fee and commission income declined 1% (£19m) to £1,917m (2007: £1,936m). This was primarily attributable to reduced incentive fees of £49m (2007: £198m), partially offset by increased securities lending revenue.

Operating expenses increased 5% (£57m) to £1,249m (2007: £1,192m). Operating expenses included charges of £263m (2007: £80m) related to selective support of liquidity products, partially offset by a reduction in performance related costs. The cost:income ratio increased to 68% (2007: 62%).


~~Highlights~~

~~Performance indicators~~

~~Key facts~~

      2008          2007          2006
Assets under management
(£):    1,040bn       1,044bn       927bn
– indexed    653bn       615bn       566bn
– iShares    226bn       205bn       147bn
– active    161bn       224bn       214bn
Net new assets in period (£)    61bn       42bn       37bn
Assets under management
(US$):    1,495bn       2,079bn       1,814bn
– indexed    939bn       1,225bn       1,108bn
– iShares    325bn       408bn       287bn
– active    231bn       446bn       419bn
Net new assets in period (US$)    99bn       86bn       68bn
Number of iShares products    360       324       191
Number of institutional clients    3,000       3,000       2,900

~~Barclays~~

~~Annual Report 2008~~

Total assets under management remained flat at £1,040bn (2007: £1,044bn) comprising £61bn of net new assets, £234bn of favourable exchange movements and £299bn of adverse market movements. In US Dollar terms assets under management decreased 28% (US$584bn) to US$1,495bn (2007: US$2,079bn), comprising US$99bn of net new assets, US$130bn of negative exchange rate movements and US$553bn of negative market movements.

~~2007/06~~

~~Barclays Global Investors delivered solid growth in profit~~The loss before tax ~~which~~on continuing operations increased ~~3% (£20m)~~ to ~~£734m (2006: £714m). Very strong US Dollar income and strong profit growth was partially offset by~~£346m (2007: £119m) principally reflecting the ~~8% depreciation in~~liquidity support charge recognised during the ~~average value of the US Dollar against Sterling.~~

~~Income grew 16% (£261m) to £1,926m (2006: £1,665m).~~

Net fee and commission income grew 17% (£285m) to £1,936m (2006: £1,651m). This was primarily attributable to increased management fees and securities lending. Incentive fees increased 6% (£12m) to £198m (2006: £186m). Higher asset values, driven by higher market levels and good net new inflows, contributed to the growth in income.

Operating expenses increased 25% (£241m) to £1,192m (2006: £951m) as a result of significant investment in key product and channel growth initiatives and in infrastructure as well as growth in the underlying business. Operating expenses included charges of £80m (2006: £nil) related to selective support of liquidity products managed in the US. The cost:income ratio rose five percentage points to 62% (2006: 57%).

Headcount increased 700 to 3,400 (2006: 2,700). Headcount increased in all geographical regions and across product groups and the support functions, reflecting continued investment to support further growth.

Total assets under management increased 13% (£117bn) to £1,044bn (2006: £927bn) comprising £42bn of net new assets, £12bn attributable to the acquisition of Indexchange Investment AG (Indexchange), £66bn of favourable market movements and £3bn of adverse exchange movements. In US Dollar terms assets under management increased 15% (US$265bn) to US$2,079bn (2006: US$1,814bn), comprising US$86bn of net new assets, US$23bn attributable to acquisition of Indexchange, US$127bn of favourable market movements and US$29bn of positive exchange rate movements.year.

      2009 2008 2007
      Continuing
operations
£m Discontinued
operations
£m Total
£m Continuing
operations
£m Discontinued
operations
£m Total £m Continuing
operations
£m Discontinued
operations
£m Total £m
Income statement information

Net interest income/(expense)
   10    33    43    (38 ) –    (38 ) (20 ) 12    (8 )
Net fee and commission income
   (2 ) 1,759    1,757    1    1,916    1,917    (1 ) 1,937    1,936
Net trading income/(loss)
   20    1    21    (4 ) (10 ) (14 ) –    5    5
Net investment income/(loss)
   11    66    77    (29 ) –    (29 ) (9 ) –    (9 )
Principal transactions
   31    67    98    (33 ) (10 ) (43 ) (9 ) 5    (4 )
Other income
   1    4    5    (2 ) 10    8    –    2    2
Total income
   40    1,863    1,903    (72 ) 1,916    1,844    (30 ) 1,956    1,926
Operating expenses excluding amortisation of intangible assets
   (17 ) (1,123 ) (1,140 ) (274 ) (960 ) (1,234 ) (89 ) (1,095 ) (1,184 )
Amortisation of intangible assets
   –    (14 ) (14 ) –    (15 ) (15 ) –    (8 ) (8 )
Operating expenses
   (17 ) (1,137 ) (1,154 ) (274 ) (975 ) (1,249 ) (89 ) (1,103 ) (1,192 )
Profit on disposal of associates and joint ventures
   (1 ) –    (1 ) –    –    –    –    –    –
Profit/(loss) before tax and disposal of discontinued operations
   22    726    748    (346 ) 941    595    (119 ) 853    734
Profit on disposal of discontinued operations
   –    6,331    6,331    –    –    –    –    –    –
Profit/(loss) before tax
   22    7,057    7,079    (346 ) 941    595    (119 ) 853    734
Balance sheet information

Total assets
   £ 5.4bn    –    £ 5.4bn    £ 0.7bn    £ 70.6bn    £ 71.3bn    £ 0.5bn    £ 88.7bn    £ 89.2bn

~~Barclays Global Investors~~

2008
£m

2007
£m

2006
£m

Income statement information
Net interest (expense)/income    (38 )    (8 )    10
Net fee and commission income    1,917    1,936    1,651
Net trading income    (14 )    5    2
Net investment (expense)/income    (29 )    (9 )    2
Principal transactions    (43 )    (4 )    4
Other income    8    2    –
Total income    1,844    1,926    1,665
Operating expenses excluding amortisation of intangible assets    (1,234 )    (1,184 )    (946 )
Amortisation of intangible assets    (15 )    (8 )    (5 )
Operating expenses    (1,249 )    (1,192 )    (951 )
Profit before tax    595    734    714
Balance sheet information
Total assets    £ 71.3bn    £ 89.2bn    £ 80.5bn
Performance ratios
Cost:income ratio    68%    62%    57%
Other financial measures
Risk weighted assets^a    £ 3.9bn    £ 4.4bn    £ 1.4bn

~~Note~~

a	~~Risk weighted assets for 2008 and 2007 are calculated under Basel II. 2006 is calculated under Basel I.~~

~~Barclays~~

~~Annual Report 2008~~

Financial review

Analysis of results by business

continued

Investment Banking and Investment Management

Barclays Wealth

Barclays Wealth focuses on ~~high net worth, affluent~~private and intermediary clients worldwide. We are the UK’s leading wealth manager by client assets. We have ~~7,900~~7,400 staff ~~in over 20 countries~~ and ~~have~~manage total client assets of ~~£145bn.~~£151bn. We have 101 offices in 25 countries across EMEA, Asia and the ~~Americas following the acquisition of Lehman Brothers Private Investment Management in 2008.~~Americas.

What we do

Barclays Wealth provides international and private banking, fiduciary services, investment management, and brokerage.

~~We work~~Barclays Wealth works closely with all other parts of the Group to leverage synergies from client relationships and product capabilities, for example, offering world-class investment solutions with institutional quality products and services from Barclays Capital and Barclays ~~Global Investors.~~Commercial Bank.

Performance

2009/08

Barclays Wealth profit before tax reduced 78% (£526m) to £145m (2008: £671m). The reduction in profit was principally due to the sale of the closed life assurance business in 2008 (2008: profit before tax of £104m and profit on disposal of £326m). Results were also affected by the integration of Lehman Brothers North American businesses (Barclays Wealth Americas), which made a loss of £39m.

Total income net of insurance claims increased 1% (£9m) to £1,333m (2008: £1,324m). Excluding the impact of the sale of the closed life business and the integration of Barclays Wealth Americas, income grew 3% as growth in the client franchise and the product offering offset the impact of adverse economic conditions.

Net interest income increased 4% (£18m) to £504m (2008: £486m) reflecting growth in customer lending. Average lending grew 27% to £12.3bn (2008: £9.7bn). Average 2009 deposits were in line with the prior year (2008: £37.2bn).

Net fee and commission income increased by 11% (£82m) to £802m (2008: £720m) driven by Barclays Wealth Americas.

The movements in principal transactions, net premiums from insurance contracts and net claims and benefits incurred under insurance contracts were due to the sale of the closed life assurance business in October 2008.

Impairment charges increased 16% (£7m) to £51m (2008: £44m). This increase reflected the impact of the current economic environment on client liquidity and collateral values and the substantial increase in the loan book over the last four years.

Operating expenses increased 22% to £1,138m (2008: £935m) principally reflecting the impact of the acquisition of Barclays Wealth Americas partially offset by the impact of the disposal of the closed life business in 2008.

Total client assets, comprising customer accounts and client investments were £151.3bn (31st December 2008: £145.1bn) with underlying net new asset inflows of £3bn.

LOGO


48

LOGO

2008/07

Barclays Wealth profit before tax grew 119% (£364m) to £671m (2007: £307m). Profit before gains on disposal increased 12% (£38m) driven by solid income growth and tight cost control, offset by an increase in impairment charges. The closed life assurance business contributed profit before tax of £104m (2007: £110m) prior to its sale in October 2008, which generated a profit on disposal of £326m.

Income increased 3% (£37m) to £1,324m (2007: £1,287m).

Net interest income increased 13% (£55m) to £486m (2007: £431m) reflecting strong growth in both customer deposits and lending. Average deposits grew 19% to £37.2bn (2007: £31.2bn). Average lending grew 31% to £9.7bn (2007: £7.4bn).

Net fee and commission income decreased 3% (£19m) to £720m (2007: £739m) driven by falling equity markets partially offset by increased client assets.

Net investment income, net premiums from insurance contracts and net claims and benefits paid on insurance contracts related wholly to the closed life assurance business. Their overall net impact on income

increased marginally to £103m (2007: £95m). The decrease in net investment income, driven by a fall in the value of unit linked contracts and reduced premium income, were offset by reduced net claims and benefits as a result of a fall in the value of linked and non-linked liabilities.

Impairment charges increased £37m to £44m (2007: £7m) from a very low base. This increase reflected both the substantial increase in the loan book over the ~~last~~ three years from 2006 to 2008 and the impact of the current economic environment on client liquidity and collateral values.

Operating expenses decreased 4% to £935m (2007: £973m) with significant cost savings including a reduction in performance related costs partially offset by increased expenditure in upgrading technology and operating platforms and continued hiring of client-facing staff.


~~Highlights~~




~~Performance indicators~~

~~Key facts~~

2008 2007 2006
Total client assets
£ 145.1bn £ 132.5bn £ 116.1bn


		~~Barclays~~~~Annual Report 2008~~				49

Total client assets, comprising customer deposits and client investments, increased 10% (£12.6bn) to £145.1bn (2007: £132.5bn) with underlying net new asset inflows of £3.2bn and the acquisition of the Lehman Brothers North American businesses offsetting the impact of market and foreign exchange movements and the sale of the closed life assurance book.

~~2007/06~~

Barclays Wealth profit before tax showed very strong growth of 25% (£62m) to £307m (2006: £245m). Performance was driven by broadly based income growth, reduced redress costs and tight cost control, partially offset by additional volume-related costs and increased investment in people and infrastructure to support future growth.

~~Income increased 11% (£127m) to £1,287m (2006: £1,160m).~~

Net interest income increased 10% (£39m) to £431m (2006: £392m), reflecting strong growth in both customer deposits and lending. Average deposits grew 13% to £31.2bn (2006: £27.7bn). Average lending grew 35% to £7.4bn (2006: £5.5bn), driven by increased lending to high net worth, affluent and intermediary clients.

Net fee and commission income grew 10% (£65m) to £739m (2006: £674m). This reflected growth in client assets and higher transactional income from increased sales of investment products and solutions.

Principal transactions decreased £101m to £55m (2006: £156m) as a result of lower growth in the value of unit linked insurance contracts. Net premiums from insurance contracts reduced £15m to £195m (2006: £210m). These reductions were offset by a lower charge for net claims and benefits incurred under insurance contracts of £152m (2006: £288m).

Operating expenses increased 7% to £973m (2006: £913m) with greater volume-related costs and a significant increase in investment partially offset by efficiency gains and lower customer redress costs of £19m (2006: £67m). Ongoing investment programmes included increased hiring of client-facing staff and improvements to infrastructure with the upgrade of technology and operations platforms. The cost:income ratio improved three percentage points to 76% (2006: 79%).

Total client assets, comprising customer deposits and client investments, increased 14% (£16.4bn) to £132.5bn (2006: £116.1bn), reflecting strong net new asset inflows and the acquisition of Walbrook, an independent fiduciary services company, which completed on 18th May 2007.

Barclays Wealth

2008
£m

2007
£m

2006
£m

Income statement information

Net interest income
   486    431    392
Net fee and commission income
   720    739    674
Net trading income
   (11 )    3    2
Net investment income
   (333 )    52    154
Principal transactions
   (344 )    55    156
Net premiums from insurance contracts
   136    195    210
Other income
   26    19    16
Total income
   1,024    1,439    1,448
Net claims and benefits incurred on insurance contracts
   300    (152 )    (288 )
Total income net of insurance claims
   1,324    1,287    1,160
Impairment charges
   (44 )    (7 )    (2 )
Net income
   1,280    1,280    1,158
Operating expenses excluding amortisation of intangible assets
   (919 )    (967 )    (909 )
Amortisation of intangible assets
   (16 )    (6 )    (4 )
Operating expenses
   (935 )    (973 )    (913 )
Profit on disposal of associates and joint ventures
   326    –    –
Profit before tax
   671    307    245
Balance sheet information

Loans and advances to customers
   £ 11.4bn    £ 9.0bn    £ 6.2bn
Customer accounts
   £ 42.4bn    £ 34.4bn    £ 28.3bn
Total assets
   £ 13.3bn    £ 18.2bn    £ 15.0bn
Performance ratios

Cost:income ratio
   71%    76%    79%
Other financial measures

Risk Tendency
   £ 20m    £ 10m    £ 10m
Risk weighted assets^a
   £ 10.3bn    £ 8.2bn    £ 6.1bn

~~Note~~

a	~~Risk weighted assets for 2008 and 2007 are calculated under Basel II. 2006 is calculated under Basel I.~~


	2009 £m			2008 £m			2007 £m
Income statement information
Net interest income		504			486			431
Net fee and commission income		802			720			739
Net trading income		7			(11	)		3
Net investment income		13			(333	)		52
Principal transactions		20			(344	)		55
Net premiums from insurance contracts		–			136			195
Other income		7			26			19
Total income		1,333			1,024			1,439
Net claims and benefits incurred on insurance contracts		–			300			(152	)
Total income net of insurance claims		1,333			1,324			1,287
Impairment charges		(51	)		(44	)		(7	)
Net income		1,282			1,280			1,280
Operating expenses excluding amortisation of intangible assets		(1,114	)		(919	)		(967	)
Amortisation of intangible assets		(24	)		(16	)		(6	)
Operating expenses		(1,138	)		(935	)		(973	)
Profit on disposal of associates and joint ventures		1			326			–
Profit before tax		145			671			307
Balance sheet information
Loans and advances to customers	£	13.1bn		£	11.4bn		£	9.0bn
Customer accounts	£	38.5bn		£	42.4bn		£	34.4bn
Total assets	£	15.1bn		£	13.3bn		£	18.2bn
Risk weighted assets	£	11.4bn		£	10.3bn		£	8.2bn
Performance ratios
Cost:income ratio		85%			71%			76%
Average net income generated per member of staff (‘000)		£169			£176			£188

~~Barclays~~

~~Annual Report 2008~~

Financial review

Analysis of results by business

continued

Head ~~office functions~~Office Functions and ~~other operations~~Other Operations

Head office functions and other operations comprises:

–

Head office and central support functions

–

Businesses in transition

–

Inter-segment adjustments

What we do

Head office functions and ~~central support functions~~other operations comprises the following areas: Executive Management, Finance, Treasury, Corporate Affairs, Human Resources, Strategy and Planning, Internal Audit, Legal, Corporate Secretariat, Property, Tax, Compliance and Risk. Costs incurred wholly on behalf of the businesses are recharged to them.

Businesses in transition principally relate to certain lending portfolios that are centrally managed with the objective of maximising recovery from the assets.

Performance

2009/08

Head Office Functions and Other Operations loss before tax reduced £308m to £550m (2008: loss of £858m).

Total income increased £405m to £28m (2008: loss of £377m).

Net interest income decreased £689m to a loss of £507m (2008: profit of £182m) primarily due to an increase in costs in central funding activity due to the money market dislocation, increased liquidity requirements and lower income on shareholders’ funds due to the lower interest rate environment. This was partially offset by a £170m gain from a reclassification on consolidation for hedging derivatives with the corresponding expense being recorded in principal transactions.

Net fees and commission expense decreased £68m to £418m (2008: £486m) reflecting adjustments to eliminate inter-segmental transactions, offset by increases in fees for structured capital market activities to £191m (2008: £141m) and in fees paid to Barclays Capital for debt and equity raising and risk management advice to £174m (2008: £151m).

Losses associated with principal transactions increased £107m to £325m (2008: loss of £218m) predominantly due to a £170m increase in the consolidation reclassification adjustment on hedging derivatives.

Other income increased £1,160m to £1,186m (2008: £26m). During 2009, certain upper Tier 2 perpetual debt was exchanged for new issuances

of lower Tier 2 dated loan stock resulting in a net gain of £1,164m. £1,170m of this gain was reflected in other income.

Operating expenses increased £119m to £570m (2008: £451m) reflecting a UK bank payroll tax charge of £190m (2008: £nil) in respect of 2009 cash compensation and £35m in respect of certain prior years awards which may fall within the proposed legislation, partially offset by a reduction of £55m in the costs relating to an internal review of Barclays compliance with US economic sanctions to £33m (2008: £88m).

2008/07

Head ~~office functions~~Office Functions and ~~other operations~~Other Operations loss before tax increased £430m to £858m (2007: £428m).

Total income decreased £185m to a loss of £377m (2007: loss of £192m).

Group segmental reporting is performed in accordance with Group accounting policies. This means that inter-segment transactions are recorded in each segment as if undertaken on an arm’s length basis. Adjustments necessary to eliminate inter-segment transactions are included in Head ~~office functions~~Office Functions and ~~other operations.~~Other Operations. The impact of such inter-segment adjustments increased £32m to £265m (2007: £233m). These adjustments included internal fees for structured capital market activities of £141m (2007: £169m) and fees paid to Barclays Capital for debt and equity raising and risk management advice of £151m (2007: £65m), both of which reduce net fees and commission income.

Net interest income increased £54m to £182m (2007: £128m) primarily due to a consolidation adjustment between net interest income and trading income required to match the booking of certain derivative hedging transactions between different segments in the Group. This resulted in a £111m increase in net interest income to £143m (2007: £32m) with an equal and opposite decrease in principal transactions.

This was partially offset by an increase in costs in central funding activity due to the money market dislocation, in particular LIBOR resets.

Principal transactions loss increased £135m to £218m (2007: £83m) reflecting the £111m increase in consolidation reclassification adjustment on derivative hedging transactions.

Impairment charges increased £27m to £30m (2007: £3m) mainly reflecting losses on Floating Rate Notes held for hedging purposes.

Operating expenses increased £217m to £451m (2007: £234m). The main drivers of this increase were: a £101m charge for the Group’s share of levies that will be raised by the UK Financial Services Compensation Scheme; £64m increase in costs relating to an internal review of Barclays compliance with US economic sanctions; the non-recurrence of a £58m break fee relating to the ABN Amro transaction; lower rental income and lower proceeds on property sales.

~~2007/06~~

~~Head office functions and other operations loss before tax increased £169m to £428m (2006: £259m).~~

The impact of such inter-segment adjustments increased £86m to £233m (2006: £147m). These adjustments included internal fees for structured capital market activities of £169m (2006: £87m) and fees paid to Barclays Capital for debt and equity raising and risk management advice of £65m (2006: £23m), both of which increased net fee and commission expense in Head office. The impact on the inter-segment adjustments of the timing of the recognition of insurance commissions included in Barclaycard was a reduction in Head office income of £9m (2006: £44m). This net reduction was reflected in a decrease in net fee and commission income of £162m (2006: £184m) and an increase in net premium income of £153m (2006: £140m).

~~Principal transactions decreased to a loss of £83m (2006: £42m profit). 2006 included a £55m profit from a hedge of the expected Absa foreign currency earnings.~~

Operating expenses decreased £35m to £234m (2006: £269m). The primary driver of this decrease was the receipt of a break fee relating to the ABN AMRO transaction which, net of transaction costs, reduced expenses by £58m. This was partially offset by lower rental income and lower proceeds on property sales.

~~Barclays~~

~~Annual Report 2008~~

Head office functions and other operations

      2008
£m       2007
£m       2006
£m
Income statement information

Net interest income
   182    128    80
Net fee and commission income
   (486 )    (424 )    (301 )
Net trading (loss)/income
   (245 )    (66 )    40
Net investment income/(expense)
   27    (17 )    2
Principal transactions
   (218 )    (83 )    42
Net premiums from insurance contracts
   119    152    139
Other income
   26    35    39
Total income
   (377 )    (192 )    (1 )
Impairment (charges)/releases
   (30 )    (3 )    11
Net income
   (407 )    (195 )    10
Operating expenses excluding amortisation of intangible assets
   (451 )    (233 )    (259 )
Amortisation of intangible assets
   –    (1 )    (10 )
Operating expenses
   (451 )    (234 )    (269 )
Profit on disposal of associates and joint ventures
   –    1    –
Loss before tax
   (858 )    (428 )    (259 )
Balance sheet information

Total assets
   £ 3.1bn    £ 5.7bn    £ 7.1bn
Other financial measures

Risk Tendency
   £ 5m    £ 10m    £ 10m
Risk weighted assets^a
   £ 0.4bn    £ 1.1bn    £ 1.9bn

~~Note~~
      2009
£m 2008
£m 2007
£m
Income statement information

Net interest income
   (507 ) 182    128
Net fee and commission income
   (418 ) (486 ) (424 )
Net trading (loss)/income
   (291 ) (245 ) (66 )
Net investment income/(expense)
   (34 ) 27    (17 )
Principal transactions
   (325 ) (218 ) (83 )
Net premiums from insurance contracts
   92    119    152
Other income
   1,186    26    35
Total income
   28    (377 ) (192 )
Impairment (charges)/releases
   (16 ) (30 ) (3 )
Net income
   12    (407 ) (195 )
Operating expenses excluding amortisation of intangible assets
   (570 ) (451 ) (233 )
Amortisation of intangible assets
   –    –    (1 )
Operating expenses
   (570 ) (451 ) (234 )
Share of post-tax results of associates and joint ventures
   1    –    –
Profit on disposal of associates and joint ventures
   7    –    1
Loss before tax
   (550 ) (858 ) (428 )
Balance sheet information

Total assets
   £ 6.4bn    £ 3.1bn    £ 5.7bn
Risk weighted assets
   £ 0.9bn    £ 0.4bn    £ 1.1bn

a	~~Risk weighted assets for 2008 and 2007 are calculated under Basel II. 2006 is calculated under Basel I.~~

~~Barclays~~

~~Annual Report 2008~~

~~Corporate sustainability~~

~~Sustainability and Barclays~~

At Barclays, we recognise that our sustainability values have an increased importance in the current financial climate. We are focused on: supporting our existing customers; being a bank that welcomes all potential customers; being an equal opportunity employer; our commitment to climate change; and ensuring we behave at all times as a responsible global citizen.

~~Doing this effectively helps us to reduce our risk and positions us well to capture commercial opportunities arising from the global transition towards a more sustainable future.~~

~~Developing our strategic framework~~

~~To measure our success in integrating sustainability into our business we have addressed the broad sustainability agenda through five key themes:~~

–

~~Customers and Clients~~

–

~~Inclusive Banking~~

–

~~Diversity and Our People~~

–

~~Environment~~

–

~~Responsible Global Citizenship~~

~~These themes resonate in our businesses, provide a platform for action, and give us a clear purpose and direction. Implementation is driven by actionable goals and robust performance measurement.~~

~~We manage and report our progress on the sustainability topics of most significance to our business and our stakeholders. We have determined this in part through:~~

–

~~our research initiatives and partnerships~~

–

~~dialogue with our stakeholders including customers, investors governments, non-governmental organisations, consumer groups, and journalists across our markets globally~~

–

~~internal and external focus groups including hosting consumer roundtables in the UK.~~

~~Stakeholder insight and feedback on our sustainability agenda is vital, and encourages us to be open and transparent about the issues our stakeholders are concerned about.~~

~~Measuring progress~~

We aim to measure and monitor our sustainability progress both internally and externally. In 2008, we developed a framework for regular progress reports to the Group Executive Committee and the Board. It provides consistent tracking of our progress by sustainability theme and Business Unit.

Barclays participates in a number of external indices, forums and initiatives which help to measure our progress including the Dow Jones Sustainability Index and FTSE4Good. In 2008, Barclays ranked joint first in the Carbon Disclosure Project’s Leadership Index.

~~Customers and clients~~

~~In 2008, amid widespread uncertainty in financial markets and the wider global economy, it was vital to stay close to our clients and customers, who we recognise have a choice where they bank.~~

During the year, we worked to help our customers and clients cope with the challenging economic circumstances. Our record of lending responsibly has allowed us to continue mortgage lending in the UK, increasing our share of net new lending from 8% in 2007 to 36% in 2008.

We increased lending to UK SMEs by 6% to a total of £15bn. We also provided support to small businesses in the UK and South Africa and also made significant investment in the Barclays Business Support team which is dedicated to helping business customers in financial difficulty in the UK.

In addition, we have committed to lend an additional 10% (£1.5bn) to SMEs in the UK by the end of 2009. We continue to act on customer and client feedback to develop appropriate products and services to meet different needs.

~~Inclusive banking~~

~~For Barclays, inclusive banking means helping those who are excluded from the financial system to join and benefit from it.~~

~~We have dedicated accounts for people on low incomes across several countries in Africa. In 2008, these basic accounts made up 27% of our total current and savings accounts in Africa.~~

~~Absa, which has 10 million customers, is now the market leader for low income customers in South Africa – those earning less than R3,000 (£200) a month – with a market share of 33%.~~

We continued to support better access to financial products and services in the UK through our basic-level Cash Card Account, which is now held by more than 730,000 customers, and through partnerships with community finance organisations and charities which help excluded and vulnerable people in society.

In March 2008, Barclays launched the ‘Hello Money’ service in India which allows customers to carry out banking transactions easily and securely over their mobile phones. Hello Money is already making a significant impact in giving access to financial services for people in India’s rural areas.

~~Diversity and Our People~~

~~Barclays aims to provide a safe working environment in which employees are treated fairly and with respect, encouraged to develop, and rewarded on the basis of individual performance.~~

~~Barclays~~

~~Annual Report 2008~~

In 2008, Antony Jenkins, CEO Barclaycard was appointed Diversity and Inclusion Executive Champion to drive our diversity agenda across Global Retail and Commercial Banking. Initiatives in 2008 included establishing the requirement that every senior executive has a diversity objective linked to their performance goals.

In 2009, we intend to extend our Women’s Leadership Programme, aimed at developing talented women employees, across all 15 countries in our GRCB – Emerging Markets business with secondments of between 3 and 12 months.

~~Environment~~

~~We seek to minimise our environmental impact through reducing Barclays energy, water and waste footprints and managing the risks and opportunities associated with climate change.~~

Businesses have a vital role to play in managing and mitigating climate change. At Barclays, we recognise that we have an impact on the environment both directly through our own operations, and indirectly through our supply chain and corporate lending. We monitor and manage both sets of impacts.

~~In 2008, Barclays set environmental targets that apply to global operations. We will measure our performance over three years from 2009 to 2011 against a 2008 baseline.~~

~~The targets are to reduce:~~

–

CO₂ ~~emissions by 6% per employee, achieving an average 2% reduction per year~~

–

~~energy use from buildings (excluding data centres) by 6% per employee, achieving an average 2% reduction per year~~

–

~~water use by 6% per employee, achieving an average 2% reduction per year.~~

~~We made our UK and European operations carbon neutral by offsetting emissions from energy use and travel. We are on track to make our global banking operations carbon neutral by the end of 2009.~~

~~Environmental and social risk~~

The majority of the environmental and social risks associated with our business are indirect. These impacts arise through business relationships, including those with our supply chain and those with our clients through financing activities.

We apply our Environmental and Social Impact Assessment policy (ESIA) to projects that we are considering financing. In 2008, a total of 31 project finance deals were assessed against the Equator Principles, a set of social and environmental criteria adopted by many banks. In addition, the Environmental Risk Management team assessed 229 non-project finance transactions.

We continue to assess our environmental and social impact beyond the project finance remit of the Equator Principles and are working to include climate change and human rights considerations in these assessments.

~~Responsible global citizenship~~

We acknowledge and accept that we have an obligation to be a responsible global citizen, and our sustainability efforts help us to achieve this. This means managing our business and supply chain to improve our social, economic and environmental impact, and doing business ethically.

~~Community Investment~~

Investing in the communities in which we operate is an integral part of Barclays sustainability strategy. During 2008, we maintained our levels of investment in communities despite the challenging conditions. We invested £52.2m and more than 57,000 colleagues in 31 countries were involved in volunteering, fundraising and regular giving. In addition, Barclays launched a three-year global community investment partnership with UNICEF, the leading children’s organisation, in which we committed to invest £5m.

~~Human Rights and Barclays~~

In June 2008, we refined our statement on human rights (first introduced in 2004) which outlines the approach we take to human rights through our three main areas of impact – as an employer, as a provider of financial services to customers and clients, and as a purchaser of goods and services from suppliers. We aim to operate in accordance with the:

–

~~Universal Declaration of Human Rights~~

–

~~OECD Guidelines for Multinational Enterprises~~

–

~~International Labour Organisation’s Core Conventions.~~

Barclays is active in developing the global business and human rights agenda through our membership of two organisations – the Business Leaders’ Initiative on Human Rights, launched in 2003 of which we are a founder member, and United Nations Environment Programme Finance Initiative (UNEP FI), for which we co-chair the Human Rights Workstream.

We extended the guidance provided to our employees on human rights in 2008 to include access to an online tool for front-line lending managers, which assists in identifying and mitigating human rights risks.

~~Supply chain~~

We work closely with our suppliers to help them manage their own impacts and ensure they share our commitment to sustainability. Our Group-wide sourcing process includes criteria for measuring and assessing our suppliers’ sustainability. Tenders for supplies deemed to have a potentially high sustainability impact or risk, such as print or corporate wear, require suppliers to complete our sustainable supply chain questionnaire on their sustainability impact, policies and management processes.

During 2008, we continued to engage directly with our suppliers on sustainability, both as part of our ongoing supplier relationships and to address specific issues such as reducing their carbon emissions.

~~Barclays~~

~~Annual Report 2008~~

Our people

Barclays aims to provide a safe working environment in which employees are treated fairly and with respect, encouraged to develop, and rewarded on the basis of individual performance. We are committed to ensuring equality to all employees on the basis of merit. Discrimination, bullying or harassment of any kind is not tolerated.

~~Our Guiding Principles set out the values that govern how we act. They are:~~


i)	~~Winning together~~	–	~~Doing what’s right for Barclays, our teams and our colleagues, to achieve collective and individual success.~~

~~ii)~~	~~Best people~~	–	~~Developing and upgrading talented colleagues and differentiating rewards~~
		–	~~Doing what’s needed to ensure a leading position in the global financial services industry.~~

~~iii)~~	~~Customer and~~ ~~client focus~~	–	~~Understanding what our customers and client focus clients want and need~~
		–	~~And then serving them brilliantly.~~

~~iv)~~	~~Pioneering~~	–	~~Driving new ideas, especially those that make us profitable and improve control~~
		–	~~Improving operational excellence~~
		–	~~Adding diverse skills to stimulate new perspectives and bold steps~~

v)	~~Trusted~~	–	~~Being trusted is the bedrock of a successful bank~~
		–	~~Acting with the highest levels of integrity to retain the trust of our customers, external stakeholders and our colleagues~~
		–	~~Taking full responsibility for our decisions and actions.~~

An international picture


      2008    2007^a
FTE by world region
UK
   60,700    61,900
Africa and Middle East
   55,700    51,748
Continental Europe
   13,400    9,750
Americas
   15,700    6,413
Asia Pacific
   10,800    5,089
Total
   156,300    134,900
FTE by business unit
UK Retail Banking
   30,400    30,700
Barclays Commercial Bank
   9,800    9,200
Barclaycard
   9,600    8,900
GRCB – Western Europe
   10,900    8,800
GRCB – Emerging Markets
   22,700    13,900
GRCB – Absa
   36,800    35,800
Barclays Capital
   23,100    16,200
Barclays Global Investors
   3,700    3,400
Barclays Wealth
   7,900    6,900
Head office and other operations
   1,400    1,100
Total
   156,300    134,900
Global employment statistics
FTE
   156,300    134,900
Total employee headcount
   161,000    141,885
Percentage of female employees
   53.1%    56.3%
Percentage of female senior executives
   15.2%    13.7%
Percentage of female senior managers
   24.6%    20.6%
Percentage working part time
   8.5%    12.4%
Turnover rate
   20.9%    18.3%
Resignation rate
   12.1%    12.3%
Sickness absence rate^b
   2.3%    3.0%

~~Note~~

a	~~2007 UK data – includes 1,000 BGI employees.~~

b	~~Excludes Group Centre, BGI and Barclays Capital.~~

c	~~Excludes BGI and Barclays Capital.~~

d	~~Excludes BGI.~~

Global ~~governance~~minimum standards

~~Barclays manages its people through these Guiding Principles in a devolved manner.~~ To maintain the right balance between overall control and effective local decision making we have established global governance frameworks ~~which are overseen~~and minimum standards to regulate how we manage and treat our employees around the world. The key areas covered by the ~~Group Operational Committee,~~minimum standards are summarised below.

Performance management and ~~compliance~~compensation

The performance and development process provides employees with ~~them~~the opportunity to have regular discussions with their line managers about their performance and to receive coaching for their personal development. The performance of employees is ~~monitored by~~typically assessed twice a year and a performance rating is agreed with the ~~Group Human Resources Risk Committee.~~line manager.

We are committed to the principle of pay for performance. Compensation is based on the performance of individuals and their businesses. Our compensation philosophy is to drive a high performance culture within the appropriate risk and governance frameworks.

Employee relations

Barclays recognises and works constructively with 30 employee representative organisations throughout the world. ~~Employee consultations on significant operational changes are carried out in accordance with local legislation.~~

~~Our~~Regular employee opinion surveys

~~Barclays businesses conduct~~ are used to assess employee ~~opinion surveys, to suit the needs of each business. We benchmark the~~engagement. The findings are benchmarked against other global financial services organisations and high-performing ~~organisations,~~organisations.

Diversity and inclusion

Barclays operates across the globe and engages with employees across a wealth of diverse and rich cultures. Our mission is to create ~~action plans~~confidence and trust to ~~address any areas~~do the right thing for both our customers and employees through creating a truly inclusive environment. We will achieve this through ensuring that everything we do treats people fairly through valuing diversity. An example of ~~concern.~~the progress made in this area is that currently three of our major businesses have female Chief Executive Officers who lead more than half of our employees globally.

~~Occupational~~Health and safety

Our commitment is to ensure the health, safety and welfare of our employees and to provide and maintain safe working conditions. Effective management of health and safety

~~Barclays manages health~~ will have a positive effect on the services we provide. Good working climates will help our employees to perform better in serving our customers which in turn will create value for all our stakeholders – customers, employees, shareholders and ~~safety at a local level under~~ the ~~requirements of the health and safety governance framework. Key data on health and safety is reported regularly to the Board HR and Remuneration Committee.~~communities that we serve.

Training ~~and educating our people~~

Developing both existing and new employees is key to our future prosperity. We undertake this through formal classroom-based training and informal on-the-job training, education and ~~education, including~~coaching. Minimum mandatory training ~~required by~~is provided to all employees to ensure that our employees understand Barclays policies and procedures and their role in meeting our regulatory ~~bodies and detailed on-the-job training and development.~~responsibilities.

~~UK employees~~

      2008    2007^a
UK employment statistics
FTE
   60,700    61,900
Average length of service (years)
   9.2    9.7
Percentage working part time
   16.1%    16.8%
Sickness absence rate^c
   3.1%    3.0%
Turnover rate
   19.3%    16.6%
Resignation rate
   12.2%    11.1%
Women in Barclays
Percentage of all employees
   56.1%    58.0%
Percentage of management grades
   28.0%    28.4%
Percentage of senior executives
   14.6%    13.0%
Ethnic minorities in Barclays
Percentage of all employees
   12.3%    12.3%
Percentage of management grades
   11.5%    10.0%
Percentage of senior executives
   8.0%    6.6%
Disabled employees in Barclays
Percentage of all employees^d
   2.0%    3.4%
Age profile
Employees under 25
   15.5%    16.5%
Employees aged 25-29
   18.5%    17.0%
Employees aged 30-49
   55.8%    54.2%
Employees aged 50+
   10.2%    10.3%
Pensions
Barclays UK Retirement Fund active members
   58,316    53,473
Current pensioners
   50,499    48,607

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52

LOGO

Corporate sustainability

Barclays in making progress on embedding sustainability into our business. We are ranked in the top quartile of global banks in the Dow Jones Sustainability Index. However, we realise we have a long way to go and will continue to build our programme in the year ahead. We have remained ‘open for business’ throughout the downturn, and at the same time have reinforced our commitment to be a responsible lender, providing access to credit and support while maintaining prudent lending standards. We are focused on offering a strong safe and responsible service that contributes to the economic progress of society as a whole.

As well as supporting our customers and client, and the communities in which we operate, we have:

–

~~Barclays~~developed our role as an equal opportunities employer;

~~Annual Report 2008~~

–

taken action on climate issues; and

–

aimed to operate as a responsible global citizen.

The Group Executive Committee is responsible for our overall sustainability strategy, and works to support the Chief Executive in its implementation. This Committee, along with the Board, reviews progress against sustainability objectives twice a year, using a robust reporting framework that includes over 100 performance indicators.

Environment

As part of our commitment to minimising our environment footprint, we successfully made our global banking operations carbon neutral in 2009.

Barclays Climate Action Programme continues to focus on greater energy efficiency, as well as working with suppliers to reduce the CO2 emissions and developing products and services that will help our customers to do the same.

Partnerships are also a crucial part of the programme, such as our work with the World Wildlife Fund in eastern Africa to pioneer a new era of conservation in the region where communities are supported to utilise their resources more sustainably.

Many of our major environmental and social impacts are indirect and arise through business relationship with suppliers and clients. Our Environmental and Social Impact Assessment policy focuses on any lending we carry out in sensitive sectors and is also the mechanism by which we apply the Equator Principles to our projects. The Equator Principles are based on the International Finance Corporation’s Performance standards, which form the financial services industry standard to manage environmental and social risks in project finance deals above US$10m.

Our Environmental Risk Management team operates across the Group, and in 2009 it assessed more than 290 project and non-project finance transactions.

LOGO


Risk management and governance

~~Risk factors~~54		57Risk management

~~Barclays approach to risk management~~54		62Risk factors

~~Organisation and structure~~59		63
	Barclays risk management strategy
~~Key elements~~66		65

Credit risk management
94		67

~~Organisation and structure~~		68

~~Measurement, reporting and internal ratings~~		69

~~Credit risk mitigation~~		73

~~Analysis of total assets and credit risk exposures~~		75

~~Loans and advances~~		76

~~Debt securities and other bills~~		90

~~Derivatives~~		91

~~Barclays Capital credit market exposures~~		93

Market risk management
99		~~106~~Capital risk management

~~Organisation and structure~~102		~~106~~

~~Traded market risk~~		~~107~~

~~Non-traded market risk~~		~~109~~

~~Disclosures about certain trading activities~~		~~110~~

Liquidity risk management
105		~~111~~Operational risk management

~~Organisation and structure~~		~~111~~

~~Key elements~~		~~112~~

~~Capital risk management~~107		~~114~~Statistical information

~~Organisation and structure~~		~~114~~

~~Key elements~~		~~115~~

~~Operational risk management~~117		~~117~~Supervision and regulation

~~Organisation and structure~~		~~117~~

~~Measurement and capital modelling~~		~~118~~

~~Operational risk events~~		119

~~Financial crime risk management~~		~~120~~Board and Executive Committee

~~Anti-money laundering and sanctions risk~~		~~120~~

~~Fraud risk~~		~~121~~

~~Security risk~~		~~121~~

~~Statistical information~~122		~~122~~Directors’ report

~~Supervision and regulation~~126		~~135~~Corporate governance report
145		Remuneration report
162		Accountability and audit

56 54

~~Barclays~~

~~Annual Report 2008~~

Risk management

Risk factors

The following information sets forth ~~certain~~the risk factors ~~that~~which the Group believes could cause its ~~actual~~ future results to differ materially from expected results. However, other factors could also adversely affect the ~~Group~~Group’s results and so the factors discussed in this report should not be considered to be a complete set of all potential risks and uncertainties.

The Group’s approach to identifying, assessing, managing and reporting risks is formalised in its Principal Risk framework, and definitions of the 13 Principal Risks are given below. A description of the Principal Risk framework is provided on page 62.

This summary of risk factors also includes a discussion of the impact of business conditions and the general economy, which are not Principal Risks but can impact risk factors such as credit and market risk and so influence the Group’s results.

Business conditions and general economy

Barclays operates a universal banking business model and its services range from current accounts for personal customers to inflation-risk hedging for governments and institutions. The Group also has significant activities in a large number of countries. There are, therefore, many ways in which changes in business conditions and the general economy can adversely impact Barclays profitability, be they at the level of ~~Barclays businesses could be adversely affected by~~ the ~~worsening~~Group, the individual business units or the specific countries in which we operate.

The Group’s stress testing framework helps it understand the impact of changes in business conditions and the general ~~economic conditions~~economy, as well as the sensitivity of its business goals to such changes and the scope of management actions to mitigate their impact.

As the current downturn has shown, higher unemployment in the ~~United Kingdom, globally or~~UK, US, Spain and South Africa has led to increased arrears in ~~certain individual markets such as~~our credit card portfolios, while falls in GDP have reduced the ~~United States, Spain or South Africa. Factors such as interest rates, inflation, investor sentiment, the availability and cost of~~ credit ~~foreign exchange risk, creditworthiness of counterparties, the liquidity~~quality of the ~~global financial markets and the level and volatility~~Group’s corporate portfolios. In both cases, there is an increased risk that a higher proportion of ~~equity prices could significantly affect~~ the Group’s ~~customers’ activity levels~~customers and ~~financial position. For example:~~counterparties may be unable to meet their obligations. In addition, declines in residential and commercial property prices have reduced the value of collateral and caused mark to market losses in some of the Group’s trading portfolios.

The business conditions facing the Group in 2010 are subject to significant uncertainties, most notably:

–

the ~~current~~extent and sustainability of economic ~~downturn or significantly higher interest rates or continued lack of credit availability~~recovery and asset prices in the UK, US, Spain and South Africa as governments consider how and when to the Group’s customers could adversely affect the credit quality of the Group’s on-balance sheet and off-balance sheet assets by increasing the risk that a greater number of the Group’s customers and counterparties would be unable to meet their obligations;withdraw stimulus packages;

–

~~a market downturn or further worsening~~the dynamics of unemployment in those markets and the ~~economy could cause~~ impact on delinquency and charge-off rates;

–

the ~~Group to incur further mark to market losses~~speed and extent of possible rises in ~~its trading portfolios;~~interest rates in the UK, US and eurozone;

–

athe possibility of further ~~decline~~falls in residential property prices in the UK, South Africa and Spain;

–

the potential for single name risk and for idiosyncratic losses in different sectors and geographies where credit positions are sensitive to economic downturn;

–

possible additional deterioration in our remaining credit market exposures, including commercial real estate and leveraged finance;

–

the potential impact of deteriorating sovereign credit quality;

–

changes in the value of Sterling relative to other currencies, which could increase risk weighted assets and therefore raise the capital requirements of the Group;

–

~~a further market downturn could reduce the fees the Group earns for managing assets. For example, a downturn in trading markets could affect the flows of assets under management;~~ and

–

~~a further market downturn would be likely to lead to a decline in~~ the ~~volume~~liquidity and volatility of ~~transactions that the Group executes~~capital markets and investors’ appetite for ~~its customers and, therefore,~~risk, which could lead to a decline in the income itthat the Group receives from fees and ~~commissions and interest.~~commissions.

~~Current market volatility~~Principal Risk Factors

Retail and ~~recent market developments~~

The global financial system has been experiencing difficulties since August 2007 and financial markets have deteriorated dramatically since the bankruptcy filing of Lehman Brothers in September 2008. Despite measures taken by the United Kingdom and United States governments and the European Central Bank and other central banks to stabilise the financial markets, the volatility and disruption of the capital and credit markets have continued. Together with the significant declines in the property markets in the United Kingdom, the United States, Spain and other countries, these events over the past two years have contributed to significant write-downs of asset values by financial institutions, including government-sponsored entities and major retail, commercial and investment banks. These write-downs have caused many financial institutions to seek additional capital, to merge with larger and stronger institutions, to be nationalised and, in some cases, to fail. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have substantially reduced and, in some cases, stopped their funding to borrowers, including other financial institutions.

While the capital and credit markets have been experiencing difficulties for some time, the volatility and disruption reached unprecedented levels in the final months of 2008 and economic activity started to contract in many of the economies in which the Group operates. These conditions have produced downward pressure on stock prices and credit capacity for certain issuers. The resulting lack of credit, lack of confidence in the financial sector, increased volatility in the financial markets and reduced business activity could continue to materially and adversely affect the Group’s business, financial condition and results of operations.

~~Barclays~~

~~Annual Report 2008~~

Wholesale Credit risk

Credit risk is the risk of suffering financial loss, should any of the Group’s customers, clients or market counterparties fail to fulfil their contractual obligations to the Group. The credit risk that the Group faces arises mainly from wholesale and retail loans and advances. However, credit risk may also arise where the downgrading of an entity’s credit rating causes a fall in the fair value of the Group’s investment in that entity’s financial ~~instruments to fall.~~instruments.

In a recessionary environment, such as that ~~ongoing~~recently seen in the United Kingdom, the United States and other economies, credit risk increases.

Credit risk may also be manifested as country risk where difficulties may arise in the country in which the exposure is domiciled, thus impeding or reducing the value of the assets, or where the counterparty may be the country itself.

Another form of credit risk is settlement risk, which is the possibility that the Group may pay funds away to a counterparty but fail to receive the corresponding settlement in return. The Group is exposed to many different industries and counterparties in the normal course of its business, but its exposure to counterparties in the financial services industry is particularly significant. This exposure can arise through trading, lending, deposit-taking, clearance and settlement and many other activities and relationships. These counterparties include ~~brokers and~~broker dealers, commercial banks, investment banks, mutual and hedge funds and other institutional clients. Many of these


				55

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relationships expose the Group to credit risk in the event of default of a counterparty and to systemic risk affecting its counterparties. Where the Group holds collateral against counterparty exposures, it may not be able to realise it or liquidate it at prices sufficient to cover the full exposures. Many of the hedging and other risk management strategies utilised by the Group also involve transactions with financial services counterparties. The failure of these counterparties to settle, or the perceived weakness of these counterparties, may impair the effectiveness of the Group’s hedging and other risk management strategies.

The Group’s credit risk governance structure, management and measurement methodologies, together with an analysis of exposures to credit risk is detailed in the ‘Credit risk management’ section on page 6766 and ~~the ‘Credit Risk’ note~~Note 47 to the financial statements on page ~~250.~~

~~Barclays Capital credit market exposures~~243.

An analysis of Barclays Capital’s credit market exposures is detailed on pages 9381 to ~~105.~~89.

Market risk

Market risk is the risk that the Group’s earnings or capital, or its ability to meet business objectives, will be adversely affected by changes in the level or volatility of market rates or prices such as interest rates, credit spreads, commodity prices, equity prices and foreign exchange rates. ~~Market risk has increased due to the volatility of the current financial markets.~~

The ~~main~~majority of market risk ~~arises from trading activities.~~exposure resides in Barclays Capital. Barclays is also exposed to market risk through non-traded interest rate risk and the pension fund.

The Group’s market risk governance structure, management and measurement methodologies, together with an analysis of exposures to both traded and non-traded market risk is detailed in the ‘Market risk management’ section on page 119 and the ‘Market Risk’ note to the financial statements on page 264. Pension risk is analysed in note 30 on page 220.

~~The Group’s~~ future earnings could be affected by depressed asset valuations resulting from a deterioration in market conditions. Financial markets are sometimes subject to stress conditions where steep falls in asset values can occur, as demonstrated by ~~recent~~ events in 2007 and 2008 affecting asset backed CDOs and the US sub-prime residential mortgage market and which may occur in other asset classes during an economic downturn. Severe market events are difficult to predict and, if they continue to occur, could result in the Group incurring additional losses.

InFrom the second half of 2007, ~~and in 2008,~~ the Group recorded material net losses on certain credit market exposures, including ABS CDO Super Senior exposures. As market conditions change, the fair value of these exposures could fall further and result in additional losses or impairment charges, which could have a material adverse effect on the Group’s earnings. Such losses or impairment charges could derive from: a decline in the value of exposures; a decline in the ability of counterparties, including monoline insurers, to meet their obligations as they fall due; or the ineffectiveness of hedging and other risk management strategies in circumstances of severe stress.

~~Liquidity risk~~

This is the risk that the Group is unable to meet its obligations when they fall due as a result of customer deposits being withdrawn, cash requirements from contractual commitments, or other cash outflows, such as debt maturities. Such outflows would deplete available cash resources for client lending, trading activities and investments. In extreme circumstances, lack of liquidity could result in reductions in balance sheet and sales of assets, or potentially an inability to fulfil lending commitments. This risk is inherent in all banking operations and can be affected by a range of institution-specific and market-wide events including, but not limited to, credit events, merger and acquisition activity, systemic shocks and natural disasters. The Group’s liquidity risk management has several components:

–

~~intra-day monitoring to maintain sufficient liquidity to meet all settlement obligations;~~

–

~~mismatch limits to control expected cash flows from maturing assets and liabilities;~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Risk factors~~

–

~~monitoring of undrawn lending commitments, overdrafts and contingent liabilities; and~~

–

~~diversification of liquidity sources by geography and provider.~~

During periods of market dislocation, such as those currently ongoing, the Group’s ability to manage liquidity requirements may be impacted by a reduction in the availability of wholesale term funding as well as an increase in the cost of raising wholesale funds. Asset sales, balance sheet reductions and the increasing costs of raising funding will affect the earnings of the Group.

In illiquid markets, the Group may decide to hold assets rather than securitising, syndicating or disposing of them. This could affect the Group’s ability to originate new loans or support other customer transactions as both capital and liquidity are consumed by existing or legacy assets.

The Group’s ~~liquidity~~market risk governance structure, management and measurement methodologies, ~~are~~together with an analysis of exposures to both traded and non-traded market risk is detailed in the ~~‘Liquidity Risk Management’~~‘Market risk management’ section on page ~~111~~94 and ~~the ‘Liquidity Risk’ note~~Note 48 to the financial statements on page ~~268.~~257. Further details relating to the Group’s pension risk is included in Note 30 on page 210.

Capital risk

Capital risk is the risk that the Group has insufficient capital resources to:

–

meet minimum regulatory ~~capital~~ requirements in the UK and in other jurisdictions such as the United States and South Africa where regulated activities are undertaken. The Group’s authority to operate as a bank is dependent upon the maintenance of adequate capital resources;

–

support its credit rating. A weaker credit rating would increase the Group’s cost of funds; and

–

support its growth and strategic options.

~~During periods of market dislocation, increasing~~Regulators assess the Group’s capital position and target levels of capital resources on an ongoing basis. Targets may ~~prove more difficult or costly. Regulators have also recently increased~~increase in the ~~Group’s~~future, and rules dictating the measurement of capital ~~targets and amended the way in~~may be adversely changed, which ~~capital targets are calculated and may further do so in future. This~~ would constrain the Group’s planned activities and contribute to adverse impacts on the Group’s earnings.

~~The~~ During periods of market dislocation, increasing the Group’s capital ~~management objectives~~resources in order to meet targets may prove more difficult or costly.

In December 2009 the Basel Committee on Banking Supervision issued a consultative document that outlined proposed changes to the definition of regulatory capital. These proposals are going through a period of consultation and ~~processes~~ are ~~detailed in~~expected to be introduced by the ~~‘Capital risk management’ section on page 114.~~beginning of 2013, with substantial transitional arrangements. While the proposals may significantly impact the capital resources and requirements of the Group, the Group maintains sufficient Balance Sheet flexibility to adapt accordingly.

~~Operational~~Liquidity risk

~~Operational~~Liquidity risk is the risk that the Group is unable to meet its obligations as they fall due as a result of ~~direct~~a sudden, and potentially protracted, increase in net cash outflows. Such outflows would deplete available cash resources for client lending, trading activities and investments. In extreme circumstances, lack of liquidity could result in reductions in balance sheet and sales of assets, or ~~indirect losses resulting from human factors, external events, and inadequate or failed internal processes and~~

~~systems. Operational risks are~~potentially an inability to fulfil lending commitments. This risk is inherent in all banking operations and can be affected by a range of institution-specific and market-wide events.


56

Risk management

Risk factors

continued

During periods of market dislocation the Group’s ~~operations~~ability to manage liquidity requirements may be impacted by a reduction in the availability of wholesale term funding as well as an increase in the cost of raising wholesale funds. Asset sales, balance sheet reductions and the increasing costs of raising funding may have a material effect on the earnings of the Group.

The FSA issued its policy document on ‘strengthening liquidity standards’ on 5th October 2009 detailing the requirements for liquidity governance to be in place by 1st December 2009, and the quantitative requirements for liquidity buffers, which will be in place from 1st June 2010, although with an extended transition period of ~~any large enterprise. Major sources~~several years to meet the expected standards.

In addition, the Basel Committee on Banking Supervision released a consultative document ‘International framework for liquidity risk measurement, standards and monitoring’ in December 2009. This included two new key liquidity metrics. A liquidity coverage ratio aimed at ensuring banks have sufficient unencumbered high quality assets to meet cash outflows in an acute short-term stress and a net stable funding ratio to promote longer-term structural funding of operational risk include operational process reliability, IT security, outsourcing of operations, dependence on key suppliers, implementation of strategic change, integration of acquisitions, fraud, human error, customer service quality, regulatory compliance, recruitment, trainingbank’s balance sheet and ~~retention of staff, and social and environmental impacts.~~capital market activities.

The Group’s ~~operational~~liquidity risk management and measurement methodologies are detailed in the ~~‘Operational risk management’~~‘Liquidity Risk Management’ section on page ~~117.~~102 and the ‘Liquidity Risk’ note to the financial statements on page 261.

Operations risk

Operations risk is the risk of losses from inadequate or failed internal processes and systems, caused by human error or external events. Operations risk has a broad scope and for that reason, the Group’s Risk Control Frameworks are defined at a more granular level within the overall Operations Principal Risk. These risks are transaction operations, new product development, premises, external suppliers, payments process and the management of information, data quality and records.

Financial crime risk

Financial crime risk is ~~a category of operational risk. It arises from~~ the risk that the Group ~~might fail to comply with financial crime legislation and industry laws on anti-money laundering or might suffer~~suffers losses as a result of internal orand external fraud or ~~might fail~~intentional damage, loss or harm to people, premises or moveable assets.

Technology risk

Technology is a key business enabler and requires an appropriate level of control to ensure that the ~~security~~most significant technology risks are effectively managed. Such risks include the non-availability of ~~personnel, physical premises~~IT systems, inadequate design and testing of new and changed IT solutions and inadequate IT system security. Data privacy issues are covered under Regulatory Risk and external supplier issues relating to technology are covered under Operations Risk.

People risk

People risk arises from failures of the ~~Group’s assets.~~

~~The Group’s financial crime management~~Group to manage its key risks as an employer, including lack of appropriate people resource, failure to manage performance and ~~processes are detailed in the ‘Financial crime risk management’ section on page 120.~~reward, unauthorised or inappropriate employee activity and failure to comply with employment related requirements.

Regulatory ~~compliance~~ risk

Regulatory ~~compliance~~ risk arises from a failure or inability to comply fully with the laws, regulations or codes applicable specifically to the financial ~~service~~services industry. Non-compliance could lead to fines, public reprimands, damage to reputation, increased prudential requirements, enforced suspension of operations or, in extreme cases, withdrawal of authorisations to operate.

In addition, the Group’s businesses and earnings can be affected by the fiscal or other policies and other actions of various governmental and regulatory authorities in the United Kingdom, the European Union (‘EU’), the United States, South Africa and elsewhere. All these are subject to change, particularly in ~~the current market~~an environment where recent developments in the global markets have led to an increase in the involvement of various governmental and regulatory authorities in the financial sector and in the operations of financial institutions. In particular, governmental and regulatory authorities in the United Kingdom, the United States and elsewhere are implementing measures to increase regulatory control in their respective banking sectors, including by imposing enhanced capital ~~requirements or by imposing conditions on direct capital injections~~ and ~~funding.~~liquidity requirements. Any future regulatory changes may potentially restrict the Group’s operations, mandate certain lending activity and impose other compliance costs. ~~It is uncertain how the more rigorous regulatory climate will impact financial institutions, including the Group.~~

~~Barclays~~

~~Annual Report 2008~~

Areas where changes could have an impact include:

–

the monetary, interest rate and other policies of central banks and regulatory authorities;

–

general changes in government or regulatory policy that may significantly influence investor decisions, in particular markets in which the Group operates;

–

general changes in ~~the~~ regulatory requirements, for example, prudential rules relating to the capital adequacy framework and rules designed to promote financial stability and increase depositor protection;

–

changes in competition and pricing environments;

–

further developments in the financial reporting environment;

–

differentiation amongst financial institutions by governments with respect to the extension of guarantees to customer deposits and the terms attaching to those guarantees; and

–

implementation of, or costs related to, local customer or depositor compensation or reimbursement schemes.

~~Two specific matters that directly impact the Group are the Banking Act 2009 and the Financial Services Compensation Scheme:~~

~~Banking Act 2009~~

On 21st February 2009, the Banking Act 2009 came into force which provides a permanent regime to allow the FSA, the UK Treasury and the Bank of England (the ‘Tripartite Authorities’) to resolve failing banks in the UK. The Banking Act aims to balance the need to protect depositors and prevent systemic failure with the potentially adverse consequences that using powers to deal with those events could have on private law rights, and, as a consequence, wider markets and investor confidence.

These powers, which apply regardless of any contractual restrictions, include: (a) power to issue share transfer orders pursuant to which there may be transferred to a commercial purchaser or Bank of England entity, all or some of the securities issued by a bank; the share transfer order can extend to a wide range of ‘securities’ including shares and bonds issued by a UK Bank (including Barclays Bank PLC) or its holding company (Barclays PLC) and warrants for such; and (b) the power to transfer all or some of the property, rights and liabilities of the UK bank to a purchaser or Bank of England entity. In certain circumstances encumbrances and trusts can be over-reached. Power also exists to over-ride any default provisions in transactions otherwise affected by these powers. Compensation may be payable in the context of both share transfer orders and property appropriation. In the case of share transfer orders any compensation

~~will be paid to the person who held the security immediately before the transfer, who may not be the encumbrancer.~~

The Banking Act also vests power in the Bank of England to over-ride, vary or impose contractual obligations between a UK bank or its holding company and its former group undertakings (as defined in the Banking Act), for reasonable consideration, in order to enable any transferee or successor bank of the UK bank to operate effectively. There is also power for the Treasury to amend the law (save for a provision made by or under the Banking Act) by order for the purpose of enabling it to use the special resolution regime powers effectively, potentially with retrospective effect.

~~Financial Services Compensation Scheme~~

The Financial Services Compensation Scheme (the ‘FSCS’) was created under the Financial Services and Markets Act 2000 and is the UK’s statutory fund of last resort for customers of authorised financial services firms. The FSCS can pay compensation to customers if a firm is unable, or likely to be unable, to pay claims against it. The FSCS is funded by levies on authorised UK firms such as Barclays Bank PLC. In the event that the FSCS raises funds from the authorised firms, raises those funds more frequently or significantly increases the levies to be paid by such firms, the associated costs to the Group may have a material impact on the Group’s results of operations and financial condition.

Further details of specific matters that impact the Group are included in the ~~‘Competition~~Supervision and ~~regulatory matters’ note~~Regulation section on page 117 and Note 36 to the financial statements on page ~~232.~~222.


				57

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Financial reporting risk

Financial reporting risk arises from a failure or inability to comply fully with the laws, regulations or codes in relation to the disclosure of financial information. Non-compliance could lead to fines, public reprimands, damage to reputation, enforced suspension of operations or, in extreme cases, withdrawal of authorisations to operate. Further details of the Group’s internal controls over financial reporting are included in the Accountability and Audit Section on page 162.

Legal risk

The Group is subject to a comprehensive range of legal obligations in all countries in which it operates. As a result, the Group is exposed to many forms of legal risk, which may arise in a number of ways. Primarily:

–

the Group’s business may not be conducted in accordance with applicable laws around the world;

–

contractual obligations may either not be enforceable as intended or may be enforced against the Group in an adverse way;

–

the intellectual property of the Group (such as its trade names) may not be adequately protected; and

–

the Group may be liable for damages to third parties harmed by the conduct of its business.

The Group faces risk where legal proceedings are brought against it. Regardless of whether such claims have merit, the outcome of legal proceedings is inherently uncertain and could result in financial loss.

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Risk factors~~

Defending legal proceedings can be expensive and time-consuming and there is no guarantee that all costs incurred will be recovered even if the Group is successful. Although the Group has processes and controls to manage legal risks, failure to manage these risks could impact the Group adversely, both financially and by reputation.

Further details of the Group’s legal proceedings are included in ~~the ‘Legal proceedings’ note~~Note 35 to the financial statements on page ~~231.~~

~~Insurance risk~~

~~Insurance risk is the risk that the Group will have to make higher than anticipated payments to settle claims arising from its long-term and short-term insurance businesses.~~

Further details of the Group’s insurance assets and liabilities, including a sensitivity analysis of insurance contract liabilities, are included in the ‘Insurance assets and liabilities’ note to the financial statements on page 213.

~~Business risk~~

The Group devotes substantial management and planning resources to the development of strategic plans for organic growth and identification of possible acquisitions, supported by substantial expenditure to generate growth in customer business. If these strategic plans are not delivered as anticipated, the Group’s earnings could grow more slowly or decline. In addition, potential sources of business risk include revenue volatility due to factors such as macroeconomic conditions, inflexible cost structures, uncompetitive products or pricing and structural inefficiencies.

~~Competition~~

The global financial services markets in which the Group operates are highly competitive. Innovative competition for corporate, institutional and retail clients and customers comes both from incumbent players and a steady stream of new market entrants, as well as recent consolidation among banking institutions in the United Kingdom, the United States and throughout Europe. The landscape is expected to remain highly competitive in all areas, which could adversely affect the Group’s profitability if the Group fails to retain and attract clients and customers.221.

~~Tax~~Taxation risk

The Group is subject to the tax laws in all countries in which it operates, including tax laws adopted at an EU level. A number of double taxation agreements entered between two countries also impact on the taxation of the Group. Tax risk is the risk associated with changes in tax law or in the interpretation of tax law. It also includes the risk of changes in tax rates and the risk of failure to comply with procedures required by tax authorities. Failure to manage tax risks could lead to an additional tax charge. It could also lead to a financial penalty for failure to comply with required tax procedures or other aspects of tax law. If, as a result of a particular tax risk materialising, the tax costs associated with particular transactions are greater than anticipated, it could affect the profitability of those transactions.

The Group takes a responsible and transparent approach to the management and control of its tax affairs and related tax ~~risk:~~risk, specifically:

–

tax risks are assessed as part of the Group’s formal governance processes and are reviewed by the Executive Committee, Group Finance Director and the Board Risk Committee;

–

the tax charge is also reviewed by the Board Audit Committee;

–

the tax risks of proposed transactions or new areas of business are fully considered before proceeding;

–

the Group takes appropriate advice from reputable professional firms;

–

the Group employs high-quality tax professionals and provides ongoing technical training;

–

the tax professionals understand and work closely with the different areas of the business;

–

the Group uses effective, well-documented and controlled processes to ensure compliance with tax disclosure and filing obligations; and

–

where disputes arise with tax authorities with regard to the interpretation and application of tax law, the Group is committed to addressing the matter promptly and resolving the matter with the tax authority in an open and constructive manner.

~~Barclays~~

~~Annual Report 2008~~

Risk management

Risk factors

continued

Other Risk Factors

In addition to the 13 Principal Risks, the Group’s high-level risk classification includes four other ‘Level 1’ risks. These risks are in general less amenable to formal quantification than the Principal Risks in terms of risk measurement or setting risk appetite. However, they retain the potential to impact the Group’s performance.

Strategic Risk

The Group devotes substantial management and planning resources to the development of strategic plans for organic growth and identification of possible acquisitions, supported by substantial expenditure to generate growth in customer business. If these strategic plans are not delivered as anticipated, the Group’s earnings could grow more slowly or decline. In addition, the Group’s strategy could be impacted by revenue volatility due to factors such as macroeconomic conditions, inflexible cost structures, uncompetitive products or pricing and structural inefficiencies.

Change risk

Change risk arises when the Group needs to make extensive changes to its operations. The cost of implementation projects may overrun, or they may fail to achieve their objectives. Examples of situations in which change risk arises include the integration of acquired businesses, significant business unit restructuring, changes in target operating models, the roll-out of new and potentially disruptive technologies, the introduction of a single currency such as the euro, and Group-wide projects to implement significant new regulation such as Basel II.

Corporate sustainability risk

Corporate sustainability risk arises from the failure to identify and manage the impact of business decisions and activities on the community and the environment, covering the following themes: customers and clients, inclusive banking, the environment, diversity and responsible global citizenship. For more information, see page 52.

Brand management risk

Barclays defines brand risk as the failure to manage the visual identity of Barclays brands in an effective manner. This is distinct from reputational impact (damage to the general brand/reputation of Barclays), which is a potential by-product of financial, strategic or operational risks.


		61		59

Risk management

Barclays ~~approach to~~ risk management strategy

~~This risk section outlines~~ Barclays ~~approach to~~has clear risk management ~~as exemplified by the application of the Group’s Principal Risks Policy, determination of its Risk Appetite~~objectives and ~~governance around its Risk Methodologies, which cover its processes, measurement techniques and controls. In addition, we set out summary information and disclosure on our portfolios and positions.~~

~~Barclays approach~~a well-established strategy to deliver them, through core risk management ~~involves a number of fundamental elements that drive our processes across the Group:~~

~~ThePrincipal Risks Policy~~ covers the Group’s main risk types, assigning responsibility for the management of specific risks, and setting out the requirements for control frameworks for all of the risk types. The individual control frameworks are reinforced by a robust system of review and challenge, and a governance process of aggregation and broad review by businesses and risk across the Group (page 65).processes.

~~The Group’sRisk Appetite~~ sets out the level of risk that the Board is willing to take in pursuit of its business objectives. This is expressed as the Group’s appetite for earnings volatility across all businesses from credit, market, and operational risk. It is calibrated against our broad financial targets, including income and impairment targets, dividend coverage and capital levels. It is prepared each year as part of the Group’s Medium-Term Planning process, and combines a top-down view of the Group’s risk capacity with a bottom-up view of the risk profile requested and recommended by each business. This entails making business plan adjustments as necessary to ensure that our Medium-Term Plan creates a risk profile that meets our Risk Appetite (page 65).

~~BarclaysRisk Methodologies~~ include systems that enable the Group to measure, aggregate and report risk for internal and regulatory purposes. As an example, our credit grading models produce Internal Ratings through internally derived estimates of default probabilities. These measurements are used by management in an extensive range of decisions, from credit grading, pricing and approval to portfolio management, economic capital allocation and capital adequacy processes (page 66).

Risk management is a fundamental part of Barclays business activity and an essential component of its planning process. To keep risk management at the centre of the executive agenda, it is embedded in the everyday management of the business.

~~Barclays ensures that it has the functional capacity to manage the risk in new and existing businesses.~~ At a strategic level, our risk management objectives are:

–

To identify the Group’s material ~~risks~~risks.

–

To formulate the Group’s Risk Appetite and ensure that business profile and plans are consistent with ~~risk appetite.~~it.

–

To optimise risk/return decisions by taking them as closely as possible to the business, while establishing strong and independent review and challenge structures.

–

To ensure that business growth plans are properly supported by effective risk infrastructure.

–

To manage risk profile to ensure that specific financial deliverables remain possible under a range of adverse business conditions.

–

To help executives improve the control and co-ordination of risk taking across the business.

~~In pursuit of these objectives, Group Risk breaks~~The Group’s strategy is to break down risk management into five discrete processes: direct, assess, control, report, and manage/~~challenge~~challenge. Each of these processes is broken down further, to establish end to end activities within the risk management process and the infrastructure needed to support it (see panel below).


~~Process~~		~~Activity~~Assigning responsibilities
~~Direct~~		~~– Understand the principal risks to achieving Group strategy.~~ ~~– Establish Risk Appetite.~~ ~~– Establish and communicate the risk management framework including responsibilities, authorities and key controls.~~



~~Assess~~		~~– Establish the process for identifying and analysing business-level risks.~~ ~~– Agree and implement measurement and reporting standards and methodologies.~~


~~Control~~		~~– Establish key control processes and practices, including limit structures, impairment allowance criteria and reporting requirements.~~ ~~– Monitor the operation of the controls and adherence to risk direction and limits.~~ ~~– Provide early warning of control or appetite breaches.~~ ~~– Ensure that risk management practices and conditions are appropriate for the business environment.~~




~~Report~~		~~– Interpret and report on risk exposures, concentrations and risk-taking outcomes.~~ ~~– Interpret and report on sensitivities and Key Risk Indicators.~~ ~~– Communicate with external parties.~~




~~Manage~~ ~~and~~ ~~Challenge~~		~~– Review and challenge all aspects of the Group’s risk profile.~~ ~~– Assess new risk-return opportunities.~~ ~~– Advise on optimising the Group’s risk profile.~~ ~~– Review and challenge risk management practices.~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Barclays approach to risk management~~

~~Organisation and structure~~

Responsibility for risk management resides at all levels within the Group, from the Board and the Executive Committee down through the organisation to each business manager and risk specialist. Barclays distributes these responsibilities so that risk/return decisions are taken at the most appropriate level; as close as possible to the business, and subject to robust and effective review and challenge.

~~Every business manager is accountable~~ The responsibilities for ~~managing~~effective review and challenges reside with senior managers, risk ~~in his or her business area; they must understand and control~~oversight committees, Barclays Internal Audit, the ~~key risks inherent in the business undertaken. Each business area also employs risk specialists to provide an~~ independent ~~control~~Group Risk function, and to support the development of a strong risk management environment. This functional approach to risk management is built on formal control processes that rely on individual responsibility and independent oversight, as well as challenge through peer reviews.

~~The Board approves Risk Appetite and~~ the Board Risk Committee and ultimately, the Board.

TheBoardis responsible for approving Risk Appetite, which is the level of risk the Group chooses to take in pursuit of its business objectives. At most of the Board’s scheduled meetings, the Chief Risk Officer presents a report summarising developments in the risk environment and performance trends in the key portfolios. The Board is also responsible for the Internal Control and Assurance Framework. It oversees the management of the most significant risks through the regular review of risk exposures and related key controls. Executive Management responsibilities relating to this are set via the Group’s Principal Risks Policy.

TheBoard Risk Committee (BRC)monitors the Group’s risk profile against ~~this~~the agreed appetite. ~~Business Heads~~Where actual performance differs from expectations, the actions being taken by management are ~~responsible~~reviewed to ensure that the BRC is comfortable with them. After each meeting, the Chair of the BRC prepares a report for the ~~identification and management~~next meeting of ~~risk in their businesses. The Group Risk Director, under delegated authority from~~ the ~~Group Chief Executive and Group Finance Director, has responsibility for ensuring effective risk management and control.~~

~~The Committees shown below receive regular and comprehensive reports. The~~Board. Barclays first established a separate Board Risk Committee in 1999 and all members are non-executive directors. The Finance Director and the Chief Risk Officer attend each meeting as a matter of course and the Chief Risk Officer has a dotted reporting line to the Chair. The BRC receives ~~quarterly~~regular and comprehensive reports on the Group’s risk profile, the key issues affecting each business portfolio, risk measurement methodologies and forward risk ~~trends (for further information on~~trends. The Committee also commissions in-depth analyses of significant risk topics, which are presented by the ~~membership and activities~~Chief Risk Officer or senior risk managers in the businesses. The Chair of the ~~Board~~ Committee prepares a statement each year on its activities (see page 141).

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Risk ~~Committee, see page 152).~~ management

Barclays risk management strategy

continued

TheBoard Audit Committeereceives quarterly reports on control issues of significance and a half-yearly review of the adequacy of impairment allowances, which it reviews relative to the risk inherent in the portfolios, the business environment, the Group’s policies and ~~regulatory reports.~~methodologies and the performance trends of peer banks. The Chair of the Board Audit Committee also sits on the Board Risk Committee. See page ~~163~~136 for additional details on the membership and activities of the Board Audit Committee. ~~Both~~

TheBoard HR and Remuneration Committeereceives advice from the Board Risk Committee on the management of remuneration risk, including advice on the setting of performance objectives in the context of incentive packages.

Summaries of the relevant business, professional and risk management experience of the Directors of the Board are given on pages 119 and 121. The terms of reference for each of the principal Board Committees are available from the Corporate Governance section at:www.aboutbarclays.com.

The Chief Risk Officer is a member of theExecutive Committeeand has overall day to day accountability for risk management under delegated authority from the Finance Director. The Finance Director must consult the Chairman of the Board Risk Committee in respect of the Chief Risk Officer’s performance appraisal and compensation as well as all appointments to or departures from the role.

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Note

The	governance structure will not change following the restructure of the Group announced in November 2009.


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The Chief Risk Officer manages the independent Group Risk function and chairs theGroup Risk Oversight Committee, which monitors the Group’s risk profile relative to established risk appetite. Reporting to the Chief Risk Officer, and working in the Group Risk function, are risk-type heads for: retail credit risk, wholesale credit risk, market risk, operational risk, financial crime risk and capital analytics. Along with their teams, the risk-type heads are responsible for establishing a Group-wide framework for risk control framework and oversight. These risk-type teams liaise with each business as part of the monitoring and management processes.

In addition, each business unit has an embedded risk management function, headed by a business risk director. Business risk directors and their teams are responsible for assisting business heads in the

identification and management of their business risk profiles and for implementing appropriate controls. These teams also assist Group Risk in the formulation of Group policies and their implementation across the businesses. The business risk directors report jointly to their respective business heads and to the Chief Risk Officer.

The risk type heads within the central Group Risk function and the business risk directors within the business units report to the Chief Risk Officer and are members of the Group Risk Oversight Committee.

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62

Risk management

Barclays risk management strategy

continued

Internal Auditis responsible for the independent review of risk management and the control environment. Its objective is to provide reliable, valued and timely assurance to the Board and ~~Audit Committees also receive reports dealing~~Executive Management over the effectiveness of controls, mitigating current and evolving high risks and in ~~more depth with specific issues relevant at~~so doing enhancing the ~~time. The proceedings of both Committees are reported to~~controls culture within the full Board, which also receives a concise quarterly risk report. Internal Audit supports both Committees by attendance and/or the provision of quarterly reports resulting from its work on governance, risk and control issues of significance.Group. The Board Audit Committee reviews and approves Internal Audit’s plans and resources, and evaluates the effectiveness of Internal Audit.

An assessment by external advisers is also carried out periodically.

In addition to the Committees shown in the chart, there is a Brand and Reputation Committee reviewing emerging issues with potentially significant reputational impact.

~~Governance structure at~~Risk management responsibilities are laid out in thePrincipal Risks Policy, which covers the categories of risk in which the Group ~~level~~has its most significant actual or potential risk exposures.

The Principal Risks Framework:

–

~~Barclays~~creates clear ownership and accountability;

~~Annual Report 2008~~

The Group Risk Director has overall day to day accountability for risk management. Reporting to the Group Risk Director are Group Risk Heads for Retail Credit Risk, Wholesale Credit Risk, Market Risk, Operational Risk, Financial Crime Risk and Capital Demand. Along with their teams, they are responsible for establishing a risk control framework and risk oversight at Group level. This core team liaises with each business as part of the monitoring and management processes.

Each business has an embedded risk management team reporting to a Business Risk Director who reports to the Group Risk Director. The risk management teams assist Group Risk in the formulation of Group Risk policy and its implementation across the businesses.

Business risk teams are responsible for assisting Business Heads in the identification and management of their business risk profiles and for implementing appropriate controls. The functional coverage of risk responsibilities is illustrated in the diagram below.

~~Internal Audit is responsible for the independent review of risk management and the control environment.~~

To support risk taking, Barclays has continued to strengthen the independent and specialised risk teams in each of its businesses, supported by matching teams at Group level, acting in both a consultancy and oversight capacity. As a prerequisite to business growth plans, it has made the recruitment, development and retention of risk professionals a priority.

–

~~Barclays~~

~~Annual Report 2008~~ensures the Group’s risk exposures are understood and managed in accordance with agreed risk appetite (for financial risks) and risk tolerances (for non-financial risks); and

~~Risk management~~

~~Barclays approach to risk management~~

~~Key elements~~

–

ensures regular reporting of both risk exposures and the operating effectiveness of controls.

~~Principal Risks~~

The Board is responsible for the Group Internal Control and Assurance Framework (‘GICAF’). As part of the GICAF, it approves the Principal Risks Policy, which sets out responsibilities for the management of the Group’s most significant risk exposures. The Board oversees the operating effectiveness of the Principal Risks Policy through the regular review of reports on the Group’s material risk exposures and controls.

~~The Group’s risk categorisation comprises 17 risk categories (‘Level 1’), 13 of which are known as Principal Risks.~~ Each Principal Risk is owned by a senior individual atwithin Barclays, known as the ~~Group level, who liaises with Principal Risk owners within Business Units and Group Centre Functions. The 17 risk categories are shown in the panel below.~~

~~Each Group~~ Principal Risk Owner ~~(‘GPRO’)~~(PRO) who is ~~responsible for setting minimum~~required to document, communicate and maintain a risk control framework which makes clear the mandated control requirements in managing that Principal Risk, for ~~their risk and for overseeing the risk and control performance~~every business across the ~~Group. Group~~firm.

These control requirements ~~(e.g. Group Policies/Processes/Committee oversight) for each of these risks~~ are ~~defined, in consultation with Business Units, and communicated and maintained by the GPRO.~~

Implementation of the control requirements for each Principal Risk provides each Business Unit or Group Centre Function with the foundation of its system of internal control for that particular risk. This will usually be built upon in more detail,given further specification, according to the ~~circumstances of each Business Unit,~~business unit or risk type, to provide a complete and appropriate system of internal control.

The specific controls for individual Principal Risks are supplemented by generic risk management requirements. These requirements are articulated as the Group’s Operational Risk Management Framework (see page 117) and include policies on:

–

~~Internal Risk Event Identification and Reporting~~

–

~~Risk and Control Assessment~~

–

~~Key Indicators~~

–

~~Key Risk Scenarios~~

Business ~~Unit~~unit and Group ~~Centre Function Heads~~centre heads are responsible for ~~maintaining~~obtaining ongoing assurance that the controls they have put in place to manage the risks to their business objectives are operating effectively. ~~They are required to undertake a formal six-monthly review of assurance information. These~~Six-monthly reviews support the regulatory requirement for the Group to make a statement about its system of internal ~~control~~controls (the ‘Turnbull’ statement), in the Annual Report and Accounts.

PROs report their assessments of the risk exposure and control effectiveness to Group-level oversight committees. Their assessments form the basis of the reports that go to the Board Risk Committee.

Setting and using Risk Appetite

Risk Appetite is the level of risk the ~~Board of Barclays~~Group chooses to take in pursuit of its ~~strategic objectives, recognising~~business objectives.

As part of the yearly planning process, we add up our estimated bad debts charges and ask ourselves if that potential level of credit loss is consistent with our strategy, with our business position, and with our capital.

The starting point is the total expected credit loss, assuming the base case economic forecast. To gain a ~~range~~more rounded understanding of ~~possible outcomes as business plans~~the risk, the Group estimates credit losses based on the kind of stressed conditions that can be expected to occur approximately once every seven years (moderate stress) and once every 25 years (severe stress). These potentially larger but increasingly less likely levels of loss are ~~implemented. Barclays framework, approved by~~illustrated in the Risk Appetite concepts chart below.

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Risk Appetite is prepared for the Board, ~~Risk Committee, combines a top-down view of its capacity to take risk with a bottom-up view~~as part of the ~~business risk profile requested and recommended by each business area.~~

~~To determine this acceptable level~~formal planning process. The Board requires credible plans that show the Executive is aware of risk ~~management estimates~~sensitivities and potential downside cases, and is investing capital into sustainable businesses over an economic cycle. The Chief Risk Officer leads the ~~potential earnings volatility from different businesses under various scenarios.~~

~~This annual setting of Risk Appetite considers~~discussion at the ~~Bank’s ability to support business growth, desired dividend payout levels~~Executive and ~~capital ratio targets.~~Board levels. If the projections entail too high a level of risk, management will challenge each area to find new ways to rebalance the business mix to incur less ~~risk on a diversified basis.~~overall risk. Performance against Risk Appetite is measured and reported to the Executive and Board regularly throughout the year.

As well as credit risk, the Risk Appetite framework also considers market and operational risks.

Barclays ~~believes that this framework enables it~~uses Risk Appetite to:

–

~~Improve~~improve management confidence and debate regarding our risk ~~and return characteristics across the business~~profile;

–

~~Meet growth targets within an overall risk appetite~~give executives greater control and ~~protect the Group’s performance~~co-ordination of risk-taking across businesses;

–

~~Improve management confidence and debate regarding our~~re-balance the risk profile of the medium-term plan to achieve a superior risk-return profile; and

–

~~Improve executive management control and co-ordination of risk-taking across businesses~~identify unused risk capacity.

There is a second element to Risk Appetite setting in Barclays: the extensive system ofMandate and Scalelimits, which are set by the independent Group Risk function, formally monitored each month and subject to Board-level oversight.

The framework operates through limits and triggers, which work in tandem with clearly defined lending criteria for specific sectors, industries and products, in order to maintain asset quality.

For example, in the UK mortgage business a series of explicit mandate and scale limits have kept the average loan to value of the portfolio at conservative levels, set an upper boundary on the proportion of buy-to-let customers, and set at ‘zero’ our appetite to offer self-certified mortgages.

In our commercial property finance portfolios, a comprehensive series of limits are in place to control exposure within each business and geographic market. To ensure that limits are aligned to the underlying risk characteristics, the Mandate and Scale limits differentiate between types of exposure. There are, for example, individual limits for property investment and property development and for senior and subordinated lending. Since the onset of the global economic downturn, these limits have been reduced significantly and the frequency of review has been increased.

Barclays uses the Mandate and Scale framework to:

–

limit concentration risk;

–

~~Identify unused risk capacity,~~keep business activities within Group and ~~thus highlight profitable opportunities.~~

~~The Risk Appetite framework considers credit, market and operational risk and is applied using two perspectives: ‘financial volatility’ and ‘mandate and scale’.~~

Financial Volatility is the level of potential deviation from expected financial performance that Barclays is prepared to sustain at relevant points on the risk profile. It is established with reference to the strategic objectives and to the business plans of the Group, including the achievement of annual financial targets, payment of dividends, funding of capital growth and maintenance of acceptable capital ratios and our credit rating. The portfolio is analysed in this way at four representative levels:

–

~~Expected performance (including the average credit losses based on measurements over many years)~~individual business mandate;

–

~~A level~~ensure activities remain of ~~loss that corresponds~~an appropriate scale relative to ~~moderate increases in market, credit or operational~~the underlying risk ~~from expected levels~~and reward; and

–

~~A more severe level of loss which~~ensure risk-taking is ~~much less likely~~supported by appropriate expertise and capabilities.

–

~~An extreme but highly improbable level~~As well as Group-level Mandate and Scale limits, further limits are set by risk managers within each business unit, covering particular portfolios. Taken as a whole, the Risk Appetite framework provides a basis for the allocation of ~~loss which is used to determine~~risk capacity across the ~~Group’s economic capital.~~Barclays Group.

These potentially larger but increasingly less likely levels of loss are illustrated in the Risk Appetite concepts chart below. The Mandate and Scale framework is a formal review and control of our business activities to ensure that they are within our mandate (i.e. aligned to the expectations of external stakeholders) and are of an appropriate scale (relative to the risk and reward of the underlying activities). Appropriate assurance is achieved by using limits and triggers to avoid concentrations and operational risks which could lead to unexpected losses of a scale that would result in a disproportionate fall in Barclays market capitalisation.

Taken as a whole, the Risk Appetite framework provides a basis for the allocation of risk capacity to each business. Since the level of loss at any given probability is dependent on the portfolio of exposures in each business, the statistical measurement for each key risk category gives the Group clearer sight and better control of risk-taking throughout the enterprise.

~~Barclays~~

~~Annual Report 2008~~

Risk management

Barclays risk management strategy

continued

~~Risk Methodologies~~Modelling risk

~~Fundamental~~Risk taking on any meaningful scale requires quantification. Barclays uses risk models in an extensive range of decisions, from credit grading, pricing and approval to portfolio management, risk appetite setting, economic capital allocation and regulatory capital calculations.

The key inputs into the delivery of the Group’s risk management objectives are a series of risk methodologies that allow it to measure, model, price, stress, aggregate, report and mitigate the risks that arise from its activities. Many of the most important processes relate to the internal ratings used in granting credit and are discussed separately on page 82. The specific methodologiesmodels used to ~~manage market~~quantify credit risk liquidity risk, capital risk and operational risk are also discussed in their corresponding sections. At a more general level, the Group’s approach to risk management can be illustrated through its use of stress testing and the controls around model governance.

~~Stress testing~~

As part of the annual stress testing process, Barclays estimates the impact of a severe economic downturn on the projected demand and supply of capital. This process enables the Group to assess whether it could meet its minimum regulatory capital requirements throughout a severe recession. The Risk Appetite numbers are validated by estimating the Group sensitivity to adverse changes in the business environment and to include operational events that impact the Group as a whole using stress testing and scenario analysis. For instance, changes in certain macroeconomic variables represent environmental stresses which may reveal systemic credit and market risk sensitivities in our retail and wholesale portfolios.

~~The recession scenarios considered incorporate changes in macroeconomic variables, including:~~are:

–

~~Weaker GDP, employment or property prices~~Probability of default (PD).

–

~~Lower equity prices~~Exposure at default (EAD).

–

~~Interest rate curve shifts~~Loss given default (LGD).

–

~~Commodity price movements~~

~~Such Group-wide stress tests allow senior management to gain~~These models are used in a ~~better understanding~~range of how portfolios are likely to react to changing economic and geopolitical conditions and how the Group can best prepare for and react to them. The stress test simulates the balance sheet and profit and loss effects of stressesapplications that measure credit risk across the ~~Group, investigating~~Group. For example, Barclays can assign an expected loss over the ~~impact on profits~~next 12 months to each customer by multiplying these three factors. We calculateprobability of default(PD) by assessing the credit quality of borrowers and other counterparties. For the ~~ability~~sake of illustration, suppose a customer has a 0.5% probability of defaulting over a 12-month period. Theexposure at default(EAD) is our estimate of what the outstanding balance will be, if the customer does default. Supposing the current balance is £1,000, our models might predict a rise to maintain appropriate capital ratios. Insights gained are fully integrated into the senior management process and the Risk Appetite framework. This process of analysis and senior management oversight also provides the basis for fulfilling the stress testing requirements of Basel II.

~~Group-wide stress testing is only one of a number of stress test analyses that are performed as~~£1,200 by then. Should customers default, some part of the ~~wider risk management process. Specific stress test analysis~~exposure is ~~used across all risk types~~usually recovered. The part that is not recovered, together with the economic costs associated with the recovery process, comprise theloss given default(LGD), which is expressed as a percentage of EAD. Supposing the LGD in this case is estimated to ~~gain a better understanding of~~be 30%, the risk profile and the potential effects of changes in external factors. These stress tests are performed at a range of different levels, from analysis covering specific stresses on individual sub-portfolios (e.g. the impact of higher unemployment on the US cards portfolio) to regularly assessed stress scenarios (such as the effect of a sudden rise in global interest rates on Barclays Capital’s market exposures).

~~Model Governance~~expected loss for this customer is: 0.5% x £1,200 x 30% or £1.80.

~~Barclays~~The Group has ~~a large number~~an extensive range of models in ~~place across the Group,~~use, covering ~~all~~estimations of PD, EAD, LGD as well as many other types of risk ~~types.~~besides credit risk. The models are developed and owned by each business unit and used to measure risk in their portfolios. To minimise the risk of loss through model failure, athe Group Model Risk Policy (GMRP) ~~has been~~was developed. ~~This has been extensively~~It is managed by the independent Group Risk function and was reviewed and ~~enhanced~~expanded during ~~the course of 2008.~~2009.

The GMRP helps reduce the potential for model failure by setting Group-wide minimum standards ~~around~~for the model development and implementation process. The ~~Policy~~GMRP also sets the Group governance processes for all

models, which allows model performance and risk to be monitored, and seeks to identify and escalate any potential problems at an early stage.

To ~~help~~ ensure that ~~sufficient~~the governance process is effective, and that management time is ~~spent~~focused on the more material models, each model is provided with a materiality rating. The GMRP defines the materiality ranges for all model ~~types. The materiality ranges are~~types, based on an assessment of the impact to the Group in the event of a model error. The final level of model sign-off is based on materiality, ~~affects~~with all of a business unit’s models initially being approved in business unit committees. The more material models are also approved at the ~~approval~~Group-level Material Models Technical Committee, and ~~reporting level for each model, with~~ the most material models ~~being approved~~require further approval by the Executive Models Committee, a ~~technical~~ sub-committee of Group Executive Committee.

This process ensures that the most significant models are subject to the most rigorous review, and that senior management have a good understanding of the most material models in the Group. Although the final level of model sign-off will vary, depending on model materiality, the standards ~~of model build, implementation, monitoring and maintenance~~required by the GMRP do not change with the materiality level.

~~Documentation~~The GMRP also sets detailed standards that a model must meet during development and subsequent use. For new models, documentation must be sufficiently detailed to allow an expert to understand all ~~appropriate~~ aspects of model ~~development.~~development such that they could reproduce the model. It must include a description of the data used for model development, the methodology used (and the rationale for choosing such a methodology), a description of any assumptions made, as well as details of ~~where~~ the ~~model works well~~strengths and ~~areas that are known model weaknesses.~~weaknesses of the model.

All new models are subject to a validation and independent review ~~process~~ before ~~the model~~they can be ~~signed-off~~signed off for implementation. The model validation exercise must demonstrate that the model is fit for purpose and provides accurate estimates. The independent review ~~process will also ensure that all aspects of the model development process have been performed in a suitable manner.~~

~~The initial sign-off process~~ ensures that the model ~~is technically fit for purpose~~development has followed a robust process and that the standards of the GMRP have been met, as well as ensuring that the model satisfies ~~the~~ business ~~requirements~~ and ~~all the relevant~~ regulatory requirements. ~~As detailed above,~~In addition, the ~~process~~most material models are subject to independent review by Group Risk. Once implemented, all models are subject to post-implementation review. This confirms that the model has been implemented correctly and behaves as predicted.

The GMRP also sets the requirements for ~~model sign-off is based on materiality, with all of a business unit’s models at least initially being approved in business-led committees,~~ongoing performance monitoring and ~~Group involvement increasing as~~ the ~~models become more material.~~

annual review process. Once implemented, all models within the Group are subject to ongoing performance monitoring to ensure that any deficiencies are identified early, and that remedial action can be taken before the decision-making process is affected. As part of this process,

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model owners set performance triggers and define appropriate actions for their models in the event that a trigger level is breached.

In addition to regular monitoring, models are subject to an annual validation process to ensure that they ~~are performing~~will continue to perform as expected, and that assumptions used in model development are still appropriate. In line with initial sign-off requirements, annual validations are also formally reviewed at the appropriate technical committee.

In addition to annual validation, models are subject to quarterly performance monitoring. Model performance monitoring ensures that deficiencies are identified early, and that remedial action can be taken before the deficiency becomes serious enough to affect the decision-making process. As part of this process, model owners set performance triggers and define appropriate actions for their models in the event of breaches.

Externally developed models are subject to the same governance standards as internal models, and must be initially approved for use following the validation and independent review process. External models are also subject to the same standards for ongoing monitoring and annual validation requirements.

Within Barclays Capital, where models are used to value positions within the trading book, the positions are subject to regular independent price testing which covers all trading positions. Prices are compared towith direct external market data where possible. When this is not possible, more analytic techniques are used, such as industry consensus pricing services. These services enable ~~Barclays~~peer banks to ~~anonymously~~ compare structured products and model-input parameters ~~with those of other banks engaged in the trading of the same financial products.~~on an anonymous basis. The conclusions and any exceptions to this exercise are communicated to senior levels of business management.

Externally developed models are subject to the same governance standards as internal models, and ~~infrastructure management.~~must be approved for use following the validation and independent review process. External models are also subject to the same standards for ongoing monitoring and annual validation requirements.

Stress testing

A fundamental duty of risk management is to ensure that organisations do not neglect to prepare for the worst event as they plan for success. Stress testing helps Barclays to understand how its portfolios would react if business conditions became significantly more challenging. We generate specific forward-looking scenarios and analyse how well our profitability would hold up, whether our levels of capital would be adequate and what managers could do ahead of time to mitigate the risk.

Stress tests capture a wide range of macroeconomic variables that are relevant to the current environment, such as:

–

GDP;

–

unemployment;

–

asset prices; and

–

interest rates.

The Board Risk Committee agrees the range of scenarios to be tested and the independent Group Risk function co-ordinates the process, using bottom-up analysis performed by the businesses. The results of the stress tests are presented to the Executive Committee, the Board Risk Committee, the Strategy Board and the UK Financial Services Authority (FSA).

In 2009, the range of stress scenarios included the stress test set out by the FSA as part of its assessment of the Group’s resilience to stressed credit risk, market risk and economic conditions over a five-year period. This stress scenario took into account a wide range of factors, including:

–

the Group’s revenue generation potential given stressed GDP and interest rates assumptions;

–

the probability of default and possible losses given default within its loan book; and

–

possible declines in the market value of assets held in the trading books.

Following this work and discussion with the FSA, the Group was able to confirm that its capital position and resources, after exposure to the stress, were expected to continue to meet the FSA’s capital requirements.

Barclays uses stress testing techniques at Group, portfolio and product level and across a range of risk types. For example, portfolio management in the US cards business employs stressed assumptions of unemployment to determine profitability hurdles for new accounts. And in the UK mortgage business, affordability thresholds incorporate stressed estimates of interest rates.

In the Investment Banking division, global scenario testing is used to gauge potential losses that could arise in conditions of extreme market stress. Stress testing is also conducted on our positions in particular asset classes, including interest rates, commodities, equities, credit and foreign exchange.

Further details of the Group’s stress testing relating to liquidity risk is set out on page 102.

~~Barclays~~

~~Annual Report 2008~~

Risk management

Credit risk management

Credit risk is the risk of suffering financial loss should any of the Group’s customers, clients or market counterparties fail to fulfil their contractual obligations to the Group.

The granting of credit is one of the Group’s major sources of income and, as ~~its~~the most significant risk, the Group dedicates considerable resources to controlling it. ~~The importance of credit risk is illustrated by noting that almost two-thirds of risk-based economic capital is allocated to credit risk.~~

The credit risk that the Group faces arises mainly from wholesale and retail loans and ~~advances.~~advances together with the counterparty credit risk arising from derivative contracts entered into with our clients.

Barclays is also exposed to other credit risks arising from its trading activities, including debt securities, ~~derivatives,~~ settlement balances with market counterparties, available for sale assets and reverse repurchase loans.

In managing credit risk, the Group applies the five-step risk management ~~process and internal control framework. Specific credit~~process. Credit risk management objectives are:

–

To ~~gain~~establish a ~~clear and accurate understanding and assessment~~framework of controls to ensure credit risk-taking is based on sound credit risk management principles.

–

To identify, assess and measure credit risk clearly and accurately across the Group and within each separate business, from the level of individual facilities up to the total portfolio.

–

To control and plan ~~the taking of~~ credit ~~risk, ensuring it is coherently priced across the business~~risk-taking in line with external stakeholder expectations and avoiding undesirable concentrations.

–

To ~~support strategic growth and decision-making based on sound~~monitor credit risk ~~management principles~~ and ~~a proactive approach~~adherence to ~~identifying and measuring new risks.~~

–

~~To ensure a robust framework for the creation, use and ongoing monitoring of the Group’s credit risk measurement models.~~agreed controls.

–

To ensure that ~~our balance sheet reflects the value of our assets in accordance with accounting principles.~~risk-reward objectives are met.

In the review of Barclays credit risk management that follows, we first explain how the Group meets its credit risk management objectives through its organisation, structure and governance, ~~its~~ measurement, reporting and system of internal ~~ratings and its mechanisms for credit risk mitigation.~~ratings.

We then provide a summary of the Group’s total assets, including the asset types which give rise to credit risk and counterparty credit risk, namely: loans and advances, debt securities and derivatives.

On pages 7668 to ~~89,~~79, we set out a detailed analysis of the Group’s loans and advances across a number of asset classes and businesses referencing significant portfolios and including summary measures of asset quality.

We ~~next~~ provide disclosures and analyses of the credit risk profiles of these asset categories, beginning with Barclays Capital’s credit market exposures by asset class, covering current exposures, losses during ~~2008,~~2009, sales and paydowns, foreign exchange movements and, where appropriate, details of collateral held, geographic spread, vintage and credit quality. These are given on pages 9381 to ~~105.~~90.

Finally, additional analysis of debt securities and derivatives ~~can be found~~is provided on pages ~~90 and~~ 91 to ~~92.~~93.


		~~Barclays~~ ~~Annual Report 2008~~				67

~~Risk management~~

~~Credit risk management~~

Organisation and structure

Barclays has structured the responsibilities of credit risk management so that decisions are taken as close as possible to the business, whilst ensuring robust review and challenge of performance, risk infrastructure and strategic plans.

The credit risk management teams in each business are accountable to the ~~Business Risk Directors~~business risk directors in those businesses who, in turn, report to the heads of their businesses and also to the Chief Risk ~~Director. These~~Officer.

The role of the Group Risk function is to provide Group-wide direction, oversight and challenge of credit risk-taking. Group Risk sets the Credit Risk Control Framework, which provides a structure within which credit risk ~~management teams assist~~is managed together with supporting Group Credit Risk Policies.

Group Credit Risk Policies currently in ~~the formulation of Group Risk policy and its implementation across the businesses. Examples~~force include:

–

~~maximum exposure guidelines~~Maximum Exposure Guidelines to limit the exposures to an individual customer or ~~counterparty~~counterparty;

–

~~country~~Country risk policies to specify ~~risk appetite~~Risk Appetite by country and avoid excessive concentration of credit risk in individual ~~countries~~countries;

–

~~policies~~Aggregation policy to ~~limit lending to certain industrial sectors~~set out the circumstances in which counterparties should be grouped together for credit risk purposes;

–

~~underwriting criteria~~Expected loss policies to set out the Group approaches for ~~personal loans and maximum loan-to-value ratios~~the calculation of expected loss, i.e. Group measure of anticipated loss for ~~home loans~~exposures;

~~Within~~

–

Repayment plans policy for setting the standards for repayment plans and restructures within retail portfolios; and

–

Impairment and provisioning policies to ensure that measurement of impairment accurately reflects incurred losses and that clear governance procedures are in place for the calculation and approval of impairment allowances.

The largest credit exposures are approved at the Group ~~Risk, the Credit Risk function provides Group-wide direction of credit risk-taking. This functional team manages the resolution of all significant credit policy issues and runs the~~ Credit Committee which is managed by Group Risk. Group Risk also manages and approves ~~major~~the Mandate and Scale limits and triggers which mitigate concentration risk and define appetite in risk sensitive areas of the portfolio such as commercial property finance (see page 63).

Group Risk also provides technical support, review and validation of credit ~~decisions.~~risk measurement models across the Group.

The principal Committees that review credit risk management, ~~formulate~~approve overall Group credit policy and resolve all significant credit policy issues are the Board Risk Committee, the Group Risk Oversight Committee, the Wholesale Credit Risk Management Committee and the ~~Group~~ Retail Credit Risk Management Committee. Senior Group and business risk management are represented on the Group Risk Oversight Committee, the Wholesale Credit Risk ~~Oversight~~

Management Committee and the ~~Board~~Retail Credit Risk Management Committee. ~~The Board Audit Committee also reviews the impairment allowance as part of financial reporting.~~

~~The Group~~On a semi-annual basis, the Credit Risk Impairment Committee ~~(GCRIC), on a semi-annual basis,~~(CRIC) obtains assurance on behalf of the Group that all businesses are recognising impairment in their portfolios accurately, ~~and~~ promptly ~~in their recommendations~~ and in accordance with policy, accounting standards and established governance.

~~GCRIC exercises the authority of the Group Risk Director, as delegated by the Group Chief Executive, and~~CRIC is chaired by ~~Barclays~~the Credit Risk ~~Director. GCRIC~~Director and reviews the movements to impairment in the businesses, including those already agreed at Credit Committee, as well as ~~Potential Credit Risk Loans,~~potential credit risk loans, loan loss rates, asset quality metrics and ~~Risk Tendency.~~impairment coverage ratios.

~~These committees are supported by a number of Group policies including:~~

–

~~Group Retail and Wholesale Impairment and Provisioning Policies~~

–

~~Group Retail and Wholesale Expected Loss Policies~~

–

~~Group Model Policy~~

~~GCRIC~~CRIC makes twice-yearly recommendations to the Board Audit

Committee on the adequacy of Group impairment allowances. Impairment allowances are reviewed relative to the risk in the portfolio, business and economic trends, current policies and methodologies, and our position ~~against~~relative to peer banks.

~~GCRIC has delegated the detailed review of loan impairment in the businesses to the Retail and Wholesale Credit Risk Management Committees.~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~ LOGO

~~Credit risk management~~

Measurement ~~reporting~~ and internal ratings

The principal objective of credit risk measurement is to produce the most accurate possible quantitative assessment of the credit risk to which the Group is exposed, from the level of individual facilities up to the total portfolio. Integral to this is the calculation of internal ratings, which are used in numerous aspects of credit risk management and in the calculation of regulatory and economic capital. The key building blocks inof this ~~quantitative assessment~~process are:

–

Probability of default (PD).

–

Exposure ~~in the event of~~at default (EAD).

–

Loss given default (LGD)

Barclays first began to use internal estimates of PD in its main businesses in the 1990s. Internally derived estimates for PD, EAD and LGD have since been used in our major risk decision-making processes, enabling the application of coherent risk measurement across all credit exposures, retail and wholesale.

With the advent of the Basel II accord on banking, Barclays has been given permission to use internal rating models as an input to its regulatory capital calculations. In preparation, Barclays spent considerable time developing and upgrading a number of such models across the Group, moving towards compliance with the Basel II advanced internal ratings based approach. As part of this process, all Basel credit risk models have been assessed against the Basel II minimum requirements prior to model sign-off to ensure that they are fit to be used for regulatory purposes.

~~Applications of internal ratings~~

The three components described above – the PD, EAD and LGD – are building blocks used in a variety of applications that measure credit risk across the entire portfolio. These parameters can be calculated incorporating different aspects of the credit cycle into the estimates:

–

PD estimates can be calculated on a through-the-cycle (TTC) basis, reflecting the predicted default frequency in an average 12 month period across the credit cycle, or on a point-in-time (PIT) basis, reflecting the predicted default frequency in the next 12 months.

–

LGD and EAD estimates can be calculated as downturn measures, reflecting behaviour observed under stressed economic conditions, or as business-as-usual (BAU) measures, reflecting best modelled behaviour under actual conditions.

These parameters, in suitable combination, are used in a wide range of credit risk measurement and management and as our understanding and experience have developed, we have extended the use and sophistication of internal ratings into the following:

–

Credit Approval: PD models are used in the approval process in both retail and wholesale portfolios. In high-volume retail portfolios, application and behaviour scorecards are frequently used as decision-making tools. In wholesale and some retail mortgage portfolios, PD models are used to direct applications to different credit sanctioning levels, so that credit risks are reviewed at appropriate levels.

–

Credit Grading: originally introduced in the early 1990s to provide a common measure of risk across the Group using an eight point rating scale; wholesale credit grading now employs a 21 point scale of default probabilities.

–

~~Risk-Reward and Pricing: PD, EAD and LGD metrics are used to assess profitability of deals and portfolios and to allow for risk-adjusted pricing and strategy decisions.~~

–

~~Risk Appetite: measures of expected loss and the potential volatility of loss are used in the Group’s Risk Appetite framework (see page 65)~~.

–

~~IAS 39: many of our collective impairment estimates incorporate the use of our PD and LGD models, adjusted as necessary.~~

–

~~Collections and Recoveries: model outputs are frequently used to segment portfolios allowing for suitably prioritised collections and recoveries strategies in retail portfolios.~~

–

Economic capital (EC) allocation: most EC calculations use the same PD and EAD inputs as the regulatory capital (RC) process. The process also uses the same underlying LGD model outputs as the RC calculation, but does not incorporate the same economic downturn adjustment used in RC calculations.

–

~~Risk management information: Group Risk and the business units generate risk reports to inform senior management on issues such as the business performance, Risk Appetite and consumption of EC.~~

~~Calculation of internal ratings~~

To calculateprobability of default (PD), Barclays assesses the credit quality of borrowers and other counterparties and assigns them an internal risk rating. Multiple rating methodologies may be used to inform the overall rating decision on individual large credits, such as internal and external models, rating agency ratings, and, for wholesale assets, market information such as credit spreads. For smaller credits, a single source may suffice such as the result from an internal rating model. Barclays recognises the need for

~~Barclays~~

~~Annual Report 2008~~

two different expressions of PD depending on the purpose for which it is used. For the purposes of calculating regulatory and economic capital, long-run average through-the-cycle (TTC) PDs are required. However, for the purposes of pricing, PDs should represent the best estimate of probability of default ~~typically in the next 12 months, dependent on~~given the current position in the credit cycle. Hence, point-in-time (PIT) PDs are also required.

Each PD model outputs ~~a point-in-time (PIT), through-the-cycle (TTC)~~an estimate of default probability that is PIT, TTC or a hybrid ~~e.g.~~(e.g. a 50:50 ~~blend, default estimate. Conversion~~blend). Bespoke conversion techniques, appropriate to the portfolio in question, are then applied to ~~calculate both~~convert the model output to pure PIT and TTC PD estimates. ~~Industry~~In deriving the appropriate conversion, industry and location of the counterparty and an understanding of the current and long-term credit conditions are ~~considered in deriving the appropriate conversion. Two ratings are therefore recorded for each client, the~~considered. Both PIT and the TTC ~~estimates.~~PD estimates are recorded for each client.

Within Barclays, the calculation of internal ~~rating system also differentiates~~ratings differs between wholesale and retail customers. For wholesale portfolios, the rating system is constructed to ensure that ~~each~~a client receives the same rating ~~independent~~regardless of the part of the business with which ~~they are~~it is dealing. To achieve this, a model hierarchy is adopted which requires users to adopt a specific approach to rating each counterparty depending upon the nature of the business and its location.

A range of methods ~~is approved~~are utilised for estimating wholesale counterparty PDs. These include bespoke grading models developed within the ~~Barclays~~ Group ~~(Internal Models)~~(internal models), vendor models such as MKMV Credit Edge and RiskCalc, and a conversion of external alphabet ratings from either S&P, Moody’s or Fitch. Retail models, especially those used for capital purposes, are almost exclusively built internally using Barclays ~~data, although in some~~data. In many cases bureau data is used to complement internal data and in rare cases models ~~may be~~developed by the credit bureau themselves are used in conjunction with ~~these~~internal models. In addition, in some low data/low default environments, external developments may also be ~~utilised for decision-making purposes.~~utilised.

A key element of the Barclays ~~Wholesale~~wholesale framework is the ~~probability of default distribution, which maps PDs into internal grades both for PIT (default grades) and TTC (TTC band) purposes.~~PD Masterscale (see below). This scale has been developed to ~~record~~distinguish meaningful differences in the probability of default risk ~~at meaningful levels~~ throughout the risk range. In contrast to wholesale businesses, retail areas ~~do not~~rarely bucket exposures into generic grades for account management purposes (although they may be used for reporting purposes). Instead, accounts are managed ~~either~~ at a more granular ~~level or based on~~and bespoke ~~segmentations.~~level.

Exposure at default (EAD) represents the expected level of usage of the credit facility ~~when~~should default ~~occurs.~~occur. At the point of default, the customer ~~may not have drawn~~exposure can vary from the ~~loan fully or may already have repaid some~~current position due to the combined effects of ~~the~~additional drawings, repayment of principal

Barclays probability of default grades (wholesale)
DG/TTC      Default Probability
Band      >=Min      Mid    <Max
1
     0.00%      0.010%    0.02%
2
     0.02%      0.025%    0.03%
3
     0.03%      0.040%    0.05%
4
     0.05%      0.075%    0.10%
5
     0.10%      0.125%    0.15%
6
     0.15%      0.175%    0.20%
7
     0.20%      0.225%    0.25%
8
     0.25%      0.275%    0.30%
9
     0.30%      0.350%    0.40%
10
     0.40%      0.450%    0.50%
11
     0.50%      0.550%    0.60%
12
     0.60%      0.900%    1.20%
13
     1.20%      1.375%    1.55%
14
     1.55%      1.850%    2.15%
15
     2.15%      2.600%    3.05%
16
     3.05%      3.750%    4.45%
17
     4.45%      5.400%    6.35%
18
     6.35%      7.500%    8.65%
19
     8.65%      10.000%    11.35%
20
     11.35%      15.000%    18.65%
21
     18.65%      30.000%    100.00%

~~so that exposure is typically less than the approved loan limit. When the Group evaluates loans, it takes exposure at default into consideration, using its extensive~~ and interest and fees. EAD parameters are all derived from internal estimates and are determined from internal historical ~~experience. It recognises that customers may make heavier than average usage of their facilities as they approach default.~~behaviour. The lower bound of EAD for regulatory capital purposes is the ~~actual outstanding~~current balance at calculation of EAD. For derivative instruments, exposure in the event of default is the estimated cost of replacing contracts with a positive value should counterparties fail to perform their obligations.

~~When~~Should a customer ~~defaults,~~default, some part of the ~~amount outstanding on the loan~~exposure is usually recovered. The part that is not recovered, the actual loss, together with the economic costs associated with the recovery process, comprise theloss given default(LGD), which is expressed as a percentage of EAD. ~~Using historical information, the~~The Group estimates ~~how much is likely to be lost, on~~an average LGD for ~~various types~~each type of ~~loans in the event of default.~~

exposure using historical information. The level of LGD depends principally on: the type of collateral (if any); the seniority or subordination of the exposure; the industry in which the customer operates (if a business); the length of time taken for the recovery process and the timing of all associated cash flows; and the jurisdiction applicable and work-out expenses. The outcome is also dependent on economic conditions that may determine, for example, the prices that can be realised for assets, whether a business can readily be refinanced or the availability of a repayment source for personal customers.

~~The ratings process~~

~~The term ‘internal ratings’ usually refers to internally calculated estimates~~ For the purposes of ~~PD. These ratings are combined with EAD and LGD in the range of applications described previously. The ‘ratings process’ refers~~regulatory capital an adjustment is made to the ~~use of PD, EAD and~~modelled LGD across the Group. In Barclays, the rating process is defined by each business. For central government and banks, institutions and corporate customers many of the models used in the rating process are shared across businesses as the models are customer specific. For retail exposures, the ratings models are usually unique to ~~the business and product type e.g. mortgages, credit cards, and consumer loans.~~

~~Wholesale Approaches~~

~~A bespoke model has been built for PD and LGD forSovereign~~ ratings. For Sovereigns where there is no externally available rating, we use an internally developed PD scorecard. The scorecard has been developed using historic data on Sovereigns from an external data provider covering a wide range of qualitative and quantitative information. Our LGD model is based on resolved recoveries in the public domain, with a significant element of conservatism added to compensateaccount for the ~~small sample size.~~increased losses experienced under downturn conditions, giving a ‘downturn LGD’.


Barclays PD Masterscale
Default grade/ TTC Band	Default Probability
Default grade/ TTC Band	>=Min	Mid	<Max
1	0.00%	0.010%	0.02%
2	0.02%	0.025%	0.03%
3	0.03%	0.040%	0.05%
4	0.05%	0.075%	0.10%
5	0.10%	0.125%	0.15%
6	0.15%	0.175%	0.20%
7	0.20%	0.225%	0.25%
8	0.25%	0.275%	0.30%
9	0.30%	0.350%	0.40%
10	0.40%	0.450%	0.50%
11	0.50%	0.550%	0.60%
12	0.60%	0.900%	1.20%
13	1.20%	1.375%	1.55%
14	1.55%	1.850%	2.15%
15	2.15%	2.600%	3.05%
16	3.05%	3.750%	4.45%
17	4.45%	5.400%	6.35%
18	6.35%	7.500%	8.65%
19	8.65%	10.000%	11.35%
20	11.35%	15.000%	18.65%
21	18.65%	30.000%	100.00%

70 68

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Credit risk management~~

~~Measurement, reporting and internal ratings~~

~~To construct ratings forinstitutions, corporates, specialised lending and purchased corporate receivables~~ ~~andequity~~ exposures, we use external models, rating agencies and internally constructed models. The applicability of each of these approaches to our customers has been validated by us to internal rating standards. The data used in validating these primary indicators are representative of the population of the bank’s actual obligors and exposures and its long-term experience.

~~Internally built PD models are also widely used. We employ a range of methods in the construction of these models. The basic types of PD modelling approaches used are:~~

–

~~Structural~~

–

~~Expert lender~~

–

~~Statistical~~

Structural models incorporate in their specification the elements of the industry-accepted Merton framework to identify the distance to default for a counterparty. This relies upon the modeller having access to specific time series data or data proxies for the portfolio. Data samples used to build and validate these models are typically constructed by adding together data sets from internal default observations with comparable externally obtained data sets from commercial providers such as rating agencies and industry gathering consortia.

Expert lender models are used for parts of the portfolio where the risk drivers are specific to a particular counterparty, but where there is insufficient data to support the construction of a statistical model. These models utilise the knowledge of credit experts that have in depth experience of the specific customer type being modelled.

For any of the portfolios where we have a low number of default observations we adopt specific rules to ensure that the calibration of the model meets the Basel II and FSA criteria for conservatism. We have developed our own internal policy which describes specific criteria for the use of parametric and non-parametric low default portfolio calibration techniques.

Statistical models such as behavioural and application scorecards are used for our high volume portfolios such as Small/Medium Enterprises (SME). The model builds typically incorporate the use of large amounts of internal data, combined with supplemental data from external data suppliers. Where external data is sourced to validate or enhance internally-held data as part of the risk assessment process or to support model development and BAU operation, a similar approach is adopted towards ensuring data quality to that applied to the management of internal data. This entails adherence to the Group’s procurement and supplier management process, including the agreement of specifications and service level agreements.

In wholesale portfolios the main approaches to calculate LGD aim to establish the affects of drivers (including industry, collateral coverage, recovery periods, seniority and costs) by looking at Barclays historical experience, supplemented with other external information where necessary. Estimates built using historical information are reviewed to establish whether they can be expected to be representative of future loss rates, and adjusted if necessary.

~~In a similar fashion, wholesale EAD models estimate the potential utilisation of headroom based on historical information also considering the future outlook of client behaviour.~~

Typically, modellers do not manipulate external data before using it as input to the model estimation or validation procedure. Changes required in the estimation and validation process are documented in the model build papers.

~~For all the above asset classes we use the Basel II definition of default, utilising the 90 day past due criteria as the final trigger of default.~~

~~Derivative counterparty credit risk measurement~~

The magnitude of trading exposure is determined by considering the current mark to market of the contract, the historic volatility of the underlying asset and the time to maturity. This allows calculation of a credit equivalent exposure (CEE) for such exposures using a stochastic method and a 98% confidence level.

~~Retail Approaches~~

~~Ourretail~~ banking operations have long and extensive experience of using credit models in assessing and managing risk in their businesses and as a result models play an integral role in customer approval and management processes.

~~Models used include PD models, mostly in the form of application and behavioural scorecards, as well as LGD and EAD models.~~

Application scorecards are derived from the historically observed performance of new clients. They are built using customer demographic and financial information, supplemented by credit bureau information where available. Through statistical techniques, the relationship between these candidate variables and the default marker is quantified to produce output scores reflecting a PD. These scores are used primarily for new customer decisioning but are, in some cases, also used to allocate PDs to new customers for the purposes of capital calculation.

Behavioural scorecards are derived from the historically observed performance of existing clients as well as being supplemented by the same data as is used for application scoring, including the use of bureau data. The techniques used to derive the output are the same as for application scoring. The output scores are used for existing customer management activities as well as for allocating PDs to existing customers for the purposes of capital calculation.

~~Barclays~~

~~Annual Report 2008~~

It is Barclays philosophy to embed Basel II models as extensively as possible in the portfolio management process. This is an ongoing initiative and we expect greater convergence over time. However, in some cases there are sound business reasons for having different models for capital allocations and internal processes.

EAD models within retail portfolios are split into two main methodological categories. The less complex models derive product level credit conversion factors (CCFs) from historical balance migrations; these are frequently further segmented at a delinquency bucket level. The most sophisticated EAD models are behavioural based, determining customer level CCFs from characteristics of the individual facility.

Retail LGD models are built using bespoke methods chosen to best model the observed recovery process. In a number of secured portfolios, structural models are often used which parameterise the LGD drivers giving models which can easily be updated to reflect current market trends. Models based on historical cash collected curves are often utilised in portfolios where recoveries are not based on the recovery of a single source of collateral. Finally, in some instances regression techniques are used to generate predicted LGDs based on account characteristics. In all instances bespoke country level factors are derived to discount recovery flows to the point of default. For capital calculations, customised economic downturn adjustments are made to adjust losses to stressed conditions.

Most retail models within Barclays are built in-house, although occasionally external consultants will be contracted to build models on behalf of the businesses. Whilst most models are statistically or empirically derived, some expert lender models (similar to those described above in the wholesale context) are used, particularly where data limitations preclude a more sophisticated approach.

Where models are used in the calculation of regulatory capital, the definition of default is in line with the regulatory definition of default requirements i.e. for UK portfolios the default definition is 180 days past due whilst international regulators may have different rules. In some cases, for models not used in regulatory capital calculations, in order to maximise model suitability, different default definitions are used. However, in all cases EAD and LGD models are appropriately aligned.

~~The control mechanisms for the rating system~~

Each of the business risk teams is responsible for the design, oversight and performance of the individual credit rating models – PD, LGD and EAD – that comprise the credit rating system for a particular customer within each asset class. Group-wide standards in each of these areas are set by Group Risk and are governed through a series of committees with responsibility for oversight, modelling and credit measurement methodologies.

Through their day-to-day activities, key senior management in Group Credit Risk, the businesses and the business risk teams have a good understanding of the operation and design of the rating systems used.

~~For example:~~

–

~~The respective Business Risk Heads or equivalents are responsible for supplying a robust rating system.~~

–

The Group Risk Director, Credit Risk Director and Wholesale and Retail Credit Risk Directors are required to understand the operation and design of the rating system used to assess and manage credit risk in order to carry out their responsibilities effectively. This extends to the Business CEOs, Business Risk Directors and the Commercial/ Managing Directors or equivalent.

~~In addition,Group Model Risk Policy~~ requires that all models be validated as part of the model build (see page 66). This is an iterative process that is carried out by the model owner. Additionally, a formal independent review is carried out after each model is built to check that it is robust, meets all internal and external standards and is documented appropriately. These reviews must be documented and conducted by personnel who are independent of those involved in the model-building process. The results of the review are required to be signed off by an appropriate authority.

~~In addition to the independent review, post implementation and annual reviews take place for each model. These reviews are designed to ensure compliance with policy requirements such as:~~

–

~~integration of models into the business process~~

–

~~compliance with the model risk policy~~

–

~~continuation of a robust governance process around model data inputs and use of outputs~~

Model performance is monitored regularly; frequency of monitoring is monthly for those models that are applicable to higher volume or volatile portfolios, and quarterly for lower volume or less volatile portfolios. Model monitoring includes coverage of the following characteristics: utility, stability, efficiency, accuracy, portfolio and data.

Model owners set performance ranges and define appropriate actions for their models. As part of the regular monitoring, the performance of the models is compared with these operational ranges. If breaches occur, the model owner reports these to the approval body appropriate for the materiality of the model. The model approver is responsible for ensuring completion of the defined action, which may ultimately be a complete rebuild of the model.

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Credit risk management~~

~~Credit risk mitigation~~

The Group uses a wide variety of techniques to reduce credit risk on its lending. The most basic of these is performing an assessment of the ability of a borrower to service the proposed level of borrowing without distress. In addition, the Group commonly obtains security for the funds advanced, such as in the case of a retail or commercial mortgage, a reverse repurchase agreement, or a commercial loan with a floating charge over book debts and inventories. The Group ensures that the collateral held is sufficiently liquid, legally effective, enforceable and regularly valued.

Various forms of collateral are held and commonly include: cash in major currencies; fixed income products including government bonds; letters of credit; property, including residential and commercial; and other fixed assets.

The Group actively manages its credit exposures and when weaknesses in exposures are detected – either in individual exposures or in groups of exposures – action is taken to mitigate the risks. These include steps to reduce the amounts outstanding (in discussion with the customers, clients or counterparties, if appropriate), the use of credit derivatives and, sometimes, the sale of the loan assets.

The Group also uses various forms of specialised legal agreements to reduce risk, including netting agreements which permit it to offset positive and negative balances with customers in certain circumstances to minimise the exposure at default, as well as financial guarantees, and the use of covenants in commercial lending agreements.

Barclays manages the diversification of its portfolio to avoid unwanted credit risk concentrations. A concentration of credit risk exists when a number of counterparties are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions.

Credit risk mitigation to address concentrations takes several dimensions. Within wholesale credit risk, maximum exposure guidelines are in place relating to the exposures to any individual counterparty. These permit higher exposures to borrowers with higher ratings. They also distinguish between types of counterparty, for example, between sovereign governments, banks and corporations. Excesses to maximum exposure guidelines are considered individually at the time of credit sanctioning, are reviewed regularly, and are reported to the Risk Oversight Committee and the Board Risk Committee.

‘Wrong way risk’ in a trading exposure arises when there is significant correlation between the underlying asset and the counterparty which in the event of default would lead to a significant mark to market loss.

When assessing the credit exposure of a wrong way trade, analysts take into account the correlation between the counterparty and the underlying asset as part of the sanctioning process. Adjustments to the calculated CEE are considered on a case by case basis.

The Risk Oversight Committee has delegated and apportioned responsibility for risk management to the Retail and Wholesale Credit Risk Management Committees. The Retail Credit Risk Management Committee (RCRMC) oversees exposures, which comprise unsecured personal lending (including small businesses), mortgages and credit cards. The RCRMC monitors the risk profile and performance of the retail

portfolios by receipt of key risk measures and indicators at an individual portfolio level, ensuring mitigating actions taken to address performance are appropriate and timely. Metrics reviewed will consider portfolio composition at both an overall stock and new flow level.

The Wholesale Credit Risk Management Committee (WCRMC) oversees wholesale exposures, comprising lending to businesses, banks, other financial institutions and sovereigns. The WCRMC monitors exposure by country, industry sector, individual large exposures and exposures to sub-investment grade countries.

Country concentrations are addressed through the country risk policy and utilisation of country limits which specify Risk Appetite by country and avoid excessive concentrations of credits in individual countries. Country risk grades are assigned to all countries where the Group has, or is likely to have, exposure and are reviewed regularly to ensure they remain appropriate. Country grades, which are derived from long-term sovereign foreign currency ratings, range from 1 (lowest probability of default) to 21 (highest probability of default). A ceiling is applied where a country is graded 12 or worse so that the counterparty cannot normally receive a higher risk grading than the country, unless some form of protection is available in the event of a cross-border event, such as a significant portion of a counterparty’s assets or income being held or generated in hard currency.

To manage exposure to country risk, the Group uses two country limits: the Prudential Guideline and the Country Guideline. The Prudential Guideline is identified through the strict mapping of a country grade to derive a model-driven acceptable level of country appetite. The Country Guideline for all graded countries is set by the Credit Committee based on the Prudential Guideline and the internal assessment of country risk. The Country Guideline may therefore be above or below the Prudential Guideline.

Country risk is calculated through the application of Country Loss Given Default (CLGD). All cross-border or domestic foreign currency transactions incur CLGD from the Country Guideline agreed at Credit Committee. The level of CLGD incurred by a counterparty transaction will largely depend on three main factors: the country severity, the product severity and counterparty grade. CLGD is incurred in the country of direct risk, defined as where the majority of operating assets are held. This may differ from the country of incorporation. However, where transactions are secured with collateral, the country risk can be transferred from the country of the borrower to the country of the collateral provider. This is only permitted where the collateral covers the borrowing and is not expected to decrease over time.

Country Managers are in place for all countries where the Group has exposure and they, under the direction of Credit Committee, have responsibility for allocating country risk to individual transactions. The total allocation of country limits is monitored on a daily basis by Group Credit Risk, as headed by the Credit Risk Director. Discretions exist to increase the Country Guideline above the level agreed by Credit Committee where the Country Guideline is below the Prudential Guideline. All requests to increase the Country Guideline in line with individual discretions must be submitted to and applied centrally through Group Credit Risk.

~~Barclays~~

~~Annual Report 2008~~

A further mitigant against undesirable concentration of risk is the mandate and scale framework described on page 65. Mandate and scale limits, which can also be set at Group level to reflect overall Risk Appetite, can relate either to the stock of current exposures in the relevant portfolio or to the flow of new exposures into that portfolio. Typical limits include the caps on UK commercial investment property lending, the proportion of lending with maturity in excess of seven years and the proportion of new mortgage business that is buy-to-let. The mandate and scale framework also provides protection against undue concentrations within the collateral held.

Concentrations of credit exposure described in this credit risk management section and the following statistical section are not proportionally related to credit loss. Some segments of the Group’s portfolio have and are expected to have proportionally higher credit charges in relation to the exposure than others. Moreover, the volatility of credit loss is different in different parts of the portfolio. Thus, comparatively large credit impairment charges could arise in parts of the portfolio not mentioned here.

~~Securitisations~~

In the course of its business, Barclays has traditionally undertaken securitisations of its own originated assets as well as the securitisation of third party assets via sponsored conduit vehicles and shelf programmes.

Barclays has securitised its own originated assets in order to manage the Group’s credit risk position, to obtain regulatory capital relief, and to generate term liquidity for the Group balance sheet.

~~For these transactions Barclays adopts the following roles in the securitisation process:~~

–

~~Originator of securitised assets~~

–

~~Executor of securitisation trades including bond marketing and syndication~~

–

~~Provider of securitisation trade servicing, including data management, investor payments and reporting.~~

~~As at the end 2008 Barclays has securitised its own originated retail and commercial mortgages, credit cards and corporate loans across both funded traditional and synthetic transactions.~~

Barclays acts as an administrator and manager of multi-seller conduits through which interests in third-party-originated assets are securitised and funded via the issuance of asset backed commercial paper. From a regulatory perspective, Barclays would be defined primarily as a sponsor of these conduits.

In relation to such conduit activity, Barclays may provide all or a portion of the backstop liquidity to the commercial paper, programme-wide credit enhancement and, as appropriate, interest rate and foreign currency hedging facilities. Barclays receives fees for the provision of these services.

~~In addition to the above, Barclays has provided swaps to securitisation vehicles, both those sponsored by Barclays and those sponsored by third~~

~~parties, in order to provide hedges against interest rate and/or currency movements. This forms part of Barclays Capital’s market making activity in interest rate and foreign exchange products.~~

Barclays also acts as an investor in third-party securitisations (i.e. where Barclays would not be defined as an originator or a sponsor for regulatory purposes). This includes positions in ABS CDO Super Senior, other US Sub Prime & Alt A and bonds which benefit from monoline credit protection. See ‘Barclays Capital Credit Market Exposures’ on pages 93-105 for further details.

Due to the market disruption experienced since August 2007, the volume of securitisation activity in all forms that Barclays has undertaken has been more limited than previously. In addition, the change in risk weighting of certain assets (for example residential mortgages) and of banks securitisations exposures as a result of the introduction of the Basel II regime means that the extent of regulatory relief obtainable from securitisations has changed.

~~As such, Barclays own asset securitisation in 2008 was limited mainly to trades where securities have been retained on balance sheet and used as required as in central bank liquidity schemes.~~

During 2008, Barclays launched Salisbury Receivables Corporations (‘Salisbury’), a multi-seller asset-backed commercial paper conduit modelled after Sheffield Receivables Corporation (‘Sheffield’), which was launched in December 1991. Similar to Sheffield, Salisbury has the ability to issue both US commercial paper (‘CP’) and Euro CP notes to finance client asset-backed receivable transactions. Sponsored conduits primarily fund traditional assets such as credit cards, auto loans, student loans, prime mortgages and trade receivables.

RWAs reported for securitised assets at December 2008 are calculated in line with FSA regulations as well as any individual guidance received from the FSA as at the end of the period. Barclays has approval to use the Internal Ratings Based Approach for the calculation of RWAs. Within this, the Group uses the Internal Assessment Approach and the Supervisory Formula Approach to calculate its regulatory capital requirements arising from its securitisation exposures.

~~Further information about securitisation activities and accounting treatment is in Note 29. The Group’s accounting policies, including those relevant to securitisation activities are on page 179.~~

For certain transactions, there may be a divergence between the accounting and regulatory treatment of Barclays exposure to securitisations, for example in the treatment of exposure values. This will reflect differing guidance given in the accounting and regulatory regimes which in turn reflect the areas in which the aims of each regime differ.

Barclays employs External Credit Assessment Institutions to provide ratings for its asset backed securities. Their use is dependent on the transaction or asset class involved. For existing transactions, we employ Standard & Poor’s, Moody’s and Fitch for securitisations of corporate, residential mortgage and other retail exposures and Standard & Poor’s and Moody’s for securitisations of small and medium-sized entity and revolving retail exposures.

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Credit risk management~~

~~Analysis of total assets and credit risk exposures~~

Analysis of total assets
               Sub analysis
Assets    Loans and
advances^a
£m
Debt
securities and
other bills^b
£m
   Derivatives ^c
£m    Reverse
repurchase
agreements ^d
£m    Other
£m
Assets
subject
to credit
risk
£m

Assets not
subject
to credit
risk
£m
   Total
assets
£m    Credit
market
exposures^e
£m
Cash and balances at central banks
               30,019    30,019       30,019
Items in the course of collection from other banks
               1,695    1,695       1,695
Treasury and other eligible bills
      4,544             4,544       4,544
Debt securities
      148,686             148,686       148,686    4,745
Equity securities^f
                     30,535    30,535
Traded loans
   1,070                1,070       1,070
Commodities^g
                     802    802
Total Trading portfolio assets
   1,070    153,230             154,300    31,337    185,637
Financial assets designated at fair value

Loans and advances
   30,057             130    30,187       30,187    14,429
Debt securities
      8,628             8,628       8,628
Equity securities^f
                     6,496    6,496
Other financial assets^h
   1,469          7,283    479    9,231       9,231
Held on own account
   31,526    8,628    –    7,283    609    48,046    6,496    54,542
Held in respect of linked liabilities under investment contractsⁱ
                     66,657    66,657
Derivative financial instruments
         984,802          984,802       984,802    9,234
Loans and advances to banks
   47,707                47,707       47,707
Loans and advances to customers
   461,815                461,815       461,815    12,808
Debt securities
      58,831             58,831       58,831    727
Equity securities^f
                     2,142    2,142
Treasury and other eligible bills
      4,003             4,003       4,003
Available for sale financial instruments
      62,834             62,834    2,142    64,976
Reverse repurchase agreements and cash collateral on securities borrowed
            130,354       130,354       130,354
Other assets
               3,096    3,096    3,206    6,302    109
Current tax assets
                     389    389
Investments in associates and joint ventures
                     341    341
Goodwill
                     7,625    7,625
Intangible assets
                     2,777    2,777
Property, plant and equipment
                     4,674    4,674
Deferred tax assets
                     2,668    2,668
Total on-balance sheet
   542,118    224,692    984,802    137,637    35,419    1,924,668    128,312    2,052,980
Off-balance sheet:

Acceptances and endorsements
                  585
Guarantees and letters of credit pledged as collateral security and securities lending arrangements
                  53,942
Commitments
                  260,816          1,030
Total off-balance sheet
                  315,343
Total maximum exposure to credit risk
                  2,240,011

~~Notes~~

a	~~Further analysis of loans and advances is on pages 76 to 89~~

b	~~Further analysis of debt securities and other bills is on page 90~~

c	~~Further analysis of derivatives is on pages 91 to 92.~~

d	~~Reverse repurchase agreements comprise primarily short-term cash lending with assets pledged by counterparties securing the loan.~~

e	~~Further analysis of Barclays Capital credit market exposures is on pages 93 to 105.~~

f	~~Equity securities comprise primarily equity securities determined by available quoted prices in active markets.~~

g	~~Commodities primarily consists of physical inventory positions.~~

h	~~These instruments consist primarily of loans with embedded derivatives and reverse repurchase agreements designated at fair value.~~

i	Financial assets designated at fair value in respect of linked liabilities to customers under investment contracts have not been further analysed as the Group is not exposed to the risks inherent in these assets.

~~Barclays~~

~~Annual Report 2008~~

Risk management

Credit risk management

~~Loans and advances~~continued

~~As the granting of credit is one of the Group’s major sources of income and its most significant risk, the~~Reporting

The Group dedicates considerable resources to gaining a clear and accurate understanding of credit risk across the business and ensuring that its balance sheet correctly reflects the value of the assets in accordance with applicable accounting principles. This process can be summarised in ~~the following~~five broad stages:

–

~~Measuring~~measuring exposures and ~~concentrations~~concentrations;

–

~~Monitoring weakness~~monitoring weaknesses in ~~exposures~~portfolios;

–

~~Identifying~~identifying potential problem loans and credit risk loans (collectively known as potential credit risk loans or PCRLs);

–

~~Raising~~raising allowances for impaired ~~loans~~loans; and

–

~~Writing~~writing off assets when the whole or part of a debt is considered ~~irrecoverable~~irrecoverable.

Measuring exposures and concentrations

Loans and advances to customers provide the principal source of credit risk to the Group although Barclays can also be exposed to other forms of credit risk

through, for example, loans to banks, loan commitments ~~contingent liabilities~~ and debt ~~securities~~ securities.

Barclays risk management policies and processes are designed to identify and analyse risk, to set appropriate risk appetite, limits and controls, and to monitor the risks and adherence to limits by means of reliable and timely data.

One area of particular review is concentration risk. A concentration of credit risk exists when a number of counterparties are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic and other conditions.

As a result, Barclays constantly reviews its concentration in a number of areas including, for example, geography, maturity, industry and investment grade (see below).

Diversification is achieved through setting maximum exposure guidelines to individual counterparties. Excesses are reported to the Group Risk Oversight Committee and the Board Risk Committee. Mandate and Scale limits are used to limit the stock of current exposures in a loan portfolio and the flow of new exposures into a loan portfolio. Limits are typically based on the nature of the lending and the amount of the portfolio meeting certain standards of underwriting criteria.

LOGO

Note

a	Total comprises all limits to cross-border counterparties (non-UK) where limits are greater than £10m.


				69

LOGO

Monitoring weaknesses in portfolios

Whilst the basic principles for monitoring weaknesses in wholesale and retail exposures are broadly similar, they will reflect the differing nature of the assets.

As a matter of policy all facilities granted to corporate or wholesale customers are subject to a review on, at least, an annual basis, even when they are performing satisfactorily.

Corporate accounts that are deemed to contain heightened levels of risk are recorded on graded early warning lists or watchlists comprising three categories graded in line with the perceived severity of the risk attached to the lending, and its probability of default. These are updated monthly and circulated to the relevant risk control points. Once an account has been placed on watchlist (WL) or early warning list (EWL), the exposure is carefully monitored and, where appropriate, exposure reductions are effected.

Should an account become impaired, it will normally have passed through each of the three categories, which reflect the need for increasing caution and control. Where an obligor’s financial health gives grounds for concern, it is immediately placed into the appropriate category. While all obligors, regardless of financial health, are subject to a full review of all facilities on, at least, an annual basis, more frequent interim reviews may be undertaken should circumstances dictate.

Specialist recovery functions deal with clients in default, collection or insolvency. Their mandate is to maximise shareholder value via the orderly and timely recovery of impaired debts. Accounts can stay in Recoveries for up to two years unless a longer-term strategy has been agreed.

Within theretailportfolios, which tend to comprise homogeneous assets, statistical techniques more readily allow potential weaknesses to be monitored on a portfolio basis. The approach is consistent with the Group’s policy of raising a collective impairment allowance as soon as objective evidence of impairment is identified.

Retail accounts can be classified according to specified categories of arrears status (or cycle), which reflects the level of contractual payments which are overdue on a loan.

The probability of default increases with the number of contractual payments missed, thus raising the associated impairment requirement. Once a loan has passed through all six cycles it will enter recovery status, having been charged off. In most cases, charge-off will result in the account moving to a legal recovery function or debt sale. This will typically occur after an account has been treated by a collections function. However, in certain cases, an account may be charged off directly from a performing (up to date) status, such as in the case of insolvency or death.

As a general principle, charge-off marks the point at which it becomes more economically efficient to treat an account through a recovery function or debt sale rather than a collections function. Economic efficiency includes the (discounted) expected amount recovered and operational and legal costs. Whilst charge-off is considered an irreversible state, in certain cases, it may be acceptable for mortgage and vehicle finance accounts to move back from charge-off to performing or delinquent states. This is only considered acceptable where local legislation requirements are in place, or where it is deemed that the customer has a renewed willingness to pay and there is a

LOGO


70

Risk management

Credit risk management

continued

strong chance that they will be able to meet their contractual obligations in the foreseeable future.

For the majority of products, the standard period for charging off accounts is 180 days past due of contractual obligation. However, in the case of customer bankruptcy or insolvency, the associated accounts will be charged off within 60 days.

Within UKRB Local Business, accounts that are deemed to have a heightened level of risk, or that exhibit some unsatisfactory features which could affect viability in the short to medium term, are transferred to a separate ‘caution’ stream. Accounts on the caution stream are reviewed on at least a quarterly basis, at which time consideration is given to continuing with the agreed strategy, returning the customer to a lower risk refer stream, or instigating recovery/exit action.

Identifying potential credit risk loans

In line with disclosure requirements from the Securities Exchange Commission (SEC) in the US, the Group reports potentially and actually impaired loans as Potential Credit Risk Loans (PCRLs). PCRLs comprise two categories of loans: Potential Problem Loans (PPLs) and Credit Risk Loans (CRLs).

PPLs are loans that are currently complying with repayment terms but where serious doubt exists as to the ability of the borrower to continue to comply with such terms in the near future. If the credit quality of a loan on an early warning or watch list deteriorates to the highest category (wholesale) or deteriorates to delinquency cycle 2 (retail), consideration is given to including it within the PPL category.

Should further evidence of deterioration be observed, a loan may move to theCRLcategory. Events that would trigger the transfer of a loan from the PPL to the CRL category include a missed payment or a breach of covenant. CRLs comprise three classes of loans:

– ‘Impaired loans’ comprise loans where individual identified impairment allowance has been raised and also include loans which are fully collateralised or where indebtedness has already been written down to the expected realisable value. The impaired loan category may include loans, which, while impaired, are still performing.

– The category ‘accruing past due 90 days or more’ comprises loans that are 90 days or more past due with respect to principal or interest. An impairment allowance will be raised against these loans if the expected cash flows discounted at the effective interest rate are less than the carrying value.

– The category ‘impaired and restructured loans’ comprises loans not included above where, for economic or legal reasons related to the debtor’s financial difficulties, a concession has been granted to the debtor that would not otherwise be considered. Where the concession results in the expected cash flows discounted at the effective interest rate being less than the loan’s carrying value, an impairment allowance will be raised.

Allowances for impairment and other credit provisions

Barclays establishes, through charges against profit, impairment allowances and other credit provisions for the incurred loss inherent in the lending book.

Under IFRS, impairment allowances are recognised where there is objective evidence of impairment as a result of one or more loss events that have occurred after initial recognition, and where these events have had an impact on the estimated future cash flows of the financial asset or portfolio of financial assets. Impairment of loans and receivables is measured as the difference between the carrying amount and the present value of ~~outstanding~~estimated future cash flows discounted at the financial asset’s original effective interest rate. If the carrying amount is less than the discounted cash flows, then no further allowance is necessary.

Impairment allowances are measured individually for assets that are individually significant, and collectively where a portfolio comprises homogenous assets and where appropriate statistical techniques are available.

In terms of individual assessment, the trigger point for impairment is formal classification of an account as exhibiting serious financial problems and where any further deterioration is likely to lead to failure. Two key inputs to the cash flow calculation are the valuation of all security and collateral, as well as the timing of all asset realisations, after allowing for all attendant costs. This method applies mainly in the corporate portfolios.

For collective assessment, the trigger point for impairment is the missing of a contractual payment. While the impairment allowance is calculated per individual account, the calculation methodology relies on the historical experience of pools of similar assets; hence the impairment allowance is collective. The impairment calculation is based on a roll-rate approach, where the percentage of assets that move from the initial delinquency to default are derived from statistical probabilities based on historical experience. Recovery amounts and contractual interest rates are calculated using a weighted average for the relevant portfolio. This method applies mainly to the Group’s retail portfolios and is consistent with Barclays policy of raising an allowance as soon as impairment is identified.

Unidentified impairment allowances are also raised to cover losses which are judged to be incurred but not yet specifically identified in customer exposures at the balance sheet date, and which, therefore, have not been specifically reported.

The incurred but not yet reported calculation is based on the asset’s probability of moving from the performing portfolio to being specifically identified as impaired within the given emergence period and then on to default within a specified period. This is calculated on the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate.

The emergence periods vary across businesses and are based on actual experience and are reviewed on an annual basis. This methodology ensures that the Group captures the loss incurred at the correct balance sheet date.

These impairment allowances are reviewed and adjusted at least

LOGO

Note

Loan loss rate for the years prior to 2005 does not reflect the application of IAS 32, IAS 39 and IFRS 4.


				71

LOGO

quarterly by an appropriate charge or release of the stock of impairment allowances based on statistical analysis and management judgement.

Where appropriate, the accuracy of this analysis is periodically assessed against actual losses (see Modelling Risk on page 64).

As one of the controls to ensure that adequate impairment allowances are held, movements in impairment allowances to individual names with total impairment of more than £10m are presented to the Credit Committee for agreement.

Monitoring the loan loss rate (LLR) provides Barclays with one way of measuring the trends in the quality of the loan portfolio at the Group, business and product levels. At Barclays, the LLR represents the annualised impairment charges on loans and advances ~~balances, their risk profile,~~to customers and ~~potential concentrations~~banks and other credit provisions as a percentage of the total, period-end loans and advances to customers and banks, gross of impairment allowances.

The impairment allowance is the aggregate of the identified and unidentified impairment balances. Impairment allowance coverage, or the coverage ratio, is reported at two levels:

–

Credit risk loans coverage ratio (Impairment allowances as a percentage of CRL balances).

–

Potential credit risk loans coverage ratio (Impairment allowances as a percentage of total CRL & PPL balances).

Appropriate coverage ratios will vary according to the type of product but can be broadly bracketed under three categories: secured retail home loans; unsecured and other retail products; and corporate facilities. Analysis and experience has indicated that, in general, the severity rates for these types of products are typically within ~~them can~~the following ranges:

–

Secured retail home loans: 5%-20%.

–

Unsecured and other retail products: 65%-75%.

–

Corporate facilities: 30%-50%.

CRL coverage ratios would therefore be expected to be at or around these levels over a defined period of time. In principal, a number of factors may affect the Group’s coverage ratios, including:

–

The mix of products within total CRL balances. Coverage ratios will tend to be lower when there is a high proportion of secured retail and corporate balances within total CRLs. This is due to the fact that the recovery outlook on these types of exposures is typically higher than retail unsecured products with the result that they will have lower impairment requirements.

–

The stage in the economic cycle. Coverage ratios will tend to be lower in the earlier stages of deterioration in credit conditions. At this stage, retail delinquent balances will be predominantly in the early delinquency cycles and corporate names will have only recently moved to CRL categories. As such balances attract a lower impairment requirement, the CRL coverage ratio will be lower.

–

The balance of PPLs to CRLs. The impairment requirements for PPLs are lower than for CRLs, so the greater the proportion of PPLs, the lower the PCRL coverage ratio.

–

Write-off policies. The speed with which defaulted assets are written off will affect coverage ratios. The more quickly assets are written off, the lower the ratios will be, since stock with 100% coverage will tend to roll out of PCRL categories more quickly.

Writing-off of assets

After an advance has been identified as impaired and is subject to an impairment allowance, the stage may be reached whereby it is concluded that there is no realistic prospect of further recovery. Write-off will occur when, and to the extent that, the whole or part of a debt is considered irrecoverable.

The timing and extent of write-offs may involve some element of subjective judgement. Nevertheless, a write-off will often be prompted by a specific event, such as the inception of insolvency proceedings or other formal recovery action, which makes it possible to establish that some or the entire advance is beyond realistic prospect of recovery. In any event, the position of impaired loans is reviewed at least quarterly to ensure that irrecoverable advances are being written off in a prompt and orderly manner and in compliance with any local regulations.

Such assets are only written off once all the necessary procedures have ~~a considerable influence on~~been completed and the ~~level~~amount of ~~credit risk~~the loss has been determined.

Subsequent recoveries of amounts previously written off are written back and hence decrease the amount of the reported loan impairment charge in the ~~Group.~~income statement. In 2009 total write-offs of impaired financial assets increased by £461m to £3,380m (2008: £2,919m).

~~As at 31st December 2008, total~~ LOGO


72

Risk management

Credit risk management

continued

Total assets and Barclays Capital credit market assets


Analysis of Total Assets		Accounting basis		Analysis of total assets						Sub analysis
Assets as at 31.12.09	Total assets £m	Fair value £m	Cost based measure £m	Derivatives £m	Loans and advances^a £m	Debt securities and other bills^b £m	Reverse repurchase agreements ^c £m	Equity securities^d £m	Other £m	Credit market assets^e £m
Cash and balances at central banks	81,483		81,483						81,483
Items in the course of collection from other banks	1,593		1,593						1,593
Treasury and other eligible bills	9,926	9,926				9,926
Debt securities	116,594	116,594				116,594				1,186
Equity securities	19,602	19,602						19,602
Traded loans	2,962	2,962			2,962
Commodities^f	2,260	2,260							2,260
Trading portfolio assets	151,344	151,344			2,962	126,520		19,602	2,260	1,186
Financial assets designated at fair value
Loans and advances	22,390	22,390			22,390					6,941
Debt securities	4,007	4,007				4,007
Equity securities	6,256	6,256						6,256
Other financial assets^g	8,658	8,658			557		7,757		344
Held for own account	41,311	41,311			22,947	4,007	7,757	6,256	344	6,941
Held in respect of linked liabilities to customers under investment contracts^h	1,257	1,257							1,257
Derivative financial instruments	416,815	416,815		416,815						2,304
Loans and advances to banks	41,135		41,135		41,135
Loans and advances to customers	420,224		420,224		420,224					15,186
Debt securities	43,888	43,888				43,888				535
Equity securities	6,676	6,676						6,676
Treasury and other eligible bills	5,919	5,919				5,919
Available for sale financial instruments	56,483	56,483				49,807		6,676		535
Reverse repurchase agreements and cash collateral on securities borrowed	143,431		143,431				143,431
Other assets	23,853	1,207	22,646						23,853	1,200
Total assets as at 31.12.09	1,378,929	668,417	710,512	416,815	487,268	180,334	151,188	32,534	110,790	27,352
Total assets as at 31.12.08	2,052,980	1,356,614	696,366	984,802	542,118	224,692	137,637	39,173	124,558	41,208

Notes

a	Further analysis of loans and advances is on pages 68 to 79.

b	Further analysis of debt securities and other bills is on page 91.

c	Reverse repurchase agreements comprise primarily short-term cash lending with assets pledged by counterparties securing the loan.

d	Equity securities comprise primarily equity securities determined by available quoted prices in active markets.

Further analysis of Barclays Capital credit market exposures is on pages 81 to 90. Undrawn commitments of £257m (2008: £531m) are off-balance sheet and therefore not included in the table above. This is a change in presentation from 31st December 2008, which reflected certain loan facilities originated post 1st July 2007.

f	Commodities primarily consists of physical inventory positions.

g	These instruments consist primarily of loans with embedded derivatives and reverse repurchase agreements designated at fair value.

h	Financial assets designated at fair value in respect of linked liabilities to customers under investment contracts have not been further analysed as the Group is not exposed to the risks inherent in these assets.


				73

LOGO

Loans and advances to customers and banks

Total loans and advances to customers and banks net of impairment allowance ~~were £542,118m (2007: £410,789m), a rise of 32% on the previous year.~~fell 10% to £487,268m (31st December 2008: £542,118m). Loans and advances at amortised cost were ~~£509,522m (2007: £385,518m)~~£461,359m (31st December 2008: £509,522m) and loans and advances at fair value were ~~£32,596m (2007: £25,271m)~~£25,909m (31st December 2008: £32,596m). ~~Loans and advances were well distributed across the retail and wholesale portfolios.~~

Loans and advances were also well spread across industry classifications. Barclays largest sectoral exposure is to home loans which, combined with other personal and business services sectors ,comprise 48% of totalTotal loans and advances ~~(2007: 53%). These categories are generally comprised~~to customers and banks gross of ~~small loans, have low volatility of credit risk outcomes, and are intrinsically highly diversified. Growth~~impairment allowances fell by £43,941m (9%) to £472,155m (31st December 2008: £516,096m) due to an 18% reduction in the wholesale portfolios, principally in:

–

Barclays Capital, due to a decrease in the cash collateral held against derivative trades, a reduction in non-UK lending and a decrease in the value of other currencies relative to Sterling. This was partially offset by increases in lending due to restructuring of credit market assets and a reclassification of previously held for trading assets to loans and advances; and

–

Barclays Commercial Bank, due to reduced customer demand.

This was partially offset by a rise in loans and advances to ~~the financial services sector reflected an increased client base in the fund management business and increases in cash collateral. Loans and advances are further diversified~~customers across ~~a number of geographical regions,~~

Table 1: Loans and advances at amortised cost


As at 31st December 2008    Gross
loans and
advances
£m    Impairment
allowance
£m    Loans and
advances net
of impairment
£m    Credit risk
Loans £m    CRLs % of
gross loans
and advances
%
Impairment
charge
£m
Loan loss
rates
basis points
Wholesale – customers    266,750    2,784    263,966    8,144    3.1    2,540 95
Wholesale – banks    47,758    51    47,707    48    0.1    40 8
Total wholesale
   314,508    2,835    311,673    8,192    2.6    2,580 82
Retail – customers    201,588    3,739    197,849    7,508    3.7    2,333 116
Total retail
   201,588    3,739    197,849    7,508    3.7    2,333 116
Total
   516,096    6,574    509,522    15,700    3.0    4,913 95
As at 31st December 2007
Wholesale – customers
   187,086    1,309    185,777    5,157    2.8    1,190 64
Wholesale – banks
   40,123    3    40,120    –    –    (13 ) (3 )
Total wholesale
   227,209    1,312    225,897    5,157    2.3    1,177 52
Retail – customers
   162,081    2,460    159,621    4,484    2.8    1,605 99
Total retail
   162,081    2,460    159,621    4,484    2.8    1,605 99
Total
   389,290    3,772    385,518    9,641    2.5    2,782 71

~~Barclays~~

~~Annual Report 2008~~

~~Risk Management~~

~~Credit Risk Management~~

~~Loans and advances~~

~~based on location of customers. The~~the majority of ~~Barclays exposure is now outside the~~retail business units, notably in UK ~~reflecting higher rates of~~Retail Bank due to growth in the ~~international portfolios as well as the effects of currency movements in 2008.~~

Barclays also actively monitors exposure and concentrations to sub-investment grade countries (see country risk policy, page 73). Details of the 15 largest sub-investment grade countries, by limit, are shown in figure 3.

Contractual maturity represents a further area of potential concentration. The analysis shown in figure 4 indicates that just over 40% of loans to customers have a maturity of more than five years; the majority of this segment comprises secured home loans.

Barclays risk is therefore spread across a large number of industries and customers and in the case of home loans, for example, well secured. These classifications have been prepared at the level of the borrowing entity. This means that a loan to the subsidiary of a major corporation is classified by the industry in which the subsidiary operates, even through the parent’s predominant sphere of activity may be in a different industry.

~~Corporate and wholesale loans and advances~~

~~Gross loans and advances to wholesale customers and banks grew 38% to £314,508m (31st December 2007: £227,209m), largely due to Barclays Capital where loans and advances increased £72,514m (53%).~~

Credit Risk Loans (CRLs) rose 59% to £8,192m (31st December 2007: £5,157m). As a percentage of gross loans and advances, CRLs increased 13% to 2.6% (31st December 2007: 2.3%). CRL balances were higher in all businesses, reflecting the downturn in economic conditions, with some deterioration across default grades, higher levels of Early Warning List balances and a rise in impairment and loan loss rates in most wholesale portfolios. The largest rises were in Barclays Capital and GRCB – Western Europe.

Impairment charges on loans and advances rose 119% (£1,403m) to £2,580m (31st December 2007: £1,177m), primarily in Barclays Capital, although all other businesses were higher than the previous year. Impairment in Barclays Commercial Bank rose in both the Larger and

Table 2: Wholesale loans and advances to customers and banks


As at 31st December 2008    Gross
loans and
advances
£m    Impairment
allowance
£m    Loans and
advances net
of impairment
£m
Credit risk
Loans
£m
   CRLs % of
gross loans
and advances
%
Impairment
charge
£m
   Loan loss
rates
basis points
Barclays Commercial Bank
   68,904    504    68,400    1,181    1.70    414    60
Barclaycard
   301    2    299    20    6.60    11    365
GRCB – Western Europe
   15,432    232    15,200    578    3.70    125    81
GRCB – Emerging Markets
   7,551    122    7,429    191    2.50    36    48
GRCB – Absa
   8,648    140    8,508    304    3.50    19    22
Barclays Capital
   208,596    1,796    206,800    5,743    2.80    1,936    93
Barclays Global Investors
   834    –    834    –    –    –    –
Barclays Wealth
   3,282    28    3,254    174    5.30    28    85
Head office
   960    11    949    1    0.10    11    115
Total
   314,508    2,835    311,673    8,192    2.60    2,580    82
As at 31st December 2007
Barclays Commercial Bank
   65,535    483    65,052    956    1.50    292    45
Barclaycard
   295    3    292    17    5.80    9    305
GRCB – Western Europe
   10,927    63    10,864    93    0.90    19    17
GRCB – Emerging Markets
   4,833    79    4,754    119    2.50    10    21
GRCB – Absa
   5,321    112    5,209    97    1.80    11    21
Barclays Capital
   136,082    514    135,568    3,791    2.80    833    61
Barclays Global Investors
   211    –    211    –    –    –    –
Barclays Wealth
   2,745    7    2,738    47    1.70    –    –
Head office
   1,260    51    1,209    37    2.90    3    24
Total
   227,209    1,312    225,897    5,157    2.30    1,177    52


		~~Barclays~~~~Annual Report 2008~~				77

Medium Business divisions. Deterioration in the Spanish commercial and residential property markets led to higher impairment in GRCB –Western Europe, while in GRCB – Absa, wholesale credit impairment began to rise from a low base and credit indicators began to show deterioration. The loan loss rate on the wholesale and corporate portfolio rose to 82bp (2007: 52bp).

~~In the wholesale and corporate portfolios impairment allowances increased 116% to £2,835m (31st December 2007: £1,312m).~~

Barclays largest corporate loan portfolios continue to be in Barclays Capital and Barclays Commercial Bank. Barclays Capital’s corporate loan book grew 43% to £72,796m in 2008, driven by the decline in the value of Sterling relative to other currencies as well as drawdowns on existing loan facilities and the extension of new loans at current terms to financial and manufacturing institutions. Loans and advances at amortised cost grew 5% in Barclays Commercial Bank and was focused in lower-risk portfolios in Larger Business.

Portfolio growth rates were higher in the international businesses, where Global Retail and Commercial Banking’s wholesale portfolios in Western Europe, Emerging Markets and Absa grew by 40%, 56% and 63%, respectively.

~~Analysis of Barclays Capital wholesale loans and advances net of impairment allowances~~

Barclays Capital wholesale loans and advances increased 53% to £208,596m (2007: £136,082m). This was driven by a decline in the value of Sterling relative to other currencies, increased drawdowns on existing corporate lending facilities and the extension of new loans to corporate clients at current terms. Additionally, continuing market volatility resulted in increased cash collateral being placed with clients relating to OTC derivatives.

The corporate lending portfolio, including leveraged finance, increased 47% to £76,556m (2007: £52,258) primarily due to drawdowns on existing loan facilities and the extension of new loans at current terms to financial and manufacturing institutions.

~~Included within corporate lending and other wholesale lending portfolios are £7,674m of loans backed by retail mortgage collateral.~~UK Home Finance portfolio.

~~Barclays Capital loans~~Loans and advances held at fair value

Barclays Capital loans and advances held at fair value were ~~£19,630m (2007: £18,259m)~~£12,835m (31st December 2008: £19,630m). ~~These assets~~Included within this balance is £6,941m relating to credit market exposures, the majority of which are ~~primarily made up of US RMBS whole loans and~~ commercial real estate ~~loans, £14,429m~~loans. The balance of ~~which is discussed within the credit market exposures.~~

£5,894m primarily comprises financial institutions and manufacturing loans.

Table 3: Analysis of wholesale loans and advances net of impairment allowances


   Corporate    Government    Settlement
balance and
cash collateral    Other wholesale    Total wholesale
Wholesale    2008
£m
2007
£m
   2008
£m
2007
£m
   2008
£m    2007
£m    2008
£m    2007
£m
2008
£m

20 07
£m
BCB
   67,741    64,773    659    279    –    –    –    –    68,400    65,052
Barclaycard
   299    292    –    –    –    –    –    –    299    292
GRCB – Western Europe
   15,017    10,721    32    4    –    –    151    139    15,200    10,864
GRCB – Emerging Markets
   5,283    3,276    1,709    1,193    –    –    437    285    7,429    4,754
GRCB – Absa
   8,480    5,204    28    5    –    –    –    –    8,508    5,209
Barclays Capital
   72,796    51,038    3,760    1,220    79,418    46,639    50,826    36,671    206,800    135,568
BGI
   834    211    –    –    –    –    –    –    834    211
Barclays Wealth
   3,254    2,738    –    –    –    –    –    –    3,254    2,738
Head office
   949    1,209    –    –    –    –    –    –    949    1,209
Total
   174,653    139,462    6,188    2,701    79,418    46,639    51,414    37,095    311,673    225,897

Table 4: Analysis of Barclays Capital’s loans and advances at amortised cost


As at 31st December 2008    Gross
loans and
advances
£m    Impairment
allowance
£m    Loans and
advances net
of impairment
£m
Credit risk
Loans
£m
   CRLs % of
gross loans
and advances
%
Impairment
charge
£m
   Loan loss
rates
basis points
Loans and advances bank

Cash collateral and settlement balances
   19,264    –    19,264    –    –    –    –
Interbank lending
   24,086    51    24,035    48    0.2    40    17
Loans and advances to customers

Corporate lending
   77,042    486    76,556    1,100    1.4    305    40
ABS CDO Super Senior
   4,117    1,013    3,104    4,117    100.0    1,383    3,359
Other wholesale lending
   23,933    246    23,687    478    2.0    208    87
Cash collateral and settlement balances
   60,154    –    60,154    –    –    –    –
Total
   208,596    1,796    206,800    5,743    2.8    1,936    93

~~Barclays~~

~~Annual Report 2008~~

~~Risk Management~~

~~Credit Risk Management~~

~~Loans and advances~~

~~Analysis of Barclays Commercial Bank loans and advances~~

~~The tables below analyse the industry split of~~ Barclays Commercial Bank loans and advances ~~after impairment allowance of £504m. The loan book consists of both loans and advances held at amortised cost and loans and advances held at fair value.~~

~~Loans and advances~~ held at fair value split between property, business and services and Government sectors, were ~~£12,966m as at 31st~~£13,074m (31st December ~~2008. Of~~2008: £12,966m). The fair value of these ~~£12,360m related to government, local authority~~loans and ~~social housing. Fair value exceeds amortised cost by £3,018m. Fair value is calculated using a valuation model with reference~~

~~to observable market inputs and is~~any movements are matched by offsetting fair value movements on hedging instruments. ~~The underlying nominal portfolio increased 47% in 2008.~~

~~Property balances within loans and advances at amortised cost and held at fair value totalled £16,351m, of which £8,795m related to social housing.~~

~~The weighted average of the drawn balance loss given default, for all of the above loans and advances, was 31%.~~

~~Table 5: Analysis of Barclays Commercial Bank loans~~Loans and advances at amortised cost


As at 31st December 2009	Gross loans and advances £m	Impairment allowance £m	Loans and advances net of impairment £m	Credit risk loans £m	CRLs % of gross loans and advances %	Impairment charge £m	Loan loss rates basis points
Wholesale – customers	218,110	4,604	213,506	10,990	5.0	3,430	157
Wholesale – banks	41,196	61	41,135	57	0.1	11	3
Total wholesale	259,306	4,665	254,641	11,047	4.3	3,441	133
Retail – customers	212,849	6,131	206,718	11,341	5.3	3,917	184
Total retail	212,849	6,131	206,718	11,341	5.3	3,917	184
Total	472,155	10,796	461,359	22,388	4.7	7,358	156

As at 31st December 2008
Wholesale – customers	266,750	2,784	263,966	8,144	3.1	2,540	95
Wholesale – banks	47,758	51	47,707	48	0.1	40	8
Total wholesale	314,508	2,835	311,673	8,192	2.6	2,580	82
Retail – customers	201,588	3,739	197,849	7,508	3.7	2,333	116
Total retail	201,588	3,739	197,849	7,508	3.7	2,333	116
Total	516,096	6,574	509,522	15,700	3.0	4,913	95


Loans and advances held at fair value	As at 31.12.09 £m	As at ^a 31.12.08 £m
Government	5,024	5,143
Financial Institutions	3,543	7,354
Transport	177	218
Postal and Communications	179	37
Business and other services	2,793	2,882
Manufacturing	1,561	238
Wholesale and retail distribution and leisure	664	1,110
Construction	237	412
Property	11,490	14,944
Energy and Water	241	258
Total	25,909	32,596

Note

a
~~Loans and advances to banks at amortised cost~~
		~~Total~~ £m
~~Financial institutions and services~~		~~867~~
~~Total~~		~~867~~

~~Loans and advances to customers at amortised cost~~
		~~Total~~ £m
~~Business and other services~~		~~16,611~~
~~Construction~~		~~3,974~~
~~Energy and water~~		~~1,112~~
~~Financial institutions and services~~		~~6,427~~
~~Finance Lease receivables~~		~~6,644~~
~~Manufacturing~~		~~8,378~~
~~Postal and communications~~		~~1,303~~
~~Property~~		~~8,985~~
~~Transport~~		~~2,014~~
~~Wholesale and retail distribution and leisure~~		~~11,426~~
~~Government~~		~~659~~
~~Total~~		~~67,533~~
~~Loans~~2008 loans and advances held at fair value
		~~Total~~ £m
~~Business and other services~~		~~535~~
~~Construction~~		39
~~Financial institutions and services~~		32
~~Property~~		~~7,366~~
~~Government~~		~~4,994~~
~~Total~~		~~12,966~~

~~Barclays~~

~~Annual Report 2008~~

79 have been reanalysed to reflect changes in classification of assets.

~~Barclays Commercial Bank financial sponsor leveraged finance~~

As at 31st December 2008, the exposure relating to financial sponsor related leveraged finance loans in Barclays Commercial Bank was £2,445m, of which £1,875m related to drawn amounts recorded in loans and advances.

~~Table 6: Barclays Commercial Bank financial sponsor leveraged finance~~


~~Leveraged finance exposure by region~~
~~As at 31st December 2008~~		£m
UK		~~2,111~~
~~Europe~~		~~323~~
~~Other~~		11
~~Total lending and commitments~~		~~2,445~~
~~Underwriting~~		28
~~Total exposure~~		~~2,473~~

~~The industry classification of the exposure was as follows:~~

~~Leveraged finance exposure by industry~~

As at 31st December 2008    Drawn
£m    Undrawn
£m    Total
£m
Business and other services
   1,083    288    1,371
Construction
   12    5    17
Energy and water
   43    17    60
Financial institutions and services
   58    10    68
Manufacturing
   307    130    437
Postal and communications
   35    2    37
Property
   26    5    31
Transport
   14    43    57
Wholesale and retail distribution and leisure
   297    70    367
Total exposure
   1,875    570    2,445


80 74

Risk management

Credit risk management

continued

Impairment Charges

Impairment charges on loans and advances increased 50% (£2,445m) to £7,358m (2008: £4,913m). The increase was primarily due to economic deterioration and portfolio maturation, currency movements and methodology enhancements, partially offset by a contraction in loan balances. As a result of this increase in impairment and the fall in loans and advances, the impairment charges as a percentage of period end Group total loans and advances (loan loss rate) increased to 156bps (31st December 2008: 95bps). When measured against constant 2008 year-end loans and advances balances and impairment at average 2008 foreign exchange rates, the loan loss rate for the period was 135bps.

In Investment Banking and Investment Management, impairment was broadly unchanged at £1,949m (2008: £1,980m). The loan loss rate for 2009 was 109bps (2008: 90bps).

The impairment charge against available for sale assets and reverse repurchase agreements increased by 41% (£207m) to £713m (2008: £506m), driven by impairment against credit market exposures.


Impairment Charges and Other Credit Provisions	Year Ended 31.12.09 £m	Year Ended 31.12.08 £m
Impairment charges on loans and advances	7,330	4,584
Charges in respect of undrawn facilities and guarantees	28	329
Impairment charges on loans and advances	7,358	4,913
Impairment charges on reverse repurchase agreements	43	124
Impairment charges on available for sale assets	670	382
Impairment charges and other credit provisions	8,071	5,419


Impairment Charges by Business	Loans and advances £m	Available for sale assets £m	Reverse repurchase agreements £m	Total £m
Year Ended 31.12.2009
Global Retail and Commercial Banking	5,395	18	–	5,413
UK Retail Banking	936	–	–	936
Barclays Commercial Bank	960	14	–	974
Barclaycard	1,798	–	–	1,798
GRCB – Western Europe	663	4	–	667
GRCB – Emerging Markets	471	–	–	471
GRCB – Absa	567	–	–	567
Investment Banking and Investment Management	1,949	650	43	2,642
Barclays Capital^a	1,898	650	43	2,591
Barclays Wealth	51	–	–	51
Head Office Functions and Other Operations	14	2	–	16

Total Impairment charges	7,358	670	43	8,071

Year Ended 31.12.2008
Global Retail and Commercial Banking	2,922	–	–	2,922
UK Retail Banking	602	–	–	602
Barclays Commercial Bank	414	–	–	414
Barclaycard	1,097	–	–	1,097
GRCB – Western Europe	297	–	–	297
GRCB – Emerging Markets	165	–	–	165
GRCB – Absa	347	–	–	347
Investment Banking and Investment Management	1,980	363	124	2,467
Barclays Capital^a	1,936	363	124	2,423
Barclays Wealth	44	–	–	44
Head Office Functions and Other Operations	11	19	–	30

Total Impairment charges	4,913	382	124	5,419

Note

a	Credit market related impairment charges within Barclays ~~Annual Report 2008~~ Capital comprised £1,205m (2008: £1,517m) against loans and advances, £464m (2008: £192m) against available for sale assets and £nil (2008: £54m) against reverse repurchase agreements.


				75

LOGO

Credit Risk Loans

The Group’s Credit Risk Loans (CRLs) rose 43% to £22,388m (31st December 2008: £15,700m) in 2009. Balances were higher across Retail Home Loans, Retail Unsecured and Other and Corporate and Wholesale exposures reflecting the deterioration in credit conditions in the past year across Barclays areas of operations. The most notable increases were in the international businesses in Global Retail and Commercial Banking, with GRCB – Western Europe increasing the most as credit conditions deteriorated in Spain, Italy and Portugal. However, the rate of increase to the Group numbers has fallen during each quarter of 2009 from 17% in Q1 09 to 5% in Q4 09.

CRLs in Retail Home Loans increased by £1,076m (43%) to £3,604m (31st December 2008: £2,528m) and in Retail Unsecured and Other portfolios by £2,757m (55%) to £7,737m (31st December 2008: £4,980m) as credit conditions deteriorated and arrears balances rose in a number of regions, notably in: Absa Home Finance and Cards, GRCB – Western Europe, particularly in Spain and Italy; Barclaycard US cards; and in UK Retail Banking unsecured lending. CRLs also increased in GRCB – Western Europe following the purchase of the Citigroup cards portfolio in Portugal in December 2009.

CRLs in the Corporate and Wholesale portfolios rose 35% to £11,047m (31st December 2008: £8,192m). CRL balances were higher in all businesses, as economic conditions led to deterioration across default grades and a rise in impairment in most wholesale portfolios. The largest increases were in GRCB – Western Europe, Barclays Capital and Barclays Commercial Bank.

Potential Problem Loans

Balances within the Group’s Potential Problem Loans (PPLs) category rose by 37% to £3,368m (31st December 2008: £2,456m). The principal movements were in the Corporate and Wholesale portfolios, where PPLs rose £715m to £2,674m (31st December 2008: £1,959m). PPL balances increased in the retail portfolios to £694m (31st December 2008: £497m) as balances increased in the Retail Unsecured and Other portfolios. This was partially offset by a fall in PPL balances in Retail Home Loans.

Potential Credit Risk Loans

As a result of the increases in CRLs and PPLs, Group Potential Credit Risk Loan (PCRL) balances rose 42% to £25,756m (31st December 2008: £18,156m).

PCRL balances rose in Retail Home Loans by 34% to £3,739m (31st December 2008: £2,795m) and in Retail Unsecured and Other portfolios by 59% to £8,296m (31st December 2008: £5,210m) as delinquency rates rose across a number of portfolios, particularly in the UK, US, Spain and South Africa.

Total PCRL balances in the Corporate and Wholesale portfolios increased by 35% to £13,721m (31st December 2008: £10,151m) after a number of customers migrated into the CRL and PPL categories, reflecting higher default probabilities in the deteriorating global wholesale environment.

Impairment Allowances and Coverage Ratios

Impairment allowances increased 64% to £10,796m (31st December 2008: £6,574m), reflecting increases across the majority of businesses as credit conditions deteriorated during the year.

In the Corporate and Wholesale portfolios, impairment allowances increased 65% to £4,665m (31st December 2008: £2,835m). The CRL coverage ratio rose to 42.2% (31st December 2008: 34.6%), and the PCRL coverage ratio rose to 34.0% (31st December 2008: 27.9%).

The CRL coverage ratios in Retail Home Loans, Retail Unsecured and Other and Corporate and Wholesale portfolios remain within the ranges which are the typical severity rates for these types of products. As a result of the movements across these three portfolios, the Group’s CRL coverage ratio increased to 48.2% (31st December 2008: 41.9%), and its PCRL coverage ratio also increased to 41.9% (31st December 2008: 36.2%).


Potential Credit Risk Loans and Coverage Ratios	CRLs		PPLs		PCRLs
	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m
Home Loans	3,604	2,528	135	267	3,739	2,795
Unsecured and other	7,737	4,980	559	230	8,296	5,210
Retail	11,341	7,508	694	497	12,035	8,005
Corporate/Wholesale	11,047	8,192	2,674	1,959	13,721	10,151
Group	22,388	15,700	3,368	2,456	25,756	18,156

	Impairment allowance		CRL coverage		PCRL coverage
	31.12.09 £m	31.12.08 £m	31.12.09 %	31.12.08 %	31.12.09 %	31.12.08 %
Home Loans	639	321	17.7	12.7	17.1	11.5
Unsecured and other	5,492	3,418	71.0	68.6	66.2	65.6
Retail	6,131	3,739	54.1	49.8	50.9	46.7
Corporate/Wholesale	4,665	2,835	42.2	34.6	34.0	27.9
Group	10,796	6,574	48.2	41.9	41.9	36.2


76

Risk ~~Management~~management

Credit risk management

continued

Wholesale Credit Risk ~~Management~~

Loans and Advances to customers and banks in the wholesale portfolios decreased by £55,202m (18%) to £259,306m, primarily as a result of a £42,972m (21%) fall in Barclays Capital to £165,624m, due to a decrease in the cash collateral held against derivative trades, a reduction in non-UK lending and a decrease in the value of Sterling relative to other currencies. This was partially offset by increases in lending due to restructuring of credit market assets and a reclassification of previously held for trading assets to loans and advances.

The corporate and government lending portfolio declined 30% to £53,305m (31st December 2008: £76,556m) primarily due to reductions in non-UK lending, a decrease in the value of other currencies relative to Sterling and the repayment of leveraged finance loans.

Included within corporate and government lending and other wholesale lending portfolios are £5,646m (31st December 2008: £7,674m) of loans backed by retail mortgage collateral classified within financial institutions.

Loans and advances fell in Barclays Commercial Bank by £8,064m (12%) to £60,840m, due to reduced customer demand. Balances fell in both GRCB – Western Europe and GRCB – Emerging Markets, which was due, in part, to the depreciation of various currencies across the regions against Sterling. The increase of £1,429m (17%) of balances in GRCB –Absa was due to the appreciation of the Rand against Sterling during 2009. In Rand terms, balances were stable.

In the wholesale portfolios, the impairment charge against loans and advances rose by £861m (33%) to £3,441m (2008: £2,580m) mainly due to increases in:

–

Barclays Commercial Bank, reflecting rising default rates and lower asset values;


Wholesale loans and advances at amortised cost
As at 31.12.09	Gross loans and advances £m	Impairment allowance £m	Loans and advances net of impairment £m	Credit risk loans £m	CRLs % of gross loans and advances loans %	Impairment charge £m	Loan rates loss bps
BCB	60,840	679	60,161	1,837	3.0	960	158
Barclaycard	322	4	318	10	3.1	17	528
GRCB WE	12,690	466	12,224	1,435	11.3	328	258
GRCB EM	5,228	227	5,001	358	6.8	140	268
GRCB Absa	10,077	195	9,882	690	6.8	67	66
Barclays Capital	165,624	3,025	162,599	6,411	3.9	1,898	115
BGI	5	–	5	–	–	–	–
Barclays Wealth	3,495	43	3,452	179	5.1	17	49
Head office	1,025	26	999	127	12.4	14	137
Total	259,306	4,665	254,641	11,047	4.3	3,441	133

As at 31.12.08
BCB	68,904	504	68,400	1,181	1.7	414	60
Barclaycard	301	2	299	20	6.6	11	365
GRCB WE	15,750	232	15,518	579	3.7	125	79
GRCB EM	7,233	122	7,111	190	2.6	36	50
GRCB Absa	8,648	140	8,508	304	3.5	19	22
Barclays Capital	208,596	1,796	206,800	5,743	2.8	1,936	93
BGI	834	–	834	–	–	–	–
Barclays Wealth	3,282	28	3,254	174	5.3	28	85
Head office	960	11	949	1	0.1	11	115
Total	314,508	2,835	311,673	8,192	2.6	2,580	82



Analysis of wholesale loans and advances at amortised cost net of impairment allowances
	Corporate		Government		Settlement balances & cash collateral		Other wholesale		Total wholesale
Wholesale	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m
BCB	59,979	67,741	182	659	–	–	–	–	60,161	68,400
Barclaycard	318	299	–	–	–	–	–	–	318	299
GRCB WE	12,184	15,226	14	32	–	–	26	260	12,224	15,518
GRCB EM	4,044	5,074	170	1,709	–	–	787	328	5,001	7,111
GRCB Absa	8,695	8,480	263	28	–	–	924	–	9,882	8,508
Barclays Capital	49,849	72,796	3,456	3,760	55,672	79,418	53,622	50,826	162,599	206,800
BGI	5	834	–	–	–	–	–	–	5	834
Barclays Wealth^a	2,818	2,691	162	105	–	–	472	458	3,452	3,254
Head office	999	949	–	–	–	–	–	–	999	949
Total	138,891	174,090	4,247	6,293	55,672	79,418	55,831	51,872	254,641	311,673

Note

a	2008 Barclays Wealth analysis of Wholesale loans and advances has been reanalysed to reflect changes in the reclassification of assets.


				77

LOGO

–

GRCB – Western Europe, reflecting the economic deterioration in Spain which has impacted the commercial, construction and SME portfolios in particular, together with the appreciation of the average value of the Euro against Sterling; and

–

GRCB – Emerging Markets as credit conditions continued to deteriorate resulting in a small number of higher value single name charges and the appreciation of the average value of a number of currencies against Sterling.

Impairment in Barclays Capital of £1,898m (2008: £1,936m) was broadly in line with 2008, as a fall in the impairment charge against credit market exposures was partially offset by a rise in the impairment charge against non-credit market exposures.

The loan loss rate across the Group’s wholesale portfolios for 2009 was 133bps (2008: 82bps), reflecting the rise in impairment and the 18% reduction in wholesale loans and advances.

As we enter 2010, the principal uncertainties relating to the performance of the wholesale portfolios are:

–

the extent and sustainability of economic recovery and asset prices in the UK, US, Spain and South Africa as governments consider how and when to withdraw stimulus packages;

–

the potential for single name risk and for idiosyncratic losses in different sectors and geographies where credit positions are sensitive to economic downturn;

–

possible additional deterioration in our remaining credit market exposures, including commercial real estate and leveraged finance; and

–

the potential impact of deteriorating sovereign credit quality.


Analysis of Barclays capital wholesale loans and advances at amortised cost
As at 31.12.09	Gross loans and advances £m	Impairment allowance £m	Loans and advances net of impairment £m	Credit risk Loans £m	CRLs % of gross loans and advance %	Impairment Charge £m	Loan loss rates basis points
Loans and advances to banks
Cash collateral and settlement balances	15,893	–	15,893	–	–	–	–
Interbank lending	21,722	61	21,661	57	0.3	14	6
Loans and advances to customers
Corporate and Government lending	54,342	1,037	53,305	2,198	4.0	1,115	205
ABS CDO Super Senior	3,541	1,610	1,931	3,541	100.0	714	2,016
Other wholesale lending	30,347	317	30,030	615	2.0	55	18
Cash collateral and settlement balances	39,779	–	39,779	–	–	–	–
Total	165,624	3,025	162,599	6,411	3.9	1,898	115

As at 31.12.08
Cash collateral and settlement balances	19,264	–	19,264	–	–	–	–
Interbank lending	24,086	51	24,035	48	0.2	40	17
Loans and advances to customers
Corporate and Government lending	77,042	486	76,556	1,100	1.4	305	40
ABS CDO Super Senior	4,117	1,013	3,104	4,117	100.0	1,383	3,359
Other wholesale lending	23,933	246	23,687	478	2.0	208	87
Cash collateral and settlement balances	60,154	–	60,154	–	–	–	–
Total	208,596	1,796	206,800	5,743	2.8	1,936	93


78

Risk management

Credit risk management

continued

Retail Credit Risk

~~Gross Loans and Advances to retail customers grew 24% to £201,588m (31st December 2007: £162,081m). The principal drivers were~~overdrafts. GRCB – Western Europe ~~UK Retail Banking,~~increased by £2,517m (6%), which primarily reflected growth in Italy and ~~Barclaycard. The GRCB – Western Europe retail portfolio grew~~Portugal following the expansion of the franchise, principally across mortgages and cards. This growth was partially offset by ~~£14,436m (59%) to £38,918m, largely driven by home loans in Spain and Italy, and~~ the appreciation of the Euro against Sterling. The ~~UK Retail Banking portfolio increased~~increase of £2,611m (11%) of balances in GRCB – Absa was due to the appreciation of the Rand against Sterling during 2009. In Rand terms, balances fell by ~~£12,319m (15%~~3%. Balances in GRCB –Emerging Markets were £483m (12%) to £96,083m, primarily driven by UK home loans. The Barclaycard Retail portfolios grew by £8,866m (43%) to £29,390m, with growth across the US, UK and Barclaycard’s other European card portfolios.lower, in part reflecting movements in Sterling against local currencies.

Total home loans to retail customers ~~grew~~rose by ~~27%~~£9,254m (7%) to ~~£135,077m, driven by the 58% rise in GRCB – Western Europe, reflecting currency movements and book growth.~~£149,099m (31st December 2008: £139,845m). The UK ~~home finance~~Home Finance portfolios within UK Retail Banking grew ~~18%~~7% to ~~£82,303m~~£87,943m (31st December ~~2007: £69,805m)~~2008: £82,303m).

Unsecured retail credit (credit card and unsecured loans) portfolios ~~grew 43%~~fell 7% to ~~£38,856m~~£37,733m (31st December ~~2007: £27,256m), principally~~2008: £40,437m).

In the retail portfolios, the impairment charge against loans and advances rose by £1,584m (68%) to £3,917m (2008: £2,333m) as economic

conditions, particularly unemployment, deteriorated across all regions. Policy and methodology enhancements, currency movements and portfolio maturation also had an impact. The largest increase was in Barclaycard, which increased by £695m (64%) to £1,781m, mainly driven by higher delinquencies and deteriorating economic conditions in the United Kingdom and the United States as well as portfolio maturation. The increase of £334m (55%) to £936m in UK Retail Banking was primarily due to lower recoveries and policy and methodology enhancements. Impairment charges in GRCB – Western Europe and GRCB – Emerging Markets were impacted by increased delinquency rates as credit conditions deteriorated particularly in Spain and India. Impairment increased in GRCB – Absa as a result of ~~growth in Barclaycard US~~high delinquency levels due to consumer indebtedness and ~~GRCB – Western Europe as well as~~increased debt counselling balances following the ~~acquisition~~enactment of ~~Goldfish in~~ the ~~UK.~~2007 National Credit Act.

The loan loss rate across the Group’s retail portfolios for 2009 was 184bps (2008: 116bps).

As we enter 2010, the principal uncertainties relating to the performance of the Group’s retail portfolios are:

–

the extent and sustainability of economic recovery in the UK, US, Spain and South Africa as governments consider how and when to withdraw stimulus packages;

–

the dynamics of unemployment in those markets and the impact on delinquency and charge-off rates;

~~Table 7: Retail loans and advances net of impairment allowances~~

As at 31st December 2008    Gross
loans and
advances
£m    Impairment
allowance
£m    Loans and
advances net
of impairment
£m
Credit risk
Loans
£m
   CRLs % of
gross loans
and advances
%
Impairment
charge
£m
   Loan loss
rates
basis points
UK Retail Banking
   96,083    1,134    94,949    2,403    2.50    602    63
Barclaycard
   29,390    1,677    27,713    2,566    8.70    1,086    370
GRCB – Western Europe
   38,918    302    38,616    794    2.00    171    44
GRCB – Emerging Markets
   4,083    191    3,892    179    4.40    130    318
GRCB – Absa
   24,677    411    24,266    1,518    6.20    328    133
Barclays Wealth
   8,437    24    8,413    48    0.60    16    19
Total
   201,588    3,739    197,849    7,508    3.70    2,333    116
As at 31st December 2007

UK Retail Banking
   83,764    1,005    82,759    2,063    2.50    559    67
Barclaycard
   20,524    1,093    19,431    1,601    7.80    818    399
GRCB – Western Europe
   24,482    81    24,401    250    1.00    57    23
GRCB – Emerging Markets
   1,881    44    1,837    67    3.60    29    154
GRCB – Absa
   24,994    235    24,759    499    2.00    135    54
Barclays Wealth
   6,436    2    6,434    4    0.10    7    11
Total
   162,081    2,460    159,621    4,484    2.80    1,605    99


Retail loans and advances to customers at amortised cost

As at 31.12.09	Gross loans & advances £m	Impairment allowance £m	Loans & advances net of impairment £m	Credit risk loans £m	CRLs % of gross loans & advances %	Impairment charge £m	Loan loss rates bp
UKRB	101,064	1,587	99,477	3,108	3.1	936	93
Barclaycard	29,460	2,670	26,790	3,392	11.5	1,781	605
GRCB WE	41,514	689	40,825	1,411	3.4	335	81
GRCB EM	3,521	474	3,047	551	15.6	331	940
GRCB Absa	27,288	655	26,633	2,573	9.4	500	183
Barclays Wealth	10,002	56	9,946	306	3.1	34	34
Total	212,849	6,131	206,718	11,341	5.3	3,917	184

As at 31.12.08
UKRB	96,083	1,134	94,949	2,403	2.5	602	63
Barclaycard	29,390	1,677	27,713	2,566	8.7	1,086	370
GRCB WE	38,997	306	38,691	798	2.0	172	44
GRCB EM	4,004	187	3,817	175	4.4	129	322
GRCB Absa	24,677	411	24,266	1,518	6.2	328	133
Barclays Wealth	8,437	24	8,413	48	0.6	16	19
Total	201,588	3,739	197,849	7,508	3.7	2,333	116


	Home loans		Cards and unsecured loans		Other retail		Total retail
	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m
UK Retail Banking	87,943	82,303	7,329	8,294	4,205	4,352	99,477	94,949
Barclaycard	–	–	21,564	23,224	5,226	4,489	26,790	27,713
GRCB – Western Europe	34,592	33,807	3,513	4,423	2,720	461	40,825	38,691
GRCB – Emerging Markets	452	556	2,502	2,872	93	389	3,047	3,817
GRCB – Absa	20,492	18,411	1,003	43	5,138	5,812	26,633	24,266
Barclays Wealth^a	5,620	4,768	1,822	1,581	2,504	2,064	9,946	8,413
Total	149,099	139,845	37,733	40,437	19,886	17,567	206,718	197,849

~~Table 8: Analysis of retail loans and advances net of impairment allowances~~Note

      Home loans    Cards and unsecured loans    Other retail    Total retail
      2008
£m    2007
£m
2008
£m

2007
£m
   2008
£m    2007
£m    2008
£m    2007
£m
UK Retail Banking
   82,303    69,805    8,294    8,297    4,352    4,657    94,949    82,759
Barclaycard
   –    –    23,224    14,930    4,489    4,501    27,713    19,431
GRCB – Western Europe
   33,760    21,393    4,395    2,660    461    348    38,616    24,401
GRCB – Emerging Markets
   603    285    2,900    1,369    389    183    3,892    1,837
GRCB – Absa
   18,411    15,136    43    –    5,812    9,623    24,266    24,759
Barclays Wealth
   –    –    –    –    8,413    6,434    8,413    6,434
Total
   135,077    106,619    38,856    27,256    23,916    25,746    197,849    159,621

a	2008 Barclays Wealth analysis of retail loans and advances to customers has been reanalysed to reflect changes in the classification of assets.


				79

LOGO

–

~~Barclays~~the speed and extent of possible rises in interest rates in the UK, US and eurozone; and

~~Annual Report 2008~~

–

the possibility of any further falls in residential property prices in the UK, South Africa and Spain.

Home Loans

The Group’s principal home loans portfolios ~~continue~~continued largely to be in the UK Retail Banking Home Finance business ~~(61%~~(59% of the Group’s total), GRCB – Western Europe ~~(25%~~(23%) primarily Spain and Italy, and South Africa (14%). During the year, the Group managed the risk profile of these portfolios by strengthening underwriting criteria and reducing the maximum loan to value (LTV) ratios, with greater discrimination between purchases and remortgages and, within the UK buy to let (BTL) segment, between portfolio customers and single property investors.

~~Credit~~The credit quality of the principal home loan portfolios reflected ~~relatively~~ low ~~levels of high~~ LTV lending. ~~The LTVs on~~Using current valuations, the ~~Group’s principal home loan portfolios are shown in table 9. Using recent valuations, the~~average LTV of the portfolios as at 31st December ~~2008~~2009 was ~~40%~~43% for UK ~~Retail Banking’s mortgage business,~~Home Finance (31st December 2008: 40%), 51% for Spain (31st December 2008: 48%) and 42% for ~~the Spanish mortgage portfolio within GRCB – Western Europe and~~South Africa (31st December 2008: 41% ~~for GRCB – Absa’s mortgage portfolio in South Africa.~~). The average LTV for new mortgage business during ~~2008~~2009 at origination was 48% for ~~these portfolios was~~UK Home Finance (31st December 2008: 47% ~~for the UK, 63%~~), 55% for Spain (31st December 2008: 63%) and ~~58%~~53% for South ~~Africa.~~Africa (31st December 2008: 58%). The percentage of balances with an LTV of over 85% based on current values was ~~10%~~14% for ~~the~~ UK 5%Home Finance (31st December 2008: 10%), 7% for Spain (31st December 2008: 5%) and ~~25%~~27% for South ~~Africa.~~Africa (31st December 2008: 25%). In the UK, ~~BTL~~buy-to-let mortgages comprised ~~6.8%~~6% of the total ~~stock.~~stock as at 31st December 2009.

Impairment charges rose across the home ~~loan~~loans portfolios, reflecting the impact of lower house prices as well as some ~~increase~~increases in arrears rates.

Three-month arrears as at 31st December ~~2008~~2009 were ~~0.91%~~1.04% for UK

mortgages ~~0.76%~~(31st December 2008: 0.91%), 0.63% for Spain (31st December 2008: 0.51%), as credit conditions deteriorated and ~~2.11%~~4.07% for South ~~Africa. To support~~Africa (31st December 2008: 2.11%), due to consumer indebtedness and increased debt counselling balances following the ~~Group’s risk profile, we increased collections staff across~~enactment of the ~~businesses and improved operational practices to boost effectiveness.~~2007 National Credit Act.

Repossessions

The number of properties in repossession in UK Home Loans remained very low during 2009. At the end of 2009 there were 196 properties in repossession, 40 higher than the previous year (31st December 2008: 156).

Credit ~~Cards and Unsecured~~Risk Loans

CRLs in the Corporate and Wholesale portfolios rose 35% to £11,047m (31st December 2008: £8,192m). CRL balances were higher in all businesses, as economic conditions led to deterioration across default grades and a rise in impairment in most wholesale portfolios. The largest ~~card~~increases were in GRCB – Western Europe, Barclays Capital and ~~unsecured loan~~Barclays Commercial Bank.

Potential Problem Loans

Balances within the Group’s Potential Problem Loans (PPLs) category rose by 37% to £3,368m (31st December 2008: £2,456m). The principal movements were in the Corporate and Wholesale portfolios, ~~are~~where PPLs rose £715m to £2,674m (31st December 2008: £1,959m). PPL balances increased in the retail portfolios to £694m (31st December 2008: £497m) as balances increased in the Retail Unsecured and Other portfolios. This was partially offset by a fall in PPL balances in Retail Home Loans.

Potential Credit Risk Loans

As a result of the increases in CRLs and PPLs, Group Potential Credit Risk Loan (PCRL) balances rose 42% to £25,756m (31st December 2008: £18,156m).

Total PCRL balances in the Corporate and Wholesale portfolios increased by 35% to £13,721m (31st December 2008: £10,151m) after a number of ~~Group total)~~customers migrated into the CRL and PPL categories, reflecting higher default probabilities in the deteriorating global wholesale environment.

Impairment Allowances and Coverage Ratios

Impairment allowances increased 64% to £10,796m (31st December 2008: £6,574m), reflecting increases across the majority of businesses as credit conditions deteriorated during the year.

Retail impairment allowances rose by 99% in Retail Home Loans to £639m (31st December 2008: £321m) and by 61% in Retail Unsecured and Other portfolios to £5,492m (31st December 2008: £3,418m). The ~~US accounts for 19%~~CRL coverage ratio in Retail Home Loans increased to 17.7% (31st December 2008: 12.7%), ~~where Barclaycard’s portfolio is largely Prime credit quality (FICO score of 660 or more). To address the impact of economic deterioration~~ and the ~~impact of weaker labour markets on the unsecured~~PCRL coverage ratio increased to 17.1% (31st December 2008: 11.5%). The CRL coverage ratio in Retail Unsecured and Others portfolios ~~in 2008, the Group used a range of measures~~increased to ~~improve new customer quality and control the risk profile of existing customers.~~71.0% (31st December 2008: 68.6%). The PCRL coverage ratio increased to 66.2% (31st December 2008: 65.6%).

In the ~~UK Cards portfolio, initial credit lines were made more conservative, followed by selective credit limit increases using more accurately assessed customer behaviour.~~Corporate and Wholesale portfolios, impairment allowances increased 65% to £4,665m (31st December 2008: £2,835m). The ~~overall number~~CRL coverage ratio rose to 42.2% (31st December 2008: 34.6%), and the PCRL coverage ratio rose to 34.0% (31st December 2008: 27.9%).

The CRL coverage ratios in Retail Home Loans, Retail Unsecured and Other and Corporate and Wholesale portfolios remain within the ranges which are the typical severity rates for these types of credit limit increases were reduced by strengthening qualification criteria and a proportion of higher-risk dormant accounts were closed. Arrears rates in the UK Cards portfolio fell slightly during the year, reflecting measures taken to improve customer quality in 2007 and 2008. Repayment Plan balances grew to support government initiatives to supply relief to customers experiencing financial difficulty. Payment rates in repayment plans remained relatively stable.

products. As a ~~percentage~~result of the ~~portfolio, three-month arrears rates rose during 2008~~movements across these three portfolios, the Group’s CRL coverage ratio increased to ~~1.87% for UK Loans~~48.2% (31st December 2008: 41.9%), and ~~2.15% for US Cards. The rate reduced~~its PCRL coverage ratio also increased to ~~1.28% for UK Cards.~~41.9% (31st December 2008: 36.2%).

Potential Credit Risk Loans and Coverage Ratios


CRLs

PPLs

PCRLs
      31.12.09
£m    31.12.08
£m    31.12.09
£m    31.12.08
£m    31.12.09
£m    31.12.08
£m
Home Loans
   3,604    2,528    135    267    3,739    2,795
Unsecured and other
   7,737    4,980    559    230    8,296    5,210
Retail
   11,341    7,508    694    497    12,035    8,005
Corporate/Wholesale
   11,047    8,192    2,674    1,959    13,721    10,151
Group
   22,388    15,700    3,368    2,456    25,756    18,156
      Impairment allowance    CRL coverage    PCRL coverage
      31.12.09
£m    31.12.08
£m    31.12.09
%    31.12.08
%    31.12.09
%    31.12.08
%
Home Loans
   639    321    17.7    12.7    17.1    11.5
Unsecured and other
   5,492    3,418    71.0    68.6    66.2    65.6
Retail
   6,131    3,739    54.1    49.8    50.9    46.7
Corporate/Wholesale
   4,665    2,835    42.2    34.6    34.0    27.9
Group
   10,796    6,574    48.2    41.9    41.9    36.2

~~Table 9: Home loans – distribution of balances by loan to value (mark to market)~~^a

      UK    Spain    South Africa
   2008
%
   2007
%
   2008
%
   2007
%
   2008
%
   2007
%
<= 75%
   78.2    90.1    86.7    92.2    60.5    68.6
> 75% and <= 80%
   6.1    4.7    4.8    4.2    7.5    7.2
> 80% and <= 85%
   5.5    2.5    3.7    1.6    7.2    7.1
> 85% and <= 90%
   4.5    1.5    1.6    0.7    7.6    5.9
> 90% and <= 95%
   2.5    0.9    1.3    0.6    6.7    6.1
> 95%
   3.1    0.3    1.9    0.7    10.5    5.1
Portfolio loan-to-value (mark to market)
   40    34    48    45    41    38
Average loan-to-value on new mortgages during the year
   47    49    63    63    58    59

Table 10: Home loans three-month arrears^{a, b}

      As at
31.12.08
%    As at
30.06.08
%    As at
31.12.07
%
UK
   0.91    0.70    0.63
Spain
   0.76    0.46    0.24
South Africa
   2.11    0.96    0.25

Table 11: Unsecured lending three-month arrears^c

      As at
31.12.08
%    As at
30.06.08
%    As at
31.12.07
%
UK Cards
   1.28    1.36    1.36
UK Loans
   1.87    1.40    1.35
US Cards
   2.15    2.08    1.83

~~Note~~

a	Based on the following portfolios: UK: UKRB Residential Mortgage and Buy to Let portfolios; Spain: GRCB – Western Europe Spanish retail home finance portfolio; South Africa: GRCB – Absa retail home finance portfolio.

b	~~Defined as total 90 day + delinquent balances as a percentage of outstandings.~~

c	Defined as total 90 day + delinquent balances as a percentage of outstandings. Excludes legal and repayment plans. UK Cards based on Barclaycard Branded Cards, excluding Goldfish. UK Loans based on Barclayloan. US cards excludes Business Card and US Airways portfolios.

82 76

~~Barclays~~

~~Annual Report 2008~~

Risk ~~Management~~management

Credit risk management

continued

Wholesale Credit Risk ~~Management~~

Loans and advances

~~Monitoring weaknesses~~ fell in ~~exposures~~

Barclays ~~actively manages its credit exposures. When weaknesses~~Commercial Bank by £8,064m (12%) to £60,840m, due to reduced customer demand. Balances fell in ~~exposures are detected~~both GRCB – ~~either~~Western Europe and GRCB – Emerging Markets, which was due, in individual exposures or in groups of exposures – the Group takes action to mitigate the risks. Such actions may, for example, include: reducing the amounts outstanding (in discussion with the customers, clients or counterparties if appropriate); using credit derivatives securitising the assets; and, on occasion, selling them.

Corporate accounts that are deemed to contain heightened levels of risk are recorded on graded early warning or watch lists comprising three categories graded in line with the perceived severity of the risk attachedpart, to the ~~lending, and its probability~~depreciation of default. These are updated monthly and circulated to the relevant risk control points. Once listing has taken place, exposure is very carefully monitored and, where appropriate, exposure reductions are effected.

Should an account become impaired, it will normally, but not necessarily, have passed through all three categories, which reflect the need for ever-increasing caution and control. Where an obligor’s financial health gives grounds for concern, it is immediately placed into the appropriate

category. All obligors, regardless of financial health, are subject to a full review of all facilities on, at least, an annual basis. More frequent interim reviews may be undertaken should circumstances dictate.

~~Warning list balances rose throughout the year as wholesale credit conditions deteriorated~~various currencies across the regions against Sterling. The increase of £1,429m (17%) of balances in ~~which Barclays operates.~~GRCB –Absa was due to the appreciation of the Rand against Sterling during 2009. In Rand terms, balances were stable.

~~Within Local Business, accounts that are deemed~~In the wholesale portfolios, the impairment charge against loans and advances rose by £861m (33%) to ~~have a heightened level of risk, or that exhibit some unsatisfactory features which could affect viability in the short/medium term, are transferred~~£3,441m (2008: £2,580m) mainly due to a separate ‘Caution’ stream. Accounts on the Caution stream are reviewed on at least a quarterly basis, at which time consideration is given to continuing with the agreed strategy, returning the customer to a lower risk refer stream, or instigating recovery/exit action.

Within the personal portfolios, which tend to comprise homogeneous assets, statistical techniques more readily allow potential weaknesses to be monitored on a portfolio basis. This applies in parts of UK Retail Banking, Barclays Wealth, GRCB’s international retail portfolios and Barclaycard. The approach is consistent with the Group’s policy of raising a collective impairment allowance as soon as objective evidence of impairment is identified.

~~CRLs and PPLs balances by UK and non-UK~~

~~Notes~~increases in:

a–	~~Does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~

b	From 1st January 2005, the application of IAS 39 required interest to be recognised on the remaining balance of an impaired financial asset (or group of financial assets) at the effective interest rate for that asset. As a result, interest is credited to the income statement

in relation to impaired loans; therefore these loans technically are not classified as ‘non-accrual’. In 2005, the Group replaced the ‘non-accrual’ category with one termed ‘impaired loans’. The SEC requires loans to be classified, where applicable, as non-accrual, accruing past due 90 days or more, ‘troubled debt restructurings’Barclays Commercial Bank, reflecting rising default rates and ~~potential problem loans.~~lower asset values;


Wholesale loans and advances at amortised cost
As at 31.12.09	Gross loans and advances £m	Impairment allowance £m	Loans and advances net of impairment £m	Credit risk loans £m	CRLs % of gross loans and advances loans %	Impairment charge £m	Loan rates loss bps
BCB	60,840	679	60,161	1,837	3.0	960	158
Barclaycard	322	4	318	10	3.1	17	528
GRCB WE	12,690	466	12,224	1,435	11.3	328	258
GRCB EM	5,228	227	5,001	358	6.8	140	268
GRCB Absa	10,077	195	9,882	690	6.8	67	66
Barclays Capital	165,624	3,025	162,599	6,411	3.9	1,898	115
BGI	5	–	5	–	–	–	–
Barclays Wealth	3,495	43	3,452	179	5.1	17	49
Head office	1,025	26	999	127	12.4	14	137
Total	259,306	4,665	254,641	11,047	4.3	3,441	133

As at 31.12.08
BCB	68,904	504	68,400	1,181	1.7	414	60
Barclaycard	301	2	299	20	6.6	11	365
GRCB WE	15,750	232	15,518	579	3.7	125	79
GRCB EM	7,233	122	7,111	190	2.6	36	50
GRCB Absa	8,648	140	8,508	304	3.5	19	22
Barclays Capital	208,596	1,796	206,800	5,743	2.8	1,936	93
BGI	834	–	834	–	–	–	–
Barclays Wealth	3,282	28	3,254	174	5.3	28	85
Head office	960	11	949	1	0.1	11	115
Total	314,508	2,835	311,673	8,192	2.6	2,580	82



Analysis of wholesale loans and advances at amortised cost net of impairment allowances
	Corporate		Government		Settlement balances & cash collateral		Other wholesale		Total wholesale
Wholesale	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m
BCB	59,979	67,741	182	659	–	–	–	–	60,161	68,400
Barclaycard	318	299	–	–	–	–	–	–	318	299
GRCB WE	12,184	15,226	14	32	–	–	26	260	12,224	15,518
GRCB EM	4,044	5,074	170	1,709	–	–	787	328	5,001	7,111
GRCB Absa	8,695	8,480	263	28	–	–	924	–	9,882	8,508
Barclays Capital	49,849	72,796	3,456	3,760	55,672	79,418	53,622	50,826	162,599	206,800
BGI	5	834	–	–	–	–	–	–	5	834
Barclays Wealth^a	2,818	2,691	162	105	–	–	472	458	3,452	3,254
Head office	999	949	–	–	–	–	–	–	999	949
Total	138,891	174,090	4,247	6,293	55,672	79,418	55,831	51,872	254,641	311,673

Note

a	2008 Barclays Wealth analysis of Wholesale loans and advances has been reanalysed to reflect changes in the reclassification of assets.


				77

LOGO

–

~~Barclays~~

~~Annual Report 2008~~

~~Potential credit risk loans~~

In line with disclosure requirements from the Securities Exchange Commission (SEC) in the US, if the credit quality of a loan on an early warning or watch list deteriorates to the highest category, consideration is given to including it within the Potential Problem Loan (PPL) list. PPLs are loans where payment of principal and interest is up to date but where serious doubt exists as to the ability of the borrowers to continue to comply with repayment terms in the near future.

Should further evidence of deterioration be observed, a loan may move to the Credit Risk Loan (CRL) category as required by the SEC. Events that would trigger the transfer of a loan from the PPL to the CRL category could include a missed payment or a breach of covenant.

~~CRLs comprise three classes of loans:~~

GRCB –

~~‘Impaired loans’ comprise loans where individual identified impairment allowance~~ Western Europe, reflecting the economic deterioration in Spain which has ~~been raised~~impacted the commercial, construction and ~~also include loans which are fully collateralised or where indebtedness has already been written down to~~SME portfolios in particular, together with the ~~expected realisable value. The impaired loan category may include loans, which, while impaired, are still performing.~~appreciation of the average value of the Euro against Sterling; and

–

~~The category ‘accruing past due 90 days or more’ comprises loans that are 90 days or more past due~~

GRCB – Emerging Markets as credit conditions continued to ~~principal or interest. An impairment allowance will be raised~~deteriorate resulting in a small number of higher value single name charges and the appreciation of the average value of a number of currencies against ~~these loans if~~ Sterling.

The loan loss rate across the Group’s wholesale portfolios for 2009 was 133bps (2008: 82bps), reflecting the rise in impairment and the 18% reduction in wholesale loans and advances.

As we enter 2010, the principal uncertainties relating to the performance of the wholesale portfolios are:

–

the ~~expected cash flows discounted at~~extent and sustainability of economic recovery and asset prices in the ~~effective interest rate are less than the carrying value.~~UK, US, Spain and South Africa as governments consider how and when to withdraw stimulus packages;

–

~~The category ‘impaired~~

the potential for single name risk and ~~restructured loans’ comprises loans not included above~~for idiosyncratic losses in different sectors and geographies where ~~for~~credit positions are sensitive to economic ~~or legal reasons related to~~ downturn;

–

possible additional deterioration in our remaining credit market exposures, including commercial real estate and leveraged finance; and

–

the potential impact of deteriorating sovereign credit quality.


Analysis of Barclays capital wholesale loans and advances at amortised cost
As at 31.12.09	Gross loans and advances £m	Impairment allowance £m	Loans and advances net of impairment £m	Credit risk Loans £m	CRLs % of gross loans and advance %	Impairment Charge £m	Loan loss rates basis points
Loans and advances to banks
Cash collateral and settlement balances	15,893	–	15,893	–	–	–	–
Interbank lending	21,722	61	21,661	57	0.3	14	6
Loans and advances to customers
Corporate and Government lending	54,342	1,037	53,305	2,198	4.0	1,115	205
ABS CDO Super Senior	3,541	1,610	1,931	3,541	100.0	714	2,016
Other wholesale lending	30,347	317	30,030	615	2.0	55	18
Cash collateral and settlement balances	39,779	–	39,779	–	–	–	–
Total	165,624	3,025	162,599	6,411	3.9	1,898	115

As at 31.12.08
Cash collateral and settlement balances	19,264	–	19,264	–	–	–	–
Interbank lending	24,086	51	24,035	48	0.2	40	17
Loans and advances to customers
Corporate and Government lending	77,042	486	76,556	1,100	1.4	305	40
ABS CDO Super Senior	4,117	1,013	3,104	4,117	100.0	1,383	3,359
Other wholesale lending	23,933	246	23,687	478	2.0	208	87
Cash collateral and settlement balances	60,154	–	60,154	–	–	–	–
Total	208,596	1,796	206,800	5,743	2.8	1,936	93


78

Risk management

Credit risk management

continued

Retail Credit Risk

Loans and advances to customers in the retail portfolios increased by £11,261m (6%) to £212,849m. Balances grew in most businesses with the largest increase in UK Retail Banking, which increased by £4,981m (5%) to £101,064m primarily in the UK Home Finance portfolio. There was modest growth in balances to local businesses but a moderate decline in balances relating to unsecured loans and overdrafts. GRCB – Western Europe increased by £2,517m (6%), which primarily reflected growth in Italy and Portugal following the expansion of the franchise, principally across mortgages and cards. This growth was partially offset by the appreciation of the Euro against Sterling. The increase of £2,611m (11%) of balances in GRCB – Absa was due to the appreciation of the Rand against Sterling during 2009. In Rand terms, balances fell by 3%. Balances in GRCB –Emerging Markets were £483m (12%) lower, in part reflecting movements in Sterling against local currencies.

Total home loans to retail customers rose by £9,254m (7%) to £149,099m (31st December 2008: £139,845m). The UK Home Finance portfolios within UK Retail Banking grew 7% to £87,943m (31st December 2008: £82,303m).

Unsecured retail credit (credit card and unsecured loans) portfolios fell 7% to £37,733m (31st December 2008: £40,437m).

In the retail portfolios, the impairment charge against loans and advances rose by £1,584m (68%) to £3,917m (2008: £2,333m) as economic

conditions, particularly unemployment, deteriorated across all regions. Policy and methodology enhancements, currency movements and portfolio maturation also had an impact. The largest increase was in Barclaycard, which increased by £695m (64%) to £1,781m, mainly driven by higher delinquencies and deteriorating economic conditions in the United Kingdom and the United States as well as portfolio maturation. The increase of £334m (55%) to £936m in UK Retail Banking was primarily due to lower recoveries and policy and methodology enhancements. Impairment charges in GRCB – Western Europe and GRCB – Emerging Markets were impacted by increased delinquency rates as credit conditions deteriorated particularly in Spain and India. Impairment increased in GRCB – Absa as a result of high delinquency levels due to consumer indebtedness and increased debt counselling balances following the enactment of the 2007 National Credit Act.

The loan loss rate across the Group’s retail portfolios for 2009 was 184bps (2008: 116bps).

As we enter 2010, the principal uncertainties relating to the performance of the Group’s retail portfolios are:

–

the extent and sustainability of economic recovery in the UK, US, Spain and South Africa as governments consider how and when to withdraw stimulus packages;

–

the dynamics of unemployment in those markets and the impact on delinquency and charge-off rates;


Retail loans and advances to customers at amortised cost

As at 31.12.09	Gross loans & advances £m	Impairment allowance £m	Loans & advances net of impairment £m	Credit risk loans £m	CRLs % of gross loans & advances %	Impairment charge £m	Loan loss rates bp
UKRB	101,064	1,587	99,477	3,108	3.1	936	93
Barclaycard	29,460	2,670	26,790	3,392	11.5	1,781	605
GRCB WE	41,514	689	40,825	1,411	3.4	335	81
GRCB EM	3,521	474	3,047	551	15.6	331	940
GRCB Absa	27,288	655	26,633	2,573	9.4	500	183
Barclays Wealth	10,002	56	9,946	306	3.1	34	34
Total	212,849	6,131	206,718	11,341	5.3	3,917	184

As at 31.12.08
UKRB	96,083	1,134	94,949	2,403	2.5	602	63
Barclaycard	29,390	1,677	27,713	2,566	8.7	1,086	370
GRCB WE	38,997	306	38,691	798	2.0	172	44
GRCB EM	4,004	187	3,817	175	4.4	129	322
GRCB Absa	24,677	411	24,266	1,518	6.2	328	133
Barclays Wealth	8,437	24	8,413	48	0.6	16	19
Total	201,588	3,739	197,849	7,508	3.7	2,333	116


	Home loans		Cards and unsecured loans		Other retail		Total retail
	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m
UK Retail Banking	87,943	82,303	7,329	8,294	4,205	4,352	99,477	94,949
Barclaycard	–	–	21,564	23,224	5,226	4,489	26,790	27,713
GRCB – Western Europe	34,592	33,807	3,513	4,423	2,720	461	40,825	38,691
GRCB – Emerging Markets	452	556	2,502	2,872	93	389	3,047	3,817
GRCB – Absa	20,492	18,411	1,003	43	5,138	5,812	26,633	24,266
Barclays Wealth^a	5,620	4,768	1,822	1,581	2,504	2,064	9,946	8,413
Total	149,099	139,845	37,733	40,437	19,886	17,567	206,718	197,849

Note

a	2008 Barclays Wealth analysis of retail loans and advances to customers has been reanalysed to reflect changes in the classification of assets.


				79

LOGO

–

~~debtor’s financial difficulties, a concession has been granted to~~ the ~~debtor that would not otherwise be considered. Where the concession results~~speed and extent of possible rises in interest rates in the ~~expected cash flows discounted at the effective interest rate being less than the loan’s carrying value, an impairment allowance will be raised.~~UK, US and eurozone; and

–

the possibility of any further falls in residential property prices in the UK, South Africa and Spain.

Home Loans

The Group’s principal home loans portfolios continued largely to be in the UK Retail Banking Home Finance business (59% of the Group’s total), GRCB – Western Europe (23%) primarily Spain and Italy, and South Africa (14%). The credit quality of the principal home loan portfolios reflected low LTV lending. Using current valuations, the average LTV of the portfolios as at 31st December 2009 was 43% for UK Home Finance (31st December 2008: 40%), 51% for Spain (31st December 2008: 48%) and 42% for South Africa (31st December 2008: 41%). The average LTV for new mortgage business during 2009 at origination was 48% for UK Home Finance (31st December 2008: 47%), 55% for Spain (31st December 2008: 63%) and 53% for South Africa (31st December 2008: 58%). The percentage of balances with an LTV of over 85% based on current values was 14% for UK Home Finance (31st December 2008: 10%), 7% for Spain (31st December 2008: 5%) and 27% for South Africa (31st December 2008: 25%). In ~~2007,~~ the ~~term Credit Risk Loans replaced the term Non-Performing Loans (NPLs) as the collective term for~~UK, buy-to-let mortgages comprised 6% of the total ~~of these three classes to recognise~~stock as at 31st December 2009.

Impairment charges rose across the ~~fact that the impaired loan category may include~~home loans ~~which, while impaired, are still performing. This category includes drawn ABS CDO Super Senior positions.~~

Potential Credit Risk Loans (PCRLs) comprise PPLs and CRLs. Figures 5 and 6 show CRL and PPL balances by UK and non-UK. The amounts are shown before deduction of value of security held, impairment allowances (from 2005 onwards) and provisions or interest suspense (2004), all of which might reduceportfolios, reflecting the impact of ~~an eventual loss, should it occur. The significant increase to non-UK CRL~~lower house prices as well as some increases in arrears rates.

Three-month arrears as at 31st December 2009 were 1.04% for UK mortgages (31st December 2008: 0.91%), 0.63% for Spain (31st December 2008: 0.51%), as credit conditions deteriorated and ~~PPL balances, in 2007 and 2008, is principally~~4.07% for South Africa (31st December 2008: 2.11%), due to consumer indebtedness and increased debt counselling balances following the ~~inclusion~~enactment of ~~US-located ABS CDO Super Senior positions and other credit market exposures.~~the 2007 National Credit Act.

Repossessions

Credit Risk Loans

~~In 2008,~~ The Group’s Credit Risk Loans (CRLs) rose 43% to £22,388m (31st December 2008: £15,700m) in 2009. Balances were higher across Retail Home Loans, Retail Unsecured and Other and Corporate and Wholesale exposures reflecting the deterioration in credit conditions in the past year across Barclays areas of operations. The most notable increases were in the international businesses in Global Retail and Commercial Banking, with GRCB – Western Europe increasing the most as credit conditions deteriorated in Spain, Italy and Portugal. However, the rate of increase to the Group numbers has fallen during each quarter of 2009 from 17% in Q1 09 to 5% in Q4 09.

CRLs in Retail Home Loans increased by £1,076m (43%) to £3,604m (31st December 2008: £2,528m) and in Retail Unsecured and Other portfolios by £2,757m (55%) to £7,737m (31st December 2008: £4,980m) as credit conditions deteriorated and arrears balances rose ~~63%~~in a number of regions, notably in: Absa Home Finance and Cards, GRCB – Western Europe, particularly in Spain and Italy; Barclaycard US cards; and in UK Retail Banking unsecured lending. CRLs also increased in GRCB – Western Europe following the purchase of the Citigroup cards portfolio in Portugal in December 2009.

CRLs in the Corporate and Wholesale portfolios rose 35% to ~~£15,700m (2007: £9,641m)~~£11,047m (31st December 2008: £8,192m). ~~Balances~~CRL balances were higher in all businesses, as ~~credit~~economic conditions ~~deteriorated~~led to deterioration across ~~Barclays areas of operations~~default grades and ~~total loans and advances grew.~~a rise in impairment in most wholesale portfolios. The ~~most notable~~largest increases were in GRCB – Western Europe, Barclays Capital and ~~the non-UK businesses in Global Retail and Commercial Banking.~~

~~CRLs and PPLs as a percentage of Loans and Advances~~

~~Notes~~

a	~~Does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~

b	From 1st January 2005, the application of IAS 39 required interest to be recognised on the remaining balance of an impaired financial asset (or group of financial assets) at the effective interest rate for that asset. As a result, interest is credited to the income statement

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Credit risk management~~

~~Loans and advances~~

CRLs in retail secured mortgage products increased by £1,309m (89%) to £2,783m (2007: £1,474m). The key driver was Absa Home Finance where balances increased significantly as a result of higher interest rates and increasing consumer indebtedness. Increases were also seen in UK Home Finance, reflecting weakening UK house prices and the slowing economy, and in Spain, as economic conditions deteriorated.

CRLs in the unsecured and other retail portfolios increased by £1,715m (57%) to £4,725m (2007: £3,010m). The key drivers for this increase were: Absa, which was impacted by higher interest rates and increasing consumer indebtedness, Barclaycard US, due to deteriorating credit conditions which resulted in rising delinquency rates, asset growth and exchange rate movements, and Spain, as economic conditions deteriorated and consumer indebtedness increased.

Corporate/Wholesale CRLs, excluding ABS CDO Super Senior positions, increased by £2,262m (125%) to £4,075m (2007: £1,813m). The key drivers were: Barclays Capital following a number of credit downgrades; increasing default probabilities; and Spain, primarily due to increases to the property-related names. Balances also increased in Barclays Commercial ~~Bank and Absa Commercial and Banking Business as corporate credit conditions deteriorated, particularly in the last quarter of 2008.~~Bank.

CRLs on ABS CDO Super Senior positions increased £773m (23%) to £4,117m (2007: £3,344m). The majority of this increase resulted from a migration of assets, totalling £801m, from potential problem loans (PPLs) to CRLs.

Potential Problem Loans

Balances within the Group’s ~~potential problem loans~~Potential Problem Loans (PPLs) category rose by ~~£659m~~37% to ~~£2,456m~~£3,368m (31st December ~~2007: £1,797m)~~2008: £2,456m). The principal movements were in the ~~corporate~~Corporate and ~~wholesale~~Wholesale portfolios, where PPLs rose ~~£1,463m~~£715m to ~~£1,959m~~£2,674m (31st December ~~2007: £496m)~~2008: £1,959m). PPL balances increased in the retail portfolios to £694m (31st December 2008: £497m) as ~~credit conditions deteriorated.~~balances increased in the Retail Unsecured and Other portfolios. This ~~rise~~ was partially offset by a fall in ~~PPLs relating to ABS CDO positions, as those~~PPL balances moved into the CRL category. Broadly flat PPLs from retail portfolios reflected methodology alignments affecting GRCB – Absa which transferred balances of just over £200m previously reported as PPLs to CRLs. This was offset by rises in UK Retail ~~Banking, GRCB – Western Europe and GRCB – Emerging Markets.~~Home Loans.

Potential Credit Risk Loans

~~Combining~~As a result of the increases in CRLs and PPLs, ~~total potential credit risk loans~~Group Potential Credit Risk Loan (PCRL) balances rose 42% to £25,756m (31st December 2008: £18,156m).

Total PCRL balances in the ~~corporate~~Corporate and ~~wholesale~~Wholesale portfolios increased by ~~161% in 2008~~35% to ~~£6,034m~~£13,721m (31st December ~~2007: £2,309m) as~~2008: £10,151m) after a number of ~~names~~customers migrated into the CRL and PPL categories, reflecting higher default probabilities in the deteriorating global wholesale environment. ~~PCRLs relating to ABS CDO positions remained stable at £4,117m (31st December 2007: £4,145m).~~

Total retail PCRL balances increased 61% to £8,005m (31st December 2007: £4,984m) as delinquency rates rose across a number of secured and unsecured portfolios following a deterioration in credit conditions, particularly in the UK, US, Spain and South Africa.

~~Group PCRL balances rose 59% to £18,156m (31st December 2007: £11,438m). Excluding ABS CDO Super Senior positions, PCRLs increased 92% to £14,039m (31st December 2007: £7,293m).~~

Table 12: Potential credit risk loans and coverage ratios

      CRLs    PPLs    PCRLs
   31.12.08    31.12.07    31.12.08    31.12.07    31.12.08    31.12.07
Retail Secured
   2,783    1,474    280    317    3,063    1,791
Retail Unsecured and other
   4,725    3,010    217    183    4,942    3,193
Retail
   7,508    4,484    497    500    8,005    4,984
Corporate/Wholesale (excl ABS)
   4,075    1,813    1,959    496    6,034    2,309
Group (excl ABS)
   11,583    6,297    2,456    996    14,039    7,293
ABS CDO Super Senior
   4,117    3,344    –    801    4,117    4,145
Group
   15,700    9,641    2,456    1,797    18,156    11,438
      Impairment allowance    CRL coverage    PCRL cove rage
   31.12.08    31.12.07    31.12.08    31.12.07    31.12.08    31.12.07
Retail Secured
   561    320    20.2%    21.7%    18.3%    17.9%
Retail Unsecured and other
   3,178    2,140    67.3%    71.1%    64.3%    67.0%
Retail
   3,739    2,460    49.8%    54.9%    46.7%    49.4%
Corporate/Wholesale (excl ABS)
   1,822    1,022    44.7%    56.4%    30.2%    44.3%
Group (excl ABS)
   5,561    3,482    48.0%    55.3%    39.6%    47.7%
ABS CDO Super Senior
   1,013    290    24.6%    8.7%    24.6%    7.0%
Group
   6,574    3,772    41.9%    39.1%    36.2%    33.0%

~~Barclays~~

~~Annual Report 2008~~

Impairment Allowances and Coverage Ratios

~~In 2008, impairment~~Impairment allowances increased ~~74%~~64% to ~~£6,574m~~£10,796m (31st December ~~2007: £3,772m). Excluding ABS CDO Super Senior positions, allowances increased by 60% to £5,561m (31st December 2007: £3,482m). Allowances increased in all~~2008: £6,574m), reflecting increases across the majority of businesses as credit conditions deteriorated ~~but most notably~~during the year.

Retail impairment allowances rose by 99% in ~~Barclays Capital~~Retail Home Loans to £639m (31st December 2008: £321m) and ~~GRCB’s international portfolios.~~by 61% in Retail Unsecured and Other portfolios to £5,492m (31st December 2008: £3,418m). The CRL coverage ratio in Retail Home Loans increased to 17.7% (31st December 2008: 12.7%), and the PCRL coverage ratio increased to 17.1% (31st December 2008: 11.5%). The CRL coverage ratio in Retail Unsecured and Others portfolios increased to 71.0% (31st December 2008: 68.6%). The PCRL coverage ratio increased to 66.2% (31st December 2008: 65.6%).

~~Reflecting this 74% rise~~In the Corporate and Wholesale portfolios, impairment allowances increased 65% to £4,665m (31st December 2008: £2,835m). The CRL coverage ratio rose to 42.2% (31st December 2008: 34.6%), and the PCRL coverage ratio rose to 34.0% (31st December 2008: 27.9%).

The CRL coverage ratios in ~~impairment allowance compared with~~Retail Home Loans, Retail Unsecured and Other and Corporate and Wholesale portfolios remain within the ~~63% rise in total CRLs,~~ranges which are the typical severity rates for these types of products. As a result of the movements across these three portfolios, the Group’s CRL coverage ratio ~~rose~~increased to 48.2% (31st December 2008: 41.9%), and its PCRL coverage ratio also increased to 41.9% (31st December ~~2007: 39.1%~~2008: 36.2%). ~~Coverage ratios~~


Potential Credit Risk Loans and Coverage Ratios	CRLs		PPLs		PCRLs
	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m
Home Loans	3,604	2,528	135	267	3,739	2,795
Unsecured and other	7,737	4,980	559	230	8,296	5,210
Retail	11,341	7,508	694	497	12,035	8,005
Corporate/Wholesale	11,047	8,192	2,674	1,959	13,721	10,151
Group	22,388	15,700	3,368	2,456	25,756	18,156

	Impairment allowance		CRL coverage		PCRL coverage
	31.12.09 £m	31.12.08 £m	31.12.09 %	31.12.08 %	31.12.09 %	31.12.08 %
Home Loans	639	321	17.7	12.7	17.1	11.5
Unsecured and other	5,492	3,418	71.0	68.6	66.2	65.6
Retail	6,131	3,739	54.1	49.8	50.9	46.7
Corporate/Wholesale	4,665	2,835	42.2	34.6	34.0	27.9
Group	10,796	6,574	48.2	41.9	41.9	36.2


76

Risk management

Credit risk management

continued

Wholesale Credit Risk

The corporate and government lending portfolio declined 30% to £53,305m (31st December ~~2007: 33.0%).~~

~~The largest driver for these increases was the near four-fold increase~~2008: £76,556m) primarily due to reductions in non-UK lending, a decrease in the ~~impairment held against ABS CDO Super Senior positions as~~value of other currencies relative to Sterling and the ~~LGD~~repayment of ~~these assets increased.~~leveraged finance loans.

~~Allowance coverage ratios of CRLs~~

Included within corporate and ~~PCRLs excluding the drawn ABS CDO Super Senior positions decreased to 48.0%~~government lending and other wholesale lending portfolios are £5,646m (31st December ~~2007: 55.3%~~2008: £7,674m) of loans backed by retail mortgage collateral classified within financial institutions.

Loans and advances fell in Barclays Commercial Bank by £8,064m (12%) to £60,840m, due to reduced customer demand. Balances fell in both GRCB – Western Europe and ~~39.6% (31st December 2007: 47.7%), respectively. These movements~~GRCB – Emerging Markets, which was due, in ~~coverage ratios reflected:~~part, to the depreciation of various currencies across the regions against Sterling. The increase of £1,429m (17%) of balances in GRCB –Absa was due to the appreciation of the Rand against Sterling during 2009. In Rand terms, balances were stable.

In the wholesale portfolios, the impairment charge against loans and advances rose by £861m (33%) to £3,441m (2008: £2,580m) mainly due to increases in:

–

~~An increase in CRLs~~

Barclays Commercial Bank, reflecting rising default rates and ~~PCRLs~~lower asset values;


Wholesale loans and advances at amortised cost
As at 31.12.09	Gross loans and advances £m	Impairment allowance £m	Loans and advances net of impairment £m	Credit risk loans £m	CRLs % of gross loans and advances loans %	Impairment charge £m	Loan rates loss bps
BCB	60,840	679	60,161	1,837	3.0	960	158
Barclaycard	322	4	318	10	3.1	17	528
GRCB WE	12,690	466	12,224	1,435	11.3	328	258
GRCB EM	5,228	227	5,001	358	6.8	140	268
GRCB Absa	10,077	195	9,882	690	6.8	67	66
Barclays Capital	165,624	3,025	162,599	6,411	3.9	1,898	115
BGI	5	–	5	–	–	–	–
Barclays Wealth	3,495	43	3,452	179	5.1	17	49
Head office	1,025	26	999	127	12.4	14	137
Total	259,306	4,665	254,641	11,047	4.3	3,441	133

As at 31.12.08
BCB	68,904	504	68,400	1,181	1.7	414	60
Barclaycard	301	2	299	20	6.6	11	365
GRCB WE	15,750	232	15,518	579	3.7	125	79
GRCB EM	7,233	122	7,111	190	2.6	36	50
GRCB Absa	8,648	140	8,508	304	3.5	19	22
Barclays Capital	208,596	1,796	206,800	5,743	2.8	1,936	93
BGI	834	–	834	–	–	–	–
Barclays Wealth	3,282	28	3,254	174	5.3	28	85
Head office	960	11	949	1	0.1	11	115
Total	314,508	2,835	311,673	8,192	2.6	2,580	82



Analysis of wholesale loans and advances at amortised cost net of impairment allowances
	Corporate		Government		Settlement balances & cash collateral		Other wholesale		Total wholesale
Wholesale	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m
BCB	59,979	67,741	182	659	–	–	–	–	60,161	68,400
Barclaycard	318	299	–	–	–	–	–	–	318	299
GRCB WE	12,184	15,226	14	32	–	–	26	260	12,224	15,518
GRCB EM	4,044	5,074	170	1,709	–	–	787	328	5,001	7,111
GRCB Absa	8,695	8,480	263	28	–	–	924	–	9,882	8,508
Barclays Capital	49,849	72,796	3,456	3,760	55,672	79,418	53,622	50,826	162,599	206,800
BGI	5	834	–	–	–	–	–	–	5	834
Barclays Wealth^a	2,818	2,691	162	105	–	–	472	458	3,452	3,254
Head office	999	949	–	–	–	–	–	–	999	949
Total	138,891	174,090	4,247	6,293	55,672	79,418	55,831	51,872	254,641	311,673

Note

a	2008 Barclays Wealth analysis of Wholesale loans and advances has been reanalysed to reflect changes in the ~~well-secured home loan portfolios.~~reclassification of assets.


				77

LOGO

–

~~Higher CRLs~~

GRCB – Emerging Markets as credit conditions continued to deteriorate resulting in a small number of higher value single name charges and ~~PCRLs~~the appreciation of the average value of a number of currencies against Sterling.

The loan loss rate across the Group’s wholesale portfolios for 2009 was 133bps (2008: 82bps), reflecting the rise in impairment and the 18% reduction in wholesale loans and advances.

As we enter 2010, the principal uncertainties relating to the performance of the wholesale portfolios are:

–

the extent and sustainability of economic recovery and asset prices in the ~~corporate sector, where the recovery outlook is relatively high.~~UK, US, Spain and South Africa as governments consider how and when to withdraw stimulus packages;

–

~~Increased early-cycle delinquent balances~~

the potential for single name risk and for idiosyncratic losses in ~~the retail unsecured portfolios, as~~different sectors and geographies where credit ~~conditions worsened. These earlier-cycle balances, which tend~~positions are sensitive to ~~attract relatively lower impairment requirements, have increased as a proportion of the total delinquent balances.~~economic downturn;

~~The decrease~~

–

possible additional deterioration in our remaining credit market exposures, including commercial real estate and leveraged finance; and

–

the potential impact of deteriorating sovereign credit quality.


Analysis of Barclays capital wholesale loans and advances at amortised cost
As at 31.12.09	Gross loans and advances £m	Impairment allowance £m	Loans and advances net of impairment £m	Credit risk Loans £m	CRLs % of gross loans and advance %	Impairment Charge £m	Loan loss rates basis points
Loans and advances to banks
Cash collateral and settlement balances	15,893	–	15,893	–	–	–	–
Interbank lending	21,722	61	21,661	57	0.3	14	6
Loans and advances to customers
Corporate and Government lending	54,342	1,037	53,305	2,198	4.0	1,115	205
ABS CDO Super Senior	3,541	1,610	1,931	3,541	100.0	714	2,016
Other wholesale lending	30,347	317	30,030	615	2.0	55	18
Cash collateral and settlement balances	39,779	–	39,779	–	–	–	–
Total	165,624	3,025	162,599	6,411	3.9	1,898	115

As at 31.12.08
Cash collateral and settlement balances	19,264	–	19,264	–	–	–	–
Interbank lending	24,086	51	24,035	48	0.2	40	17
Loans and advances to customers
Corporate and Government lending	77,042	486	76,556	1,100	1.4	305	40
ABS CDO Super Senior	4,117	1,013	3,104	4,117	100.0	1,383	3,359
Other wholesale lending	23,933	246	23,687	478	2.0	208	87
Cash collateral and settlement balances	60,154	–	60,154	–	–	–	–
Total	208,596	1,796	206,800	5,743	2.8	1,936	93


78

Risk management

Credit risk management

continued

Retail Credit Risk

Loans and advances to customers in the ~~PCRL coverage ratio, excluding~~retail portfolios increased by £11,261m (6%) to £212,849m. Balances grew in most businesses with the ~~drawn ABS CDO Super Senior positions,~~largest increase in UK Retail Banking, which increased by £4,981m (5%) to £101,064m primarily in the UK Home Finance portfolio. There was modest growth in balances to local businesses but a moderate decline in balances relating to unsecured loans and overdrafts. GRCB – Western Europe increased by £2,517m (6%), which primarily reflected growth in Italy and Portugal following the expansion of the franchise, principally across mortgages and cards. This growth was partially offset by the appreciation of the Euro against Sterling. The increase of £2,611m (11%) of balances in GRCB – Absa was due to the appreciation of the Rand against Sterling during 2009. In Rand terms, balances fell by 3%. Balances in GRCB –Emerging Markets were £483m (12%) lower, in part reflecting movements in Sterling against local currencies.

Unsecured retail credit (credit card and unsecured loans) portfolios fell 7% to £37,733m (31st December 2008: £40,437m).

In the retail portfolios, the impairment charge against loans and advances rose by £1,584m (68%) to £3,917m (2008: £2,333m) as economic

~~levels of impairment than CRLs, a higher proportion of PPLs in total PCRLs will tend~~UK Retail Banking was primarily due to lower ~~the overall coverage ratio.~~

~~Allowances for impairment~~recoveries and ~~other~~policy and methodology enhancements. Impairment charges in GRCB – Western Europe and GRCB – Emerging Markets were impacted by increased delinquency rates as credit ~~provisions~~

~~Barclays establishes, through charges against profit, impairment allowances~~conditions deteriorated particularly in Spain and ~~other credit provisions for the incurred loss inherent~~India. Impairment increased in ~~the lending book.~~

~~Under IFRS, impairment allowances are recognised where there is objective evidence of impairment~~GRCB – Absa as a result of ~~one or more loss events that have occurred after initial recognition,~~high delinquency levels due to consumer indebtedness and ~~where these events have had an impact on~~increased debt counselling balances following the ~~estimated future cash flows~~enactment of the ~~financial asset or portfolio~~2007 National Credit Act.

The loan loss rate across the Group’s retail portfolios for 2009 was 184bps (2008: 116bps).

As we enter 2010, the principal uncertainties relating to the performance of ~~financial assets. Impairment~~the Group’s retail portfolios are:

–

the extent and sustainability of economic recovery in the UK, US, Spain and South Africa as governments consider how and when to withdraw stimulus packages;

–

the dynamics of unemployment in those markets and the impact on delinquency and charge-off rates;


Retail loans and advances to customers at amortised cost

As at 31.12.09	Gross loans & advances £m	Impairment allowance £m	Loans & advances net of impairment £m	Credit risk loans £m	CRLs % of gross loans & advances %	Impairment charge £m	Loan loss rates bp
UKRB	101,064	1,587	99,477	3,108	3.1	936	93
Barclaycard	29,460	2,670	26,790	3,392	11.5	1,781	605
GRCB WE	41,514	689	40,825	1,411	3.4	335	81
GRCB EM	3,521	474	3,047	551	15.6	331	940
GRCB Absa	27,288	655	26,633	2,573	9.4	500	183
Barclays Wealth	10,002	56	9,946	306	3.1	34	34
Total	212,849	6,131	206,718	11,341	5.3	3,917	184

As at 31.12.08
UKRB	96,083	1,134	94,949	2,403	2.5	602	63
Barclaycard	29,390	1,677	27,713	2,566	8.7	1,086	370
GRCB WE	38,997	306	38,691	798	2.0	172	44
GRCB EM	4,004	187	3,817	175	4.4	129	322
GRCB Absa	24,677	411	24,266	1,518	6.2	328	133
Barclays Wealth	8,437	24	8,413	48	0.6	16	19
Total	201,588	3,739	197,849	7,508	3.7	2,333	116


	Home loans		Cards and unsecured loans		Other retail		Total retail
	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m	31.12.09 £m	31.12.08 £m
UK Retail Banking	87,943	82,303	7,329	8,294	4,205	4,352	99,477	94,949
Barclaycard	–	–	21,564	23,224	5,226	4,489	26,790	27,713
GRCB – Western Europe	34,592	33,807	3,513	4,423	2,720	461	40,825	38,691
GRCB – Emerging Markets	452	556	2,502	2,872	93	389	3,047	3,817
GRCB – Absa	20,492	18,411	1,003	43	5,138	5,812	26,633	24,266
Barclays Wealth^a	5,620	4,768	1,822	1,581	2,504	2,064	9,946	8,413
Total	149,099	139,845	37,733	40,437	19,886	17,567	206,718	197,849

Note

a	2008 Barclays Wealth analysis of retail loans and advances to customers has been reanalysed to reflect changes in the classification of assets.


				79

LOGO

–

the speed and extent of possible rises in interest rates in the UK, US and eurozone; and

–

the possibility of any further falls in residential property prices in the UK, South Africa and Spain.

Home Loans

The Group’s principal home loans portfolios continued largely to be in the UK Retail Banking Home Finance business (59% of ~~loans~~the Group’s total), GRCB – Western Europe (23%) primarily Spain and ~~receivables is measured~~Italy, and South Africa (14%). The credit quality of the principal home loan portfolios reflected low LTV lending. Using current valuations, the average LTV of the portfolios as at 31st December 2009 was 43% for UK Home Finance (31st December 2008: 40%), 51% for Spain (31st December 2008: 48%) and 42% for South Africa (31st December 2008: 41%). The average LTV for new mortgage business during 2009 at origination was 48% for UK Home Finance (31st December 2008: 47%), 55% for Spain (31st December 2008: 63%) and 53% for South Africa (31st December 2008: 58%). The percentage of balances with an LTV of over 85% based on current values was 14% for UK Home Finance (31st December 2008: 10%), 7% for Spain (31st December 2008: 5%) and 27% for South Africa (31st December 2008: 25%). In the ~~difference between~~UK, buy-to-let mortgages comprised 6% of the ~~carrying amount and the present value of estimated future cash flows discounted~~total stock as at ~~the financial asset’s original effective interest rate. If the carrying amount is less than the discounted cash flows, then no further allowance is necessary.~~31st December 2009.

Impairment ~~is measured individually for assets that are individually significant, and collectively where a portfolio comprises homogenous assets and where appropriate statistical techniques are available.~~

~~In terms~~charges rose across the home loans portfolios, reflecting the impact of individual assessment, the trigger point for impairment is formal classification of an account as exhibiting serious financial problems and where any further deterioration is likely to lead to failure. Two key inputs to the cash flow calculation are the valuation of all security and collateral,lower house prices as well as some increases in arrears rates.

Three-month arrears as at 31st December 2009 were 1.04% for UK mortgages (31st December 2008: 0.91%), 0.63% for Spain (31st December 2008: 0.51%), as credit conditions deteriorated and 4.07% for South Africa (31st December 2008: 2.11%), due to consumer indebtedness and increased debt counselling balances following the ~~timing~~enactment of ~~all asset realisations, after allowing for all attendant costs. This method applies~~the 2007 National Credit Act.

Repossessions

Credit Cards and Unsecured Loans

The Group’s largest card and unsecured loan portfolios are in the ~~corporate portfolios – Barclays Commercial Bank, Barclays Capital and certain areas within GRCB’s international portfolios and Barclaycard.~~UK (56% Group total). The US cards portfolio accounts for 20% of the total exposure, where Barclaycard’s portfolio is largely prime credit quality (FICO score of 660 or more).

~~For collective assessment,~~Arrears rates in the ~~trigger point for impairment is~~UK Cards portfolio rose during the ~~missing~~year to 1.79% (31st December 2008: 1.57%), reflecting the impact of the economic downturn. Repayment Plan balances grew to support government initiatives to supply relief to customers experiencing financial difficulty. As a ~~contractual payment. The impairment calculation is based on a roll-rate approach, where the~~ percentage of ~~assets that move from~~ the ~~initial delinquency~~portfolio, three-month arrears rates rose during 2009 to ~~default are derived from statistical probabilities based on experience. Recovery amounts~~2.74% for UK Loans (31st December 2008: 2.28%) and ~~contractual interest rates are~~3.31% for US Cards (31st December 2008: 2.32%).

Number of Repossessions in UK Home Finance


	As at 31.12.09	As at 31.12.08
Residential and buy-to-let mortgage portfolios	196	156

Home loans – distribution of balances by loan to value (current valuations)^a


	UK		Spain^b		South Africa^c
	31.12.09 %	31.12.08 %	31.12.09 %	31.12.08 %	31.12.09 %	31.12.08 %
<= 75%	74.5	78.3	83.2	86.7	57.8	60.5
> 75% and <= 80%	6.3	6.1	5.6	4.8	7.1	7.5
> 80% and <= 85%	5.4	5.5	4.4	3.7	7.7	7.2
> 85% and <= 90%	4.6	4.5	3.2	1.6	7.6	7.6
> 90% and <= 95%	3.4	2.5	1.7	1.3	7.8	6.7
> 95%	5.8	3.1	1.9	1.9	12.0	10.5
Mark to market LTV %	43	40	51	48	42	41
Average LTV on new mortgages	48	47	55	63	53	58


Home loans – 3 month arrears^d
	As at 31.12.09 %	As at 31.12.08 %
UK	1.04	0.91
Spain	0.63	0.51
South Africa	4.07	2.11



Unsecured lending 3 month arrears^e
	As at 31.12.09 %	As at 31.12.08 %
UK Cards^f	1.79	1.57
UK Loans^g	2.74	2.28
US Cards^h	3.31	2.32

Notes

a	~~Does not reflect~~Based on the ~~application~~following portfolios: UK: UKRB Residential Mortgages and Buy to Let portfolios; Spain: GRCB – Western Europe Spanish retail home finance portfolio; and South Africa: GRCB – Absa retail home finance portfolio.

b	Spain mark to market methodology as per Bank of ~~IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~Spain requirements.

c	South Africa mark to market methodology will be revised in 2010 to incorporate additional granularity.

d	Defined as total 90 day + delinquent balances as a percentage of outstandings.

e	Defined as total 90 day + delinquent balances as a percentage of outstandings. Includes accounts on repayment plans but excludes the balances in the legal book.

f	UK Cards includes Branded Cards and Goldfish.

g	UK Loans based on Barclayloans and Personal Loans from Barclaycard.

h	Excludes Business Card; December 2009 includes US Airways.

86 80

~~Barclays~~

~~Annual Report 2008~~

Risk ~~Management~~management

Credit ~~Risk Management~~risk management

~~Loans and advances~~continued

Expected loss

Basel II, introduced in 2008, includes, for those aspects of an entity’s exposures that are on an Internal Ratings Based (IRB) approach, a statistical measure of credit losses known as Expected Loss (EL). EL is an estimate of the average loss amount from:

– defaulted and past due items at the reported date (i.e. incurred losses); and

– modelled default events over a 12-month forward period for performing exposures.

On the performing portfolios, EL is calculated ~~using~~as the product of Probability of Default (PD), Exposure at Default (EAD) and Loss Given Default (LGD).

– EL is assessed against both the performing and non-performing parts of the Group’s portfolios.

– EL considers average credit conditions, generally uses a ~~weighted average~~‘through-the-cycle’ PD and incorporates an adjustment to LGD which represents economic conditions in a downturn.

The aspect of an entity’s exposures that are not on an IRB approach will continue to be measured on the standardised approach, against which Basel II does not assess EL. For this purpose, the regulatory impairment allowance on IRB and standardised portfolios gives an indication of credit losses on the standardised book.

EL is reflected in the calculation of capital supply, such that, for IRB portfolios, 50% of the excess of EL over total impairment allowances and valuation adjustments is deducted from each of Tier 1 and Tier 2 capital. If total impairment allowances and valuation adjustments exceed EL, then this excess can be added to Tier 2 capital. As at 31st December 2009, EL exceeded total impairment allowances and valuation adjustments by £50m (2008: £317m).

There are several differences in the calculation of the regulatory impairment allowance and EL, with these measures representing different views of losses and, as such, they are not directly comparable. These differences include the fact that regulatory impairment allowance reflects defaulted and past due items at the reporting date (i.e. incurred losses), whereas EL includes both the best estimate of

losses in the non-performing portfolio and the expected losses over the coming 12 months in the performing portfolio. EL for the ~~relevant portfolio. This method applies to parts of GRCB’s international portfolios, Barclaycard~~performing portfolio is also based on Exposure at Default (EAD) and ~~UK Retail Banking and~~downturn LGD. For these reasons, EL will generally exceed regulatory impairment allowance. As noted above, this excess is ~~consistent with Barclays policy of raising an~~deducted from capital.

In addition, whilst the regulatory impairment allowance ~~as soon as impairment is identified.~~

Unidentified impairment allowances, albeit significantly lower in amount than those reported above, are also raised to cover losses which are judged to be incurred but not yet specifically identified in customer exposures at the balance sheet date, and which, therefore, have not been specifically reported.

~~The incurred but not yet reported calculation~~ is based on the ~~asset’s probability of moving from~~impairment allowance for loans and advances, there are differences between these amounts in two main respects. Firstly, the performing portfolio to being specifically identified as impaired within the given emergence period and then on to default within a specified period. This is calculated on the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate.

The emergence periods vary across businesses and are based on actual experience and are reviewed on an annual basis. This methodology ensures that the Group only captures the loss incurred at the balance sheet date.

~~These~~regulatory impairment ~~allowances are reviewed and adjusted at least quarterly by an appropriate charge or release of the stock of impairment allowances based on statistical analysis and management judgement.~~

~~Where appropriate, the accuracy of this analysis is periodically assessed against actual losses.~~

~~As one of the controls of ensuring that adequate impairment allowances are held, movements in impairment allowances to individual names above £10m are presented to the Credit Committee for agreement.~~

~~Impairment charges and other credit provisions in 2008~~

~~In 2008, total impairment charges increased 94% (£2,624m) to £5,419m (2007: £2,795m). This figure included impairment charges of £506m~~

~~(2007: £13m)~~allowance includes valuation adjustments on available for sale ~~assets and reverse repurchase agreements.~~

Impairment charges on loans and advances and other credit provisions increased 77% (£2,131m) to £4,913m (2007: £2,782m) (see table 1 on page 76) reflecting charges of £1,763m against ABS CDO Super Senior and other credit market exposures and ~~increased~~exposures designated at fair value. Secondly, it excludes impairment in the international portfolios within Global Retail and Commercial Banking. Total loans and advances grew 33% to £516,096m (31st December 2007: £389,290m). As a result, impairment charges on loans and advances and other credit provisions as a percentage of period end Group total loans and advances increased to 0.95% (2007: 0.71%).held against securitisation exposures.

In the retail portfolios, impairment charges on loans and advances and other credit provisions rose 45% (£728m) to £2,333m (2007: £1,605m) (see table 1 on page 76) principally as a consequence of increased impairment in the international portfolios, whilst total loans and advances increased 24% to £201,588m (31st December 2007: £162,081m). As a result, impairment charges as a percentage of period end total loans and advances increased to 1.16% (2007: 0.99%).

In the wholesale and corporate portfolios, impairment charges on loans and advances and other credit provisions rose by 119% (£1,403m) to £2,580m (2007: £1,177m) (see table 1 on page 76) whilst total loans and advances increased 38% to £314,508m (31st December 2007: £227,209m). As a result, impairment charges as a percentage of period end total loans and advances increased to 0.82% (2007: 0.52%).

~~Global Retail and Commercial Banking~~

Impairment charges in UK Retail Banking increased £43m to £602m (2007: £559m), reflecting growth in the book and deteriorating economic conditions. In UK Home Finance, whilst three month arrears increased from 0.63% to 0.91%, the qualityThe principal drivers of the ~~book and conservative loan~~increase in EL during the year ended 31st December 2009 are as follows:

–

UK Retail Banking EL increased £445m due to a deteriorating economic environment coupled with methodology enhancements.

–

Barclays Commercial Bank EL decreased by £43m, driven by the change in treatment of defaulted assets partially offset by an increase in the non-performing book.

–

Barclaycard EL increase of £351m was driven by the combination of an additional roll-out of IRB during the period and increased levels of retained non-performing assets during the recovery period.

–

GRCB – Western Europe EL increased to £243m following the migration of Spanish card portfolio and Italian and Portuguese mortgage portfolios onto the IRB approach.

–

GRCB – Absa EL increased by £466m, mostly due to exchange rate movements, higher delinquency levels and a deterioration in credit quality of the performing book.

–

Barclays Capital EL increase of £910m was primarily driven by defaulted counterparties and an increase in IRB coverage, partially offset by a reduction in exposures due to foreign exchange movements.

Further exposures will be moved onto the IRB approach during 2010. Additional information with respect to ~~value ratios meant that~~Expected Loss will be provided as part of our Pillar 3 disclosures, available at the ~~impairment charges and amounts charged off remained low at £24m (2007: £3m release). Impairment charges in Consumer Lending increased 3% reflecting the current economic environment and loan growth.~~end of March 2010.


Total EL on IRB portfolios
	As at 31.12.09 £m	As at 31.12.08 £m
UK Retail Banking	1,703	1,258
Barclays Commercial Bank	776	819
Barclaycard	1,261	910
GRCB – Western Europe	243	–
GRCB – Emerging Markets^a	–	–
GRCB – Absa	1,158	692
Barclays Capital	2,467	1,557
Barclays Wealth	23	–
Head Office Functions & Other Operations	11	1
Total EL on IRB portfolios	7,642	5,237
Total regulatory impairment allowance on IRB portfolios	7,592	4,672
Total regulatory impairment allowance on standardised portfolios	4,693	2,560

Note

a	~~2004 does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~

Table 13: Impairment Charges and Other Credit Provisions

      Year Ended
31.12.08
£m    Year Ended
31.12.07
£m
UK Retail Banking
   602    559
Barclays Commercial Bank
   414    292
Barclaycard
   1,097    827
GRCB – Western Europe
   296    76
GRCB – Emerging Markets
   166    39
GRCB – Absa
   347    146
Barclays Capital
   419    64
Barclays Wealth
   44    7
Head office functions and other operations    11    3
Group Total
   3,396    2,013
ABS CDO Sub-Prime and other credit
Market Provisions
   1,763    782
Group Total (Including ABS CDO)    5,159    2,795
Other AFS Assets and Reverse Repos    260    –
Group Total

(Including ABS CDO and AFS/Reverse Repos)    5,419    2,795


		~~Barclays~~~~Annual Report 2008~~				87Not currently on the IRB approach.

The impairment charge in Barclays Commercial Bank increased £122m to £414m (2007: £292m), primarily reflecting higher impairment losses in Larger Business, particularly in the final quarter as the UK corporate credit environment deteriorated.

The impairment charge in Barclaycard increased £270m (33%) to £1,097m (2007: £827m), reflecting higher charges in Barclaycard International portfolios, particularly Barclaycard US which was driven by loan growth, rising delinquency due to deteriorating economic conditions and exchange rate movements; and £68m from the inclusion of Goldfish. These factors were partially offset by lower charges in UK Cards and secured consumer lending.

Impairment charges in GRCB – Western Europe increased £220m to £296m (2007: £76m) principally due to deteriorating economic trends and asset growth in Spain, where there were higher charges in the commercial portfolios as a consequence of the slowdown in the property and construction sectors. In addition higher household indebtedness and rising unemployment has driven up delinquency and charge-offs in the personal sector.

Impairment charges in GRCB – Emerging Markets increased £127m to £166m (2007: £39m), reflecting: weakening credit conditions which adversely impacted delinquency trends in the majority of the retail portfolios; asset growth, particularly in India; and increased wholesale impairment in Africa.

Impairment charges in GRCB – Absa increased £201m to £347m (2007: £146m) as a result of rising delinquency levels in the retail portfolios, which have been impacted by rising interest and inflation rates and increasing consumer indebtedness.

~~Investment Banking and Investment Management~~

Barclays Capital impairment charges of £2,423m (2007: £846m) included a charge of £1,763m (2007: £782m) against ABS CDO Super Senior and other credit market positions. Further impairment charges of £241m were incurred in respect of available for sale assets and reverse repurchase

~~agreements (2007: £nil). Other impairment charges increased £355m to £419m (2007: £64m) and primarily related to charges in the private equity and other loans business.~~

The impairment charge in Barclays Wealth increased £37m to £44m (2007: £7m) from a very low base. This increase reflected both the substantial increase in the loan book over the last three years and the impact of the current economic environment on client liquidity and collateral values.

The impairment charge in Head Office Functions and Other Operations increased £8m to £11m (2007: £3m) mainly reflecting losses on Floating Rate Notes held for hedging purposes. An additional £19m (2007: £nil) of impairment charges were incurred on available for sale assets.

~~Writing-off of assets~~

~~Such assets are only written off once all the necessary procedures have been completed and the amount of the loss has been determined.~~

~~Subsequent recoveries of amounts previously written off are written back and hence decrease the amount of the reported loan impairment charge in the income statement.~~

~~Total write-offs of impaired financial assets increased by £956m to £2,919m (2007: £1,963m).~~

~~Note~~

a	~~Does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~


88				81

LOGO

Barclays Capital credit market exposures

Barclays Capital’s credit market exposures as at 31st December 2009 primarily relate to commercial real estate and leveraged finance. These include positions subject to fair value movements in the income statement and positions that are classified as loans and advances and as available for sale.

The balances at and gross writedowns to 31st December 2009 are set out below:

During the year ended 31st December 2009, these positions have been reduced by £14,130m to £27,609m (31st December 2008: £41,739m), including net sales and paydowns of £6,590m, gross writedowns of £6,086m

and a decrease of £4,226m due to currency and other movements. In addition, on 16th September 2009, £5,087m credit market assets and £2,367m other assets were sold to Protium Finance LP, funded by a £7,669m loan extended by Barclays. The loan balance at 31st December 2009 of £7,859m includes accrued interest.

In the year ended 31st December 2009, gross writedowns comprised £4,417m (2008: £6,290m) of fair value losses through income and £1,669m (2008: £1,763m) of impairment charges. Gross writedowns included £2,082m (2008: £5,584m) against US residential mortgage positions, £3,007m (2008: £1,488m) against commercial mortgage positions, and £997m (2008: £981m) against other credit market positions.


Barclays Capital credit market exposures^a		As at 31st December				Year ended 31.12.09
US Residential Mortgages	Notes	2009 $m	2008 $m	2009 £m	2008 £m	Fair value losses £m	Impairment charge £m	Gross losses £m
ABS CDO Super Senior	A1	3,127	4,526	1,931	3,104	–	714	714
Other US sub-prime & Alt-A	A2	2,254	11,269	1,392	7,729	531	555	1,086
Monoline wrapped US RMBS	A3	9	2,389	6	1,639	282	–	282

Commercial Mortgages
Commercial real estate loans and properties	B1	12,525	16,882	7,734	11,578	2,466	–	2,466
Commercial mortgage-backed securities	B1	762	1,072	471	735	44	–	44
Monoline wrapped CMBS	B2	49	2,703	30	1,854	497	–	497

Other Credit Market
Leveraged Finance^b	C1	8,919	13,193	5,507	9,048	–	396	396
SIVs, SIV-Lites and CDPCs	C2	896	1,622	553	1,113	69	4	73
Monoline wrapped CLO and other	C3	3,443	7,202	2,126	4,939	528	–	528

Total exposures		31,984	60,858	19,750	41,739

Total gross writedowns						4,417	1,669	6,086

Loan to Protium	D	12,727	–	7,859	–

Notes

~~Barclays~~a

~~Annual Report 2008~~

As the majority of positions are denominated in US Dollars, the positions above are shown in both US Dollars and Sterling.

b	Includes undrawn commitments of £257m (2008: £531m).


82

Risk management

Credit risk management

~~Loans and advances~~continued

~~Risk Tendency~~

In 2008, Risk Tendency increased 58% (£1,355m) to £3,710m (31st December 2007: £2,355m), compared with 32% growth in the Group’s loans and advances balances. This was reflective of the higher credit risk profile, weakening credit conditions across our main businesses, and changing mix, as a consequence of planned growth, in a number of businesses and portfolios. Risk Tendency in 2008 also increased as a result of the weakening of Sterling against a number of other foreign currencies, including the US Dollar and the Euro.

UK Retail Banking Risk Tendency increased £50m to £520m (31st December 2007: £470m). This reflected a higher risk profile in the unsecured and secured loans portfolios, weakening UK credit conditions, and asset growth, primarily in the Home Finance portfolio.

~~Risk Tendency in Barclays Commercial Bank increased £95m to £400m (31st December 2007: £305m). This reflected the deteriorating UK corporate credit environment and asset growth.~~

Barclaycard Risk Tendency increased £520m to £1,475m (31st December 2007: £955m) primarily reflecting the inclusion of new business acquisitions (£260m) as well as asset growth, exchange rate movements, and the economic conditions in the US. Risk Tendency in the UK Cards portfolio remained stable as improvements in portfolio quality were offset by deterioration in the UK economic environment.

Risk Tendency at GRCB – Western Europe increased £135m to £270m (31st December 2007: £135m) principally reflecting weakening credit conditions across Europe, particularly in Spain, asset growth and movements in the Euro/Sterling exchange rate.

Risk Tendency at GRCB – Emerging Markets increased £210m to £350m (31st December 2007: £140m) reflecting weakening credit conditions across the majority of regions, a change in the risk profile following a broadening of the product offering through new product launches and new market entry in India and UAE, and asset growth.

Risk Tendency at GRCB – Absa increased £65m to £255m (31st December 2007: £190m) reflecting weakening retail and, to a lesser extent, corporate credit conditions in South Africa and asset growth and movements in the Rand/Sterling exchange rate.

Risk Tendency in Barclays Capital increased £275m to £415m (31st December 2007: £140m) reflecting credit downgrades and asset growth. The drawn liquidity facilities on ABS CDO Super Senior positions are classified as credit risk loans and therefore no Risk Tendency is calculated on them.

~~Risk Tendency at Barclays Wealth increased £10m to £20m (31st December 2007: £10m) reflecting a weakening credit risk profile and asset growth.~~


Analysis of Barclays Capital credit market assets by asset class
	Trading portfolio assets – debt securities £m	Financial assets designated at fair value – loans and advances £m	Derivative financial instruments £m		Loans and advances to customers £m	Available for sale – debt securities £m	Other assets £m	Total as at 31.12.09 £m	Total as at 31.12.08 £m
ABS CDO Super Senior					1,931			1,931	3,104
Other US sub-prime	3	52	244		24	209		532	3,441
Alt-A	323		211			326		860	4,288
RMBS monoline wrapped US RMBS			6					6	1,639
Commercial real estate loans		6,534						6,534	11,578
Commercial real estate properties							1,200	1,200	–
Commercial mortgage backed securities	860		(389	)				471	735
Monoline wrapped CMBS			30					30	1,854
Leveraged finance^a					5,250			5,250	8,517
SIVs and SIV-lites		355	53		122			530	963
CDPCs			23					23	150
Monoline wrapped CLO and other			2,126					2,126	4,939
Loan to Protium					7,859			7,859	–
Total	1,186	6,941	2,304		15,186	535	1,200	27,352	41,208

~~Notes~~Note

~~Excludes ABS CDO Super Senior positions as these~~Further analysis of Barclays Capital credit market exposures is on pages 81 and 82. Undrawn commitments of £257m (2008: £531m) are ~~classified as credit risk loans~~off-balance sheet and therefore ~~no Risk Tendency~~not included in the table above. This is ~~calculated on them.~~a change in presentation from 31st December 2008, which reflected certain loan facilities originated post 1st July 2007.

b	~~Head office functions and other operations comprise discontinued businesses in transition.~~

~~Barclays~~

~~Annual Report 2008~~

LOGO

A. US Residential Mortgages

A1. ABS CDO Super Senior


	As at 31.12.09 Total £m		As at 31.12.08 Total £ m		As at 31.12.09 Marks^a %	As at 31.12.08 Marks^a %
2005 and earlier	1,048		1,226		77	90
2006	422		471		7	37
2007 and 2008	22		25		34	69
Sub-prime	1,492		1,722		57	75
2005 and earlier	761		891		43	77
2006	230		269		59	75
2007 and 2008	55		62		14	37
Alt-A	1,046		1,222		45	74
Prime	421		520		83	100
RMBS CDO	351		402		6	–
Sub-prime second lien	110		127		–	–
Total US RMBS	3,420		3,993		49	68
CMBS	37		44		89	100
Non-RMBS CDO	400		453		35	56
CLOs	32		35		100	100
Other ABS	37		51		100	100
Total Other ABS	506		583		48	66
Total notional collateral	3,926		4,576
Subordination	(385	)	(459	)
Gross exposure pre-impairment	3,541		4,117
Impairment allowances	(1,610	)	(1,013	)
Total	1,931		3,104		49	68

ABS CDO Super Senior positions at 31st December 2009 comprised five high grade liquidity facilities which were fully drawn and classified within loans and receivables (31st December 2008: five facilities).

During the year, ABS CDO Super Senior positions reduced by £1,173m to £1,931m (31st December 2008: £3,104m). Positions are stated after writedowns and charges of £714m incurred in 2009 (2008: £1,461m). There was a decline of £290m resulting from depreciation in the value of the US Dollar against Sterling and amortisation of £169m in the year.

Note

89Marks above reflect the gross positions after impairment and subordination.


84

Risk management

Credit risk management

continued

A2. Other US Sub-Prime and Alt-A


Other US Sub-prime	As at 31.12.09 £m	As at 31.12.08 £m	Marks at 31.12.09 %	Marks at 31.12.08 %
Whole loans	–	1,565	–	72
Sub-prime securities (net of hedges)	212	929	38	25
Other positions with underlying sub-prime collateral:
– Derivatives	244	643	96	87
– Loans	76	195	22	70
– Real Estate	–	109	–	46
Total Other US Sub-Prime	532	3,441
Alt-A
Whole Loans	–	776	–	67
Alt-A Securities	649	3,112	40	16
Residuals	–	2	–	6
Derivative positions with underlying Alt-A collateral	211	398	99	100
Total	860	4,288
Total Other US Sub-Prime and Alt-A	1,392	7,729

The majority of Other US sub-prime and Alt-A positions are measured at fair value through profit and loss. The balance reduced by £6,337m to £1,392m (31st December 2008: £7,729m), driven by the Protium sale of £2,319m, other net sales, paydowns and other movements of £2,398m and gross losses of £1,086m. Depreciation of the US Dollar against Sterling resulted in a decline of £534m.

Counterparty derivative positions relating to vehicles which hold sub-prime collateral was £455m (31st December 2008: £1,041m). These positions largely comprise the most senior obligation of the vehicles.

A3. US Residential Mortgage Backed Securities Wrapped by Monoline Insurers

The table below shows RMBS assets where Barclays Capital held protection from monoline insurers at 31st December 2009. These are measured at fair value through profit or loss.


By rating of the monoline
	As at 31.12.09
	Notional £m	Fair Value of Underlying Asset £m	Fair Value Exposure £m	Credit Valuation Adjustment £m		Net Exposure £m

Non-investment grade	56	6	50	(44	)	6
Total	56	6	50	(44	)	6

	As at 31.12.08
A/BBB	2,567	492	2,075	(473	)	1,602
Non-investment grade	74	8	66	(29	)	37
Total	2,641	500	2,141	(502	)	1,639


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A3. US Residential Mortgage Backed Securities Wrapped by Monoline Insurers continued

The balance reduced by £1,633m to £6m (31st December 2008: £1,639m), reflecting the Protium sale of £1,164m, a credit valuation adjustment of £282m, and currency and other movements of £187m.

Barclays would review claims in the event of default of the underlying assets. There have been no claims under the monoline insurance contracts as none of the underlying assets defaulted in the year.

The notional value of the assets split by the rating of the underlying asset is shown below.

As at 31.12.09

As at 31.12.08

By rating of underlying asset

A/BBB
£m

Non-
investment
Grade
£ m

Total
£m

AAA/AA
£m

A/BBB
£m

Non-
investment
Grade
£m

Total
£m

2005 and earlier

–

143

–

143

2006

–

1,240

2007 and 2008

–

510

High Grade

–

143

–

1,750

1,893

Mezzanine – 2005 and earlier

–

330

338

699

CDO²– 2005 and earlier

–

US RMBS

–

174

330

2,137

2,641

B. Commercial Mortgages

B1. Commercial Real Estate and Mortgage-Backed Securities

Commercial mortgages held at fair value include commercial real estate loans of £6,534m (31st December 2008: £11,578m), commercial real estate properties of £1,200m (31st December 2008: £nil), and commercial mortgage-backed securities of £471m (31st December 2008: £735m).

Commercial Real Estate Loans and Properties

In the year ended 31st December 2009, the commercial real estate loans and properties balance reduced by £3,844m to £7,734m (31st December 2008: £11,578m). There were gross losses of £2,466m, of which £1,541m related to the US, £843m to UK and Europe, and £82m to Asia. There were gross sales and paydowns of £661m comprising £345m in the UK and Europe, £307m in the US, and £9m in Asia, and currency and other movements of £717m.

The commercial real estate loan balances comprised 51% UK and Europe, 44% US and 5% Asia.

One large transaction comprises 25% of the total US commercial real estate loan balance. The remaining 75% of the US balance comprises 64 transactions. The remaining weighted average number of years to initial maturity of the US portfolio is 1.2 years (31st December 2008: 1.4 years).

The UK and Europe portfolio is well diversified with 56 transactions at 31st December 2009. In Europe protection is provided by loan covenants and periodic LTV retests, which cover 83% of the portfolio. 50% of the German balance relates to one transaction secured on residential assets.


Commercial Real Estate Loans by Region	As at 31.12.09 £m	As at 31.12.08 £m	Marks at 31.12.09 %	Marks at 31.12.08 %
US	2,852	6,329	62	88
Germany	1,959	2,467	84	95
Sweden	201	265	81	96
France	189	270	70	94
Switzerland	141	176	85	97
Spain	72	106	56	92
Other Europe	370	677	57	90
UK	429	831	61	89
Asia	321	457	77	97
Total	6,534	11,578


86

Risk management

Credit risk management

continued

B1. Commercial Real Estate and Mortgage-Backed Securities continued


Commercial Real Estate Loans by Industry	As at 31.12.09						As at 31.12.08
	US £m	Germany £m	Other Europe £m	UK £m	Asia £m	Total £m	Total £m
Residential	1,132	1,053	–	152	102	2,439	3,582
Office	372	251	557	79	79	1,338	3,656
Hotels	614	–	223	8	1	846	1,633
Retail	54	507	73	30	73	737	957
Industrial	383	105	103	20	11	622	887
Leisure	–	–	–	140	–	140	233
Land	128	–	–	–	–	128	232
Mixed/Others	169	43	17	–	55	284	398
Total	2,852	1,959	973	429	321	6,534	11,578

Commercial Real Estate Properties by Industry						As at 31.12.09 £m	As at 31.12.08 £m
Residential						56	–
Office						927	–
Hotels						126	–
Industrial						25	–
Leisure						33	–
Land						31	–
Mixed/Others						2	–
Total						1,200	–

Included within the commercial real estate properties balance are properties held by Crescent Real Estate Holdings LLC (Crescent) with a carrying value of £1,001m. On 19th November 2009, Barclays Capital assumed ownership of Crescent following the completion of a debt restructuring transaction.


Commercial Mortgage Backed Securities	As at 31.12.09 £m	As at 31.12.08 £m	Marks at^a 31.12.09 %	Marks at^a 31.12.08 %
Commercial Mortgage Backed Securities (Net of Hedges)	471	735	20	21

Note

a	Marks are based on gross collateral.


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B2. CMBS Wrapped by Monoline Insurers

The table below shows commercial mortgage backed security assets where Barclays Capital held protection from monoline insurers at 31st December 2009. These are measured at fair value through profit and loss.


By rating of the monoline	As at 31.12.09
	Notional £m	Fair value of underlying asset £m	Fair value exposure £m	Credit valuation adjustment £m		Net exposure £m
AAA/AA	54	21	33	(3	)	30
Non-investment grade	383	160	223	(223	)	–
Total	437	181	256	(226	)	30

	As at 31.12.08
AAA/AA	69	27	42	(4	)	38
A/BBB	3,258	1,301	1,957	(320	)	1,637
Non-investment grade	425	181	244	(65	)	179
Total	3,752	1,509	2,243	(389	)	1,854

The balance reduced by £1,824m to £30m (31st December 2008: £1,854m), reflecting the Protium sale of £1,208m, a credit valuation adjustment of £497m, and currency and other movements of £119m.

Claims would become due in the event of default of the underlying assets. There have been no claims under the monoline insurance contracts as none of the underlying assets defaulted in the year.

The notional value of the assets split by the current rating of the underlying asset is shown below.


By rating of the underlying asset	As at 31.12.09			As at 31.12.08
	AAA/AA £m	A/BBB £m	Total £m	AAA/ AA £m	Total £m
2005 and earlier	–	–	–	437	437
2006	54	–	54	613	613
2007 and 2008	–	383	383	2,702	2,702
CMBS	54	383	437	3,752	3,752


88

Risk management

Credit risk management

continued

C. Other Credit Market

C1. Leveraged Finance


Leveraged Finance Loans by Region
	As at 31.12.09 £m		As at 31.12.08 £m
UK	4,530		4,519
Europe	1,051		1,291
Asia	165		140
US	35		3,213
Total lending and commitments	5,781		9,163
Impairment	(274	)	(115	)
Net lending and commitments at period end^a	5,507		9,048

Leveraged finance loans are classified within loans and advances and are stated at amortised cost less impairment. The table above includes certain loan facilities originated prior to 1st July 2007, the start of the dislocation in the credit market^b.

At 31st December 2009, net lending and commitments reduced £3,541m to £5,507m (31st December 2008: £9,048m), following a repayment of £3,056m at par in January 2009, impairment of £396m, and other movements of £89m.

The overall credit performance of the assets remained satisfactory with the majority of the portfolio performing to plan or in line with original stress tolerances. There were a small number of deteriorating positions on which higher impairment was charged.

C2. SIVs, SIV-Lites and CDPCs

SIV and SIV-lite positions comprise liquidity facilities and derivatives. At 31st December 2009 SIVs and SIV-Lites positions reduced by £433m to £530m (31st December 2008: £963m) with a reduced number of counterparties. There were £72m of gross writedowns in the year.

Credit Derivative Product Companies (CDPCs) positions at 31st December 2009 reduced by £127m to £23m (31st December 2008: £150m).

C3. CLO and Other Assets Wrapped by Monoline Insurers

The table below shows Collateralised Loan Obligations (CLOs) and other assets where we held protection from monoline insurers at 31st December 2009.


By Rating of the Monoline
	As at 31.12.09
	Notional £m	Fair value of underlying asset £m	Fair value exposure £m	Credit valuation adjustment £m		Net exposure £m
AAA/AA	7,336	5,731	1,605	(91	)	1,514
A/BBB	–	–	–	–		–
Non-investment grade:
– Fair value through profit and loss	1,052	824	228	(175	)	53
– Loans and receivables	9,116	7,994	1,122	(563	)	559
Total	17,504	14,549	2,955	(829	)	2,126

	As at 31.12.08
AAA/AA	8,281	5,854	2,427	(55	)	2,372
A/BBB	6,446	4,808	1,638	(204	)	1,434
Non-investment grade	6,148	4,441	1,707	(574	)	1,133
Total	20,875	15,103	5,772	(833	)	4,939

The balance reduced by £2,813m to £2,126m (31st December 2008: £4,939m), reflecting increases in the fair value of the underlying assets of £1,321m, credit valuation adjustments of £528m, the Protium sale of £396m, and currency and other movements of £568m.

Claims would become due in the event of default of the underlying assets. There have been no claims under the monoline insurance contracts as none of the underlying assets defaulted in the year.

On 25th November 2009, £8,027m of the CLO assets wrapped by non-investment grade rated monolines were reclassified to loans and receivables (as discussed in Note 51). At 31st December 2009, the fair value of the transferred assets was £7,994m and the net exposure to monoline insurers was £559m. The remaining non-investment grade exposure continues to be measured at fair value through profit and loss.

Notes

a	Includes undrawn commitments of £257m (2008: £531m).

b	This is a change of presentation from 31st December 2008, which reflected certain loan facilities originated post 1st July 2007.


				89

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The notional value of the assets split by the current rating of the underlying asset is shown below.


By rating of underlying asset	As at 31.12.09						As at 31.12.08
	AAA/AA		A/BBB		Non- investment grade fair value £m	Total £m	AAA/AA Fair value £m	A/BBB Fair value £m	Total £m
	Fair value £m	Loans and receivables £m	Fair value £m	Loans and receivables £m	Non- investment grade fair value £m	Total £m	AAA/AA Fair value £m	A/BBB Fair value £m	Total £m
2005 and earlier	1,518	2,209	294	815	–	4,836	6,037	–	6,037
2006	1,972	2,952	–	458	–	5,382	5,894	–	5,894
2007 and 2008	2,452	2,199	548	483	–	5,682	6,295	–	6,295
CLOs	5,942	7,360	842	1,756	–	15,900	18,226	–	18,226
2005 and earlier	–	–	55	–	55	110	862	–	862
2006	118	–	90	–	125	333	535	–	535
2007 and 2008	441	–	–	–	720	1,161	785	467	1,252
Other	559	–	145	–	900	1,604	2,182	467	2,649
Total	6,501	7,360	987	1,756	900	17,504	20,408	467	20,875

D. Protium

On 16th September 2009, Barclays Capital sold assets of £7,454m, including £5,087m in credit market assets, to Protium Finance LP (Protium), a newly established fund. The impact of the sale on each class of credit market asset is detailed in each relevant category in sections A to C.

As part of the transaction, Barclays extended a £7,669m 10-year loan to Protium, which will be repaid during the term from cash generated by the fund. The principal terms of the loan are as follows:

– The loan has a final maturity of ten years, with a rate of return fixed at USD LIBOR plus 2.75%.

– Protium is obliged to pay principal and interest equal to the amount of available cash generated by the fund after payment of fund expenses and certain payments to the fund’s partners.

– The loan is secured by a charge over the assets of Protium.

The loan is classified as loans and receivables. The difference between the size of the loan and assets sold relates to cash and US Treasuries held by Protium. The increase in the loan balance between 16th September 2009 and 31st December 2009 reflects accrued interest which was received from Protium in January 2010.

The fair value of assets sold to Protium is set out below. The balances at 31st December 2009 include cash realised from subsequent sales and paydowns.


Protium assets	As at 31.12.09 $m	As at 16.09.09 $m	As at 30.06.09 $m	As at 31.12.09 £m	As at 16.09.09 £m	As at 30.06.09 £m
US Residential Mortgages
Other US sub-prime whole loans and real estate	1,038	1,124	1,256	641	682	764
Other US sub-prime securities	578	513	508	357	311	309
Total other US sub-prime	1,616	1,637	1,764	998	993	1,073
Alt-A	2,112	2,185	2,342	1,304	1,326	1,424
Monoline wrapped US RMBS	1,447	1,919	2,081	893	1,164	1,266

Commercial Mortgages
Monoline wrapped CMBS	1,378	1,991	2,450	851	1,208	1,490

Other Credit market
Monoline wrapped CLO and other	475	652	752	294	396	457
Credit market related exposure	7,028	8,384	9,389	4,340	5,087	5,710
Fair value of underlying assets wrapped by monoline insurers	4,095	3,592	2,728	2,529	2,179	1,659
Other assets	1,230	309	285	759	188	173
Total	12,353	12,285	12,402	7,628	7,454	7,542
Loan to Protium	12,727	12,641	–	7,859	7,669	–


90

Risk management

Credit risk management

continued

DBRS Inc. (DBRS), a nationally recognised statistical rating organisation, was engaged to provide a private, point-in-time rating reflecting the specific terms and conditions of the Protium loan as a whole. In addition point-in-time ratings with respect to gross cumulative cash flows due to Barclays under the loan to Protium, considered in sequential instalments, were also sought (Tranched Ratings).

On the transaction date, the loan fair value was assessed as equal to its notional amount. Subsequently, the obtained ratings were incorporated into an updated transaction date valuation. This valuation discounted the cash flows at appropriate discount rates determined by Barclays based on the Tranched Ratings. The calculation produced a value of £7,651m ($12,611m). The difference to the original valuation was £18m ($30m), which has been recorded as a loss on sale in the period. The Tranched Ratings and loan valuation are summarised in the table below:


Tranched Rating	Cash flows £m	Weighted average life (years)	Spread to LIBOR (bps)	Net present value £m
AAA	2,092	3.8	52	2,015
AA+	1,464	4.3	80	1,385
AA/AA-	354	4.3	108/128	330
A	642	2.6	169	606
BBB/BBB-	1,098	4.7	260/355	955
BB+/BB	1,021	2.1	451/546	915
B/B-/CCC	1,886	3.4	700/785/870	1,445
Total	8,557		282	7,651

The loan valuation was performed by Barclays and, of the information disclosed above, only the Tranched Ratings were provided by DBRS. The Tranched Ratings are as of 15th September 2009 and are based on a scenario in which the portfolio of assets sold to Protium is static, with no subsequent sales or additional purchases.

A single rating of CCC (low), being the Tranched Rating for the lowest rated cash flows, has been assigned to the loan as a whole by DBRS. This rating addresses the ultimate payment of cumulative principal and interest under the terms and conditions of the Protium loan and it being advanced as a single loan, as opposed to being structurally tranched. The single rating of CCC (low) is also as of 15th September 2009 and is based on a scenario in which the portfolio of assets sold to Protium is static, with no subsequent sales or additional purchases.

The loan to Protium was assessed for impairment by the Group as at 31st December 2009 in line with its impairment policy. This analysis found that there was no impairment as at 31st December 2009.


				91

LOGO

Debt securities and other bills

The following table presents an analysis of the credit quality of debt and similar securities, other than loans held within the Group. Securities rated as investment grade amounted to ~~91.6%~~91.8% of the portfolio ~~(2007: 88.0%~~(2008: 91.6%).

As at 31.12.09

Treasury
and other
eligible bills
£m
   Debt
securities
£m    Total
£m    %
AAA to BBB- (investment grade)
   13,950    151,621    165,571    91.8
BB+ to B
   1,895    10,297    12,192    6.8
B- or lower
   –    2,571    2,571    1.4
Total
   15,845    164,489    180,334    100.0
Of which issued by:

– governments and other public bodies
   15,845    72,238    88,083    48.8
– US agency
   –    23,924    23,924    13.3
– mortgage and asset-backed securities
   –    17,826    17,826    9.9
– corporate and other issuers
   –    41,641    41,641    23.1
– bank and building society certificates of deposit
   –    8,860    8,860    4.9
Total
   15,845    164,489    180,334    100.0
Of which classified as:

– trading portfolio assets
   9,926    116,594    126,520    70.2
– financial instruments designated at fair value
   –    4,007    4,007    2.2
– available for sale securities
   5,919    43,888    49,807    27.6
Total
   15,845    164,489    180,334    100.0
As at 31.12.08
AAA to BBB- (investment grade)
   7,314    198,493    205,807    91.6
BB+ to B
   1,233    15,309    16,542    7.4
B- or lower
   –    2,343    2,343    1.0
Total
   8,547    216,145    224,692    100.0
Of which issued by:

– governments and other public bodies
   8,547    73,881    82,428    36.7
– US agency
   –    34,180    34,180    15.2
– mortgage and asset-backed securities
   –    34,844    34,844    15.5
– corporate and other issuers
   –    55,244    55,244    24.6
– bank and building society certificates of deposit
   –    17,996    17,996    8.0
Total
   8,547    216,145    224,692    100.0
Of which classified as:

– trading portfolio assets
   4,544    148,686    153,230    68.2
– financial instruments designated at fair value
   –    8,628    8,628    3.8
– available for sale securities
   4,003    58,831    62,834    28.0
Total
   8,547    216,145    224,692    100.0

As at 31.12.08    Treasury
and other
eligible bills
£m    Debt
securities
£m
Total
£m
   %
AAA to BBB– (investment grade)    7,314    198,493    205,807    91.6
BB+ to B    1,233    15,309    16,542    7.4
B– or lower    –    2,343    2,343    1.0
Total    8,547    216,145    224,692    100.0
Of which issued by:
– governments and other public bodies    8,547    73,881    82,428    36.7
– US agency    –    34,180    34,180    15.3
– mortgage and asset-backed securities    –    34,844    34,844    15.5
– corporate and other issuers    –    55,244    55,244    24.6
– bank and building society certificates of deposit    –    17,996    17,996    7.9
Total    8,547    216,145    224,692    100.0
Of which classified as:
– trading portfolio assets    4,544    148,686    153,230    68.2
– financial instruments designated at fair value    –    8,628    8,628    3.8
– available-for-sale securities    4,003    58,831    62,834    28.0
Total    8,547    216,145    224,692    100.0
As at 31.12.07    Treasury
and other
eligible bills
£m    Debt
securities
£m
Total
£m
   %
AAA to BBB– (investment grade)    4,114    189,794    193,908    88.0
BB+ to B    703    24,693    25,396    11.5
B– or lower    –    1,181    1,181    0.5
Total    4,817    215,668    220,485    100.0
Of which issued by:
– governments and other public bodies    4,817    63,798    68,615    31.1
– US agency    –    13,956    13,956    6.3
– mortgage and asset-backed securities    –    28,928    28,928    13.1
– corporate and other issuers    –    88,207    88,207    40.0
– bank and building society certificates of deposit    –    20,779    20,779    9.5
Total    4,817    215,668    220,485    100.0
Of which classified as:
– trading portfolio assets    2,094    152,778    154,872    70.2
– financial instruments designated at fair value    –    24,217    24,217    11.0
– available-for-sale securities    2,723    38,673    41,396    18.8
Total    4,817    215,668    220,485    100.0

90 92

~~Barclays~~

~~Annual Report 2008~~

Risk management

Credit risk management

~~Derivatives~~continued

Derivatives

The use of derivatives and their sale to customers as risk management products are an integral part of the Group’s trading activities. These instruments are also used to manage the Group’s own exposure to fluctuations in interest, exchange rates and commodity and equity prices as part of its asset and liability management activities.

Barclays Capital manages the trading derivatives book as part of the market risk book. This includes foreign exchange, interest rate, equity, commodity and credit derivatives. The policies regarding market risk management are outlined in the market risk management section on pages ~~106-110.~~94 to 101.

Derivative instruments are contracts whose value is derived from one or more underlying financial instruments or indices defined in the contract. They include swaps, forward rate agreements, futures, options and combinations of these instruments and primarily affect the Group’s net interest income, net trading income, net fee and commission income and derivative assets and liabilities. Notional amounts of the contracts are not recorded on the balance sheet.

The Group participates both in exchange traded and over the counter derivatives markets.

Exchange traded derivatives

The Group buys and sells financial instruments that are traded or cleared on an exchange, including interest rate swaps, futures and options on futures. Holders of exchange traded instruments provide margin daily with cash or other security at the exchange, to which the holders look for ultimate settlement.

Over the counter traded derivatives

The Group also buys and sells financial instruments that are traded over the counter, rather than on a recognised exchange.

These instruments range from commoditised transactions in derivative markets, to trades where the specific terms are tailored to the requirements of the Group’s customers. In many cases, industry standard documentation is used, most commonly in the form of a master agreement, with individual transaction confirmations. The existence of a signed master agreement is intended to give the Group protection in situations where a counterparty is in default.

Foreign exchange derivatives

The Group’s principal exchange rate related contracts are forward foreign exchange contracts, currency swaps and currency options. Forward foreign exchange contracts are agreements to buy or sell a specified quantity of foreign currency, usually on a specified future date at an agreed rate. A currency swap generally involves the exchange, or notional exchange, of equivalent amounts of two currencies and a commitment to exchange interest periodically until the principal amounts are re-exchanged on a future date.

Currency options provide the buyer with the right, but not the obligation, either to purchase or sell a fixed amount of a currency at a specified exchange rate on or before a future date. As compensation for assuming the option risk, the option writer generally receives a premium at the start of the option period.

Interest rate derivatives

The Group’s principal interest rate related contracts are interest rate swaps, forward rate agreements, basis swaps, caps, floors and swaptions. Included in this product category are transactions that include combinations of these features.

An interest rate swap is an agreement between two parties to exchange fixed rate and floating rate interest by means of periodic payments based upon a notional principal amount and the interest rates defined in the contract. Certain agreements combine interest rate and foreign currency swap transactions, which may or may not include the exchange of principal amounts. A basis swap is a form of interest rate swap, in which both parties exchange interest payments based on floating rates, where the floating rates are based upon different underlying reference indices. In a forward rate agreement, two parties agree a future settlement of the difference between an agreed rate and a future interest rate, applied to a notional principal amount. The settlement, which generally occurs at the start of the contract period, is the discounted present value of the payment that would otherwise be made at the end of that period.

Credit derivatives

The Group’s principal credit derivative-related contracts include credit default swaps and total return swaps. A credit derivative is an arrangement whereby the credit risk of an asset (the reference asset) is transferred from the buyer to the seller of protection.

A credit default swap is a contract where the protection seller receives premium or interest-related payments in return for contracting to make payments to the protection buyer upon a defined credit event. Credit events normally include bankruptcy, payment default on a reference asset or assets, or downgrades by a rating agency.

A total return swap is an instrument whereby the seller of protection receives the full return of the asset, including both the income and change in the capital value of the asset. The buyer in return receives a predetermined amount.

Equity derivatives

The Group’s principal equity-related contracts are equity and stock index swaps and options (including warrants, which are equity options listed on an exchange). An equity swap is an agreement between two parties to exchange periodic payments, based upon a notional principal amount, with one side paying fixed or floating interest and the other side paying based on the actual return of the stock or stock index. An equity option provides the buyer with the right, but not the obligation, either to purchase or sell a specified stock, basket of stocks or stock index at a specified price or level on or before a specified date. The Group also enters into fund-linked derivatives, being swaps and options whose underlyings include mutual funds, hedge funds, indices and multi-asset portfolios.

Commodity derivatives

The Group’s principal commodity-related derivative contracts are swaps, options, forwards and futures. The main commodities transacted are base metals, precious metals, oil and oil-related products, power and natural gas.

~~Barclays~~

~~Annual Report 2008~~

9193

The tables below set out the fair values of the derivative assets together with the value of those assets subject to enforceable counterparty netting arrangements for which the Group holds offsetting liabilities and eligible collateral.


Derivative assets – As at 31.12.08	Gross assets £m	Counterparty netting £m	Net exposure £m
Derivative assets				Gross assets £m	Counterparty netting £m	Net exposure £m
As at 31.12.09
Foreign exchange	107,730	91,572	16,158	51,775	45,391	6,384
Interest rate	615,321	558,985	56,336	261,211	213,446	47,765
Credit derivatives	184,072	155,599	28,473	56,295	48,774	7,521
Equity and stock index	28,684	20,110	8,574	17,784	13,330	4,454
Commodity derivatives	48,995	35,903	13,092	29,750	21,687	8,063
	984,802	862,169	122,633	416,815	342,628	74,187
Total collateral held			54,905			31,471
Net exposure less collateral			67,728			42,716

Derivative assets – As at 31.12.07	Gross assets £m	Counterparty netting £m	Net exposure £m
As at 31.12.08
Foreign exchange	30,824	22,066	8,758	107,730	91,572	16,158
Interest rate	140,504	117,292	23,212	615,321	558,985	56,336
Credit derivatives	38,696	31,307	7,389	184,072	155,599	28,473
Equity and stock index	13,296	12,151	1,145	28,684	20,110	8,574
Commodity derivatives	24,768	15,969	8,799	48,995	35,903	13,092
	248,088	198,785	49,303	984,802	862,169	122,633
Total collateral held			16,700			54,905
Net exposure less collateral			32,603			67,728

Gross derivative assets of ~~£985bn (2007: £248bn)~~£417bn (2008: £985bn) cannot be netted down under IFRS. Derivative assets would be ~~£917bn (2007: £215bn)~~£374bn (2008: £917bn) lower than reported under IFRS if counterparty or collateral netting were allowed.

Exposure relating to derivatives, repurchase agreements, reverse repurchase agreements, stock borrowing and loan transactions is calculated using internal, FSA approved models. These are used as the basis to assess both regulatory capital and capital appetite and are managed on a daily basis. The methodology encompasses all relevant factors to enable the current value to be calculated and the future value to be estimated, for example: current market rates, market volatility and legal documentation (including collateral rights).

92 94

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Credit risk management~~

~~Barclays Capital credit market exposures~~

Barclays Capital’s credit market exposures primarily relate to US residential mortgages, commercial mortgages and leveraged finance businesses that have been significantly impacted by the continued deterioration in the global credit markets. The exposures include both significant positions subject to fair value movements in the profit and loss account and positions that are classified as loans and advances and available for sale. None of the exposure disclosed below has been reclassified to loans and advances under the amendments to IAS 39.

~~The exposures are set out by asset class in US Dollars and Sterling below:~~

            $m^a
£m^a
US Residential Mortgages    Notes    As at
31.12.08    As at
31.12.07    As at
31.12 .08    As at
31.12.07
ABS CDO Super Senior    A1    4,526    9,356    3,104    4,671
Other US sub- prime    A2    5,017    10,089    3,441    5,037
Alt-A    A3    6,252    9,847    4,288    4,916
US RMBS exposure wrapped by monoline insurers    A4    2,389    1,462    1,639    730
Commercial mortgages
Commercial real estate    B1    16,882    22,239    11,578    11,103
Commercial mortgage-backed securities    B1    1,072    2,596    735    1,296
CMBS exposure wrapped by monoline insurers    B2    2,703    395    1,854    197
Other Credit Market Exposures
Leveraged finance^b    C1    15,152    18,081    10,391    9,027
SIVs and SIV-Lites    C2    1,404    1,570    963    784
CDPCs    C3    218    39    150    19
CLO and other exposure wrapped by monoline insurers    C4    7,202    817    4,939    408

These exposures have been actively managed during the year in an exceptionally challenging market environment and have been reduced by net sales and paydowns of £6,311m, offset by the 37% appreciation of the US Dollar against Sterling. In January 2009, there was an additional sale of £3,056m of leveraged finance exposure which was repaid at par. Exposures at 31st December 2008 included £1,060m of securities from the acquisition of Lehman Brothers North American businesses. Exposures wrapped by monolines have increased during the course of 2008 as a result of declines in the fair value of the underlying assets.

~~Analysis of Barclays Capital credit market exposures by asset class~~

      ABS
CDO
Super
Senior
£m    Other US
sub -prime
£m    Alt-A
£m
RMBS
Wrapped by
Monoline
insurers
£m

Commercial
real estate
loans
£m
   Commercial
mortgage
backed
securities
£m CMBS
wrapped by
monoline
insurers
£m    Leveraged
finance
£m    SIVs and
SIV-Lites
£m    CDPCs
£m    CLO and
other
exposure
wrapped by
monoline
insurers
£m    As at
31.12.08
£m
Debt securities       782    2,532          1,420       11          4,745
Trading portfolio assets       782    2,532          1,420       11          4,745
Loans and advances       1,565    778       11,555          531          14,429
Financial assets designated at fair value       1,565    778       11,555          531          14,429
Derivative financial instruments       643    398    1,639    23    (685 ) 1,854       273    150    4,939    9,234
Loans and advances to customers    3,104    195                9,361    148          12,808
Debt securities       147    580                         727
Available for sale financial instruments       147    580                         727
Other assets       109                            109
Exposure on balance sheet    3,104    3,441    4,288    1,639    11,578    735 1,854    9,361    963    150    4,939

~~Notes~~

a	~~As the majority of exposure is held in US Dollars the exposures above are shown in both US Dollars and Sterling .~~

b	~~Included within the total leveraged finance exposure of £10,391m is £1,030m of off-balance sheet commitments.~~

~~Barclays~~

~~Annual Report 2008~~

There were gross losses of £8,053m (2007: £2,999m) in the year to 31st December 2008. These losses were partially offset by related income and hedges of £1,433m (2007: £706m), and gains of £1,663m (2007: £658m) from the general widening of credit spreads on issued notes measured at fair value through the profit and loss account.

The gross losses, which included £1,763m (2007: £782m) in impairment charges, comprised: £5,584m (2007: £2,811m) against US RMBS exposures; £1,488m (2007: £14m) against commercial mortgage exposures; and £981m (2007: £174m) against other credit market exposures.

Fair Value
Losses
£m

Impairment
Charge
£m

Gross
Losses
£m

ABS CDO super senior
   (78 ) (1,383 ) (1,461 )
Other US sub-prime
   (1,560 ) (168 ) (1,728 )
Alt-A
   (1,858 ) (125 ) (1,983 )
US RMBS wrapped by monoline insurers
   (412 ) – (412 )
Total US residential mortgages
   (3,908 ) (1,676 ) (5,584 )
US
   (671 ) – (671 )
Europe
   (350 ) – (350 )
Total commercial real estate
   (1,021 ) – (1,021 )
Commercial mortgage-backed securities
   (127 ) – (127 )
CMBS wrapped by monoline insurers
   (340 ) – (340 )
Total commercial mortgages
   (1,488 ) – (1,488 )
SIVs and SIV-Lites
   (143 ) (87 ) (230 )
CDPCs
   (14 ) – (14 )
CLO and other assets wrapped by monoline insurers
   (737 ) – (737 )
Total other credit market
   (894 ) (87 ) (981 )
Total
   (6,290 ) (1,763 ) (8,053 )

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Credit risk management~~

~~Barclays Capital credit market exposures~~

~~A. US Residential Mortgages~~

~~US residential mortgage exposures have reduced by 41% in US Dollar terms, and 19% in Sterling terms, since 31st December 2007.~~

~~A1. ABS CDO Super Senior~~

During the year ABS CDO Super Senior exposures reduced by £1,567m to £3,104m (31st December 2007: £4,671m). Net exposures are stated after write-downs and charges of £1,461m incurred in 2008 (2007: £1,816m) and hedges of £nil (31st December 2007: £1,347m). There were no hedges in place at 31st December 2008 as the corresponding liquidity facilities had been terminated. There were liquidations and paydowns of £2,318m in the year; weaker Sterling and a reduction in hedges increased exposure by £865m and £1,347m respectively.

The remaining ABS CDO Super Senior exposure at 31st December 2008 comprised five high grade liquidity facilities which were fully drawn and classified within loans and receivables, and no remaining mezzanine exposure. At 31st December 2007 there were 15 facilities of which nine were high grade and six mezzanine.

The impairment assessment of remaining super senior positions is based on cash flow methodology using standard market assumptions such as default curves and remittance data to calculate the net present value of the future losses for the collateral pool over time. As a result, future potential impairment charges depend on changes in these assumptions.

We have included all ABS CDO Super Senior exposure in the US residential mortgages section as nearly 90% of the underlying collateral relates to US RMBS. The impairment applied to the notional collateral is set out in the table below.

As at
31.12.08

As at
31.12.07

As at
31.12.08


As at
31.12.07
      High Grade
£m Total
£m High Grade
£m Mezzanine
£m Total
£m Marks^a    Marks^a
2005 and earlier
   1,226 1,226 1,458 1,152 2,610 90%    69%
2006
   471 471 1,654 314 1,968 37%    47%
2007 and 2008
   25 25 176 87 263 69%    53%
Sub-prime
   1,722 1,722 3,288 1,553 4,841 75%    60%
2005 and earlier
   891 891 714 102 816 77%    96%
2006
   269 269 594 68 662 75%    90%
2007 and 2008
   62 62 163 13 176 37%    80%
Alt-A
   1,222 1,222 1,471 183 1,654 74%    92%
Prime
   520 520 662 123 785 100%    100%
RMBS CDO
   402 402 842 445 1,287 –    19%
Sub-prime second lien
   127 127 158 – 158 –    32%
Total RMBS
   3,993 3,993 6,421 2,304 8,725 68%    63%
CMBS
   44 44 189 110 299 100%    96%
Non-RMBS CDO
   453 453 429 80 509 56%    49%
CLOs
   35 35 26 – 26 100%    100%
Other ABS
   51 51 136 4 140 100%    100%
Total other ABS
   583 583 780 194 974 66%    72%
Total notional collateral
   4,576 4,576 7,201 2,498 9,699 68%    64%
Subordination
   (459 ) (459 ) (1,001 ) (864 ) (1,865 )
Gross exposure pre impairment
   4,117 4,117 6,200 1,634 7,834
Impairment allowances
   (1,013 ) (1,013 ) (290 ) (432 ) (722 )
Trading losses gross of Hedges
   – – (1,041 ) (53 ) (1,094 )
Hedges
   – – (960 ) (387 ) (1,347 )
Net exposure
   3,104 3,104 3,909 762 4,671
Collateral marks including liquidated structures
   32%    62%

~~Note~~

a	Marks above reflect the gross exposure after the impairment and subordination and do not include the benefit of hedges. The change in marks since 31st December 2007 primarily results from the liquidation during 2008 of the most impaired structures.

~~Barclays~~

~~Annual Report 2008~~

Consolidated collateral of £8.4bn relating to the ten CDOs that were liquidated in 2008 has been sold or are stated at fair value net of hedges within Other US sub-prime, Alt-A and CMBS exposures. The notional collateral remaining at 31st December 2008 is marked at approximately 12%. The collateral valuation for all ABS CDO Super Senior deals, including those liquidated and consolidated in 2008, is approximately 32% (31st December 2007: 62%).

The collateral for the outstanding ABS CDO Super Senior exposures primarily comprises residential mortgage backed securities (RMBS). At 31st December 2008 the residual exposure contains a higher proportion of collateral originated in 2005 and earlier than at 31st December 2007. There is minimal exposure to collateral originated in 2007 or later. The vintages of the sub-prime, Alt-A and US RMBS collateral are set out in the table below.

As at
31.12.08


As at
31.12.07
Sub-prime Collateral by Vintage

2005 and earlier
   71%    54%
2006
   27%    41%
2007 and 2008
   2%    5%
Alt-A Collateral by Vintage

2005 and earlier
   73%    49%
2006
   22%    40%
2007 and 2008
   5%    11%
US RMBS Collateral by Vintage

2005 and earlier
   72%    53%
2006
   25%    40%
2007 and 2008
   3%    7%

~~RMBS collateral for the ABS CDO Super Senior exposures is subject to public ratings. The ratings of sub-prime, Alt-A and total US RMBS CDO collateral are set out in the table below.~~

31.12.08
High Grade


31.12.07
High Grade


31.12.07
Mezzanine


31.12.07
Total
Sub-prime US RMBS Ratings

AAA/AA
   42%    43%    2%    30%
A/BBB
   21%    51%    82%    60%
Non-investment Grade
   37%    6%    16%    10%
Alt-A RMBS Ratings

AAA/AA
   66%    89%    47%    85%
A/BBB
   7%    8%    45%    12%
Non-investment Grade
   27%    3%    8%    3%
Total US RMBS Ratings

AAA/AA
   50%    63%    14%    50%
A/BBB
   13%    31%    70%    41%
Non-investment Grade
   37%    6%    16%    9%

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Credit risk management~~

~~Barclays Capital credit market exposures~~

~~A2. Other US Sub-Prime~~

As at
31.12.08
£m


As at
31.12.07
£m

Marks at
31.12.08


Marks at
31.12.07

Whole loans – performing
   1,290    2,805 80%    100%
Whole loans – more than 60 days past due
   275    372 48%    65%
Total whole loans
   1,565    3,177 72%    94%
AAA securities
   111    735 40%    92%
Other sub-prime securities
   818    525 23%    61%
Total securities gross of hedges
   929    1,260 25%    76%
Hedges
   –    (369 )
Securities (net of hedges)
   929    891
Residuals
   –    233 –    24%
Other exposures with underlying sub-prime collateral:

– Derivatives
   643    333 87%    100%
– Loans
   195    346 70%    100%
– Real Estate
   109    57 46%    68%
Total other direct and indirect exposure
   1,876    1,860
Total
   3,441    5,037

The majority of Other US sub-prime exposures are measured at fair value through profit and loss. US sub-prime securities held in conduits and a collateralised debt obligation (CDO) are categorised as available for sale and are recognised in equity.

Exposure declined from £5,037m to £3,441m driven by gross losses of £1,728m and net sales, paydowns and other movements of £1,649m. Weaker Sterling resulted in an increase in exposure of £1,086m. Exposures at 31st December 2008 included assets acquired from Lehman Brothers North American businesses of £83m in AAA securities and £124m in other US sub-prime securities.

At 31st December 2008, 82% of the whole loan exposure was performing. Whole loans included £1,422m (31st December 2007: £2,843m) acquired on or originated since the acquisition of EquiFirst in March 2007. Of this balance, £281m of new sub-prime loans were originated in 2008. At 31st December 2008, the average loan to value at origination of all the sub-prime whole loans was 79%. Loans guaranteed by Federal Housing Administration (FHA) are not included in the exposure above. An FHA loan is a mortgage loan fully insured by the US Federal Housing Administration and therefore not considered to be a credit sensitive product. EquiFirst has only originated FHA eligible loans since April 2008, and held £132m of these loans at 31st December 2008.

~~Securities included £37m held by consolidated conduits and £110m held in a CDO on which impairment charges of £16m and £53m respectively have been recorded.~~

Other exposures with underlying sub-prime collateral include counterparty derivative exposures to vehicles which hold sub-prime collateral. Derivatives of £643m (31st December 2007: £333m) relate to US Dollar denominated interest rate swaps. The increase in the balance principally relates to the decline in interest rates globally and the 37% depreciation of Sterling relative to the US Dollar, especially in the second half of 2008. The majority of all other exposures with underlying sub-prime collateral was the most senior obligation of the vehicle.

~~Barclays~~

~~Annual Report 2008~~

~~A3. Alt-A~~

As at
31.12.08
£m


As at
31.12.07
£m


Marks at
31.12.08


Marks at
31.12.07
AAA securities
   1,847    3,553    43%    87%
Other Alt-A securities
   1,265    208    9%    75%
Whole Loans
   776    909    67%    97%
Residuals
   2    25    6%    66%
Derivative exposure with underlying Alt-A collateral
   398    221    100%    100%
Total
   4,288    4,916

Alt-A securities, whole loans and residuals are measured at fair value through profit and loss. Alt-A securities held in conduits and a collateralised debt obligation (CDO) are categorised as available for sale and are recognised in equity.

Net exposure to the Alt-A market was £4,288m (31st December 2007: £4,916m), through a combination of whole loans, securities and residuals, including those held in consolidated conduits. There were gross losses of £1,983m in the year and net sales, paydowns and other movements of £181m. Weaker Sterling resulted in an increase in exposure of £1,190m. Exposures at 31st December 2008 included assets acquired from Lehman Brothers North American businesses of £300m in AAA securities and £324m in other Alt-A securities.

~~Securities included £491m held by consolidated conduits and £89m held in a CDO on which impairment charges of £65m and £58m respectively have been recorded.~~

~~At 31st December 2008, 75% of the Alt-A whole loan exposure was performing, and the average loan to value ratio at origination was 81%.~~

Other exposures with underlying Alt-A collateral include counterparty derivative exposures to vehicles which hold Alt-A collateral. Derivative exposures with underlying Alt-A collateral of £398m (31st December 2007: £221m) relate to US Dollar denominated interest rate swaps. The increase in the balance principally relates to the decline in interest rates globally and the 37% depreciation of Sterling relative to the US Dollar, especially in the second half of 2008. The majority of this exposure was the most senior obligation of the vehicle.

~~A4. US Residential Mortgage Backed Securities Exposure Wrapped by Monoline Insurers~~

~~The deterioration in the US residential mortgage market has resulted in exposure to monoline insurers and other financial guarantors that provide credit protection.~~

The table below shows RMBS assets where we held protection from monoline insurers at 31st December 2008. These are measured at fair value through profit and loss. Declines in fair value of the underlying assets are reflected in increases in the value of potential claims against monoline insurers. Such declines have resulted in net exposure to monoline insurers under these contracts increasing to £1,639m by 31st December 2008 (2007: £730m).

Claims would become due in the event of default of the underlying assets and losses would only be realised if both the underlying asset and monoline defaulted. At 31st December 2008 while 81% of the underlying assets were non-investment grade, 97% are wrapped by monolines with investment grade ratings.

There is some uncertainty whether all of the monoline insurers would be able to meet all liabilities if such claims were to arise: certain monoline insurers have been subject to downgrades in 2008. Consequently, a fair value loss of £412m has been recognised in the year. There have been no claims due under these contracts as none of the underlying assets were in default at 31st December 2008.

The fair value is determined by a credit valuation adjustment calculation which incorporates stressed cash flow shortfall projections, current market valuations, stressed Probability of Default (PDs) and a range of Loss Given Default (LGD) assumptions. The cash flow shortfall projections are stressed to ensure that we consider the potential for further market deterioration and resultant additional cash flow shortfall in underlying collateral. Monoline ratings are based on external ratings analysis and where appropriate significant internal analysis conducted by the independent Credit Risk function. In addition, we reflect the potential for further deterioration of monolines by using stressed PDs which results in all monolines having an implied sub-investment grade rating. LGDs range from 45% to 100% depending on the monoline.

~~Exposure by Credit Rating of Monoline Insurer~~

      As at 31.12.08
      Notional
£m
Fair Value
of Underlying
Asset
£m
   Fair Value
Exposure
£m    Credit
Valuation
Adjustment
£m Net
Exposure
£m
AAA/AA
   –    –    –    – –
A/BBB
   2,567    492    2,075    (473 ) 1,602
Non-investment grade
   74    8    66    (29 ) 37
Total
   2,641    500    2,141    (502 ) 1,639
      As at 31.12.07
AAA/AA
   2,807    2,036    771    (41 ) 730

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Credit risk management~~

~~Barclays Capital credit market exposures~~

~~The notional value of the assets, split by the current rating of the monoline insurer, is shown below.~~

Rating of Monoline Insurers – As at 31.12.08
      AAA/AA
£m    A/BBB
£m
Non-
Investment
Grade
£m
   Total
£m
2005 and earlier
   –    143    –    143
2006
   –    1,240    –    1,240
2007 and 2008
   –    510    –    510
High Grade
   –    1,893    –    1,893
Mezzanine – 2005 and earlier
   –    625    74    699
CDO²– 2005 and earlier
   –    49    –    49
US RMBS
   –    2,567    74    2,641

The notional value of the assets, split by the current rating of the underlying asset, is shown below.



Rating of Underlying Asset – As at 31.12.08
      AAA/AA
£m    A/BBB
£m
Non-
Investment
Grade
£m
   Total
£m
2005 and earlier
   143    –    –    143
2006
   –    –    1,240    1,240
2007 and 2008
   –    –    510    510
High Grade
   143    –    1,750    1,893
Mezzanine – 2005 and earlier
   31    330    338    699
CDO²– 2005 and earlier
   –    –    49    49
US RMBS
   174    330    2,137    2,641

~~Barclays~~

~~Annual Report 2008~~

~~B. Commercial Mortgages~~

~~Commercial mortgages reduced 18% in US Dollar terms. In Sterling terms these increased by 12%.~~

~~B1. Commercial Mortgages~~

Exposures in Barclays Capital’s commercial mortgages portfolio, all of which are measured at fair value, comprised commercial real estate loan exposure of £11,578m (31st December 2007: £11,103m) and commercial mortgage-backed securities (CMBS) of £735m (31st December 2007: £1,296m). During the year there were gross losses of £1,148m. Gross sales and paydowns of £1,034m in the UK and Continental Europe and £2,167m in the US were partially offset by additional drawdowns. Weaker Sterling increased exposure by £3,058m.

~~The commercial real estate loan exposure comprised 55% US, 41% UK and Europe and 4% Asia. 5% of the total relates to land or property under construction.~~

The US exposure included two large transactions which comprised 42% of the total US exposure and have paid down approximately £789m in the year. The remaining 58% of the US exposure comprised 76 transactions. The remaining weighted average number of years to initial maturity of the US portfolio is 1.4 years.

The UK and Europe portfolio is well diversified with 64 transactions in place as at 31st December 2008. In Europe protection is provided by loan covenants and periodic LTV retests, which cover 90% of the portfolio. 47% of the German exposure relates to one transaction secured on multifamily residential assets. Exposure to the Spanish market represents less than 1% of global exposure at 31st December 2008.

Commercial Real Estate Exposure by Region

      As at
31.12.08
£m    As at
31.12.07
£m    Marks at
31.12.08    Marks at
31.12.07
US
   6,329    5,947    88%    99%
Germany
   2,467    1,783    95%    100%
Sweden
   265    250    96%    100%
France
   270    289    94%    100%
Switzerland
   176    127    97%    100%
Spain
   106    89    92%    100%
Other Continental Europe
   677    779    90%    100%
UK
   831    1,422    89%    100%
Asia
   457    417    97%    100%
Total
   11,578    11,103


~~Commercial Real Estate Exposure Metrics~~
	~~WALTV~~^a	~~WAM~~^b	~~WALA~~^c
US	~~79.5%~~	~~1.4 yrs~~	~~1.6 yrs~~
~~Germany~~	~~79.4%~~	~~4.6 yrs~~	~~1.5 yrs~~
~~Other Europe~~	~~82.2%~~	~~4.5 yrs~~	~~1.7 yrs~~
UK	~~77.8%~~	~~5.8 yrs~~	~~1.8 yrs~~
~~Asia~~	~~93.3%~~	~~4.7 yrs~~	~~1.3 yrs~~

Commercial Real Estate Exposure by Industry

      As at 31.12.08

US
£m
   Germany
£m    Other
Europe
£m    UK
£m    Asia
£m    Total
£m
Office
   2,081    436    802    192    145    3,656
Residential
   1,957    1,268    –    229    128    3,582
Retail
   66    567    96    110    118    957
Hotels
   1,145    –    441    29    18    1,633
Leisure
   –    –    –    233    –    233
Land
   232    –    –    –    –    232
Industrial
   582    126    131    38    10    887
Mixed/Others
   243    70    24    –    38    375
Hedges
   23    –    –    –    –    23
Total
   6,329    2,467    1,494    831    457    11,578

~~Notes~~

a	~~Weighted-average loan- to-value based on the most recent valuation.~~

b	~~Weighted-average number of years to initial maturity.~~

c	~~Weighted-average loan age.~~

~~100~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Credit risk management~~

~~Barclays Capital credit market exposures~~

~~B1. Commercial Mortgages (continued)~~

Commercial Mortgage Backed Securities (net of hedges)

      As at
31.12.08
£m
As at
31.12.07
£m
   Marks^a at
31.12.08    Marks^a at
31.12.07
AAA securities
   588    1,008
Other securities
   147    288
Total
   735    1,296    21%    98%

Exposure is stated net of hedges traded in the liquid index swap market with market counterparties. The counterparty exposure is managed through a standard derivative collateralisation process and none of the hedge counterparties are monoline insurers.

~~Exposures at 31st December 2008 included assets acquired from Lehman Brothers North American businesses of £143m in AAA securities and £86m in other securities.~~

~~B2. CMBS Exposure Wrapped by Monoline Insurers~~

~~The deterioration in the commercial mortgage market has resulted in exposure to monoline insurers and other financial guarantors that provide credit protection.~~

The table below shows Commercial Mortgage Backed Security (CMBS) assets where we held protection from monoline insurers at 31st December 2008. These are measured at fair value through profit and loss. Declines in fair value of the underlying assets are reflected in increases in the value of potential claims against monoline insurers. Such declines have resulted in net exposure to monoline insurers under these contracts increasing to £1,854m by 31st December 2008 (31st December 2007: £197m).

Claims would become due in the event of default of the underlying assets and losses would only be realised if both the underlying asset and monoline defaulted. At 31st December 2008 all underlying assets were rated AAA/AA and 89% are wrapped by monolines with investment grade ratings.

There is some uncertainty whether all of the monoline insurers would be able to meet all liabilities if such claims were to arise: certain monoline insurers have been subject to downgrades in 2008. Consequently, a fair value loss of £340m has been recognised in the year. There have been no claims due under these contracts as none of the underlying assets were in default at 31st December 2008.

Exposure by credit rating of monoline insurer

      As at 31.12.08
      Notional
£m
Fair value
of underlying
asset
£m
   Fair value
exposure
£m    Credit
valuation
adjustment
£m Net
exposure
£m
AAA/AA
   69    27    42    (4 ) 38
A/BBB
   3,258    1,301    1,957    (320 ) 1,637
Non-investment grade
   425    181    244    (65 ) 179
Total
   3,752    1,509    2,243    (389 ) 1,854
   As at 31.12.07
AAA/AA
   3,614    3,408    206    (9 ) 197

~~The notional value of the assets, split by the current rating of the monoline insurer, is shown below.~~

      Rating of monoline insurers – As at 31.12.08
      AAA/AA
£m    A/BBB
£m
Non-
Investment
Grade
£m
   Total
£m
2005 and earlier
   –    437    –    437
2006
   69    544    –    613
2007 and 2008
   –    2,277    425    2,702
CMBS
   69    3,258    425    3,752

~~Note~~

a	~~Marks are based on gross collateral.~~

~~Barclays~~

~~Annual Report 2008~~

~~101~~

~~The notional value of the assets split by the current rating of the underlying asset, is shown below. All CMBS assets were rated AAA/AA at 31st December 2008.~~

Rating of Underlying Asset – As at 31.12.08
      AAA/AA
£m    A/BBB
£m
Non-
Investment
Grade
£m
   Total
£m
2005 and earlier
   437    –    –    437
2006
   613    –    –    613
2007 and 2008
   2,702    –    –    2,702
CMBS
   3,752    –    –    3,752

~~C . Other credit market exposures~~

~~In the year ended 31st December 2008 these exposures increased by 17% in US Dollar terms, and 61% in Sterling terms.~~

~~C1. Leveraged Finance~~

~~Leveraged loans are classified within loans and advances and are stated at amortised cost less impairment. The overall credit performance of the assets remains satisfactory.~~

At 31st December 2008, the gross exposure relating to leveraged finance loans was £10,506m (31st December 2007: £9,217m). Barclays Capital expects to hold these leveraged finance positions until redemption. Material movements since 31st December 2007 reflect exchange rate changes rather than changes in loan positions.

~~The net exposure relating to leverage finance loans of £10,391m (31st December 2007: £9,027m) was reduced to £7,335m following a repayment of £3,056m at par in January 2009.~~

Leveraged Finance Exposure by Region


      As at
31.12.08
£m As at
31.12.07
£m
UK
   4,810 4,401
US
   3,830 3,037
Europe
   1,640 1,568
Asia
   226 211
Total lending and commitments
   10,506 9,217
Identified and unidentified impairment^a
   (115 ) (190 )
Net lending and commitments
   10,391 9,027

Leveraged finance exposure by industry


   As at 31.12.08    As at 31.12.07
      Drawn
£m    Undrawn
£m    Total
£m    Drawn
£m    Undrawn
£m    Total
£m
Insurance
   2,546    31    2,577    2,456    78    2,534
Telecoms
   2,998    211    3,209    2,259    240    2,499
Retail
   904    128    1,032    828    132    960
Health care
   659    144    803    577    141    718
Media
   655    89    744    469    127    596
Services
   568    131    699    388    134    522
Manufacturing
   500    102    602    371    125    496
Chemicals
   317    26    343    46    286    332
Other
   329    168    497    233    327    560
Total
   9,476    1,030    10,506    7,627    1,590    9,217

~~New leveraged finance commitments originated after 30th June 2007 comprised £573m (31st December 2007: £1,148m).~~

~~Note~~

a	~~The movement in impairment during the period is primarily due to the release of the provision on the post year end repayment, for which there was a binding commitment as at 31st December 2008.~~

~~102~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Credit risk management~~

~~Barclays Capital credit market exposures~~

~~C2. SIVs and SIV-Lites~~

SIVs/SIV-Lites


      As at
31.12.08
£m    As at
31.12.07
£m    Marks at
31.12.08    Marks at
31.12.07
Liquidity facilities
   679    466    62%    100%
Bond inventory
   11    52    7%    37%
Derivatives
   273    266
Total
   963    784

~~SIV exposure increased from £784m to £963m during the year. There were £230m of gross losses against SIVs and SIV lites in the year. Weaker Sterling resulted in an increase in exposure of £281m.~~

At 31st December 2008 liquidity facilities of £679m (31st December 2007: £466m) include £531m designated at fair value through profit and loss relating to a SIV-lite which had previously been hedged with Lehman Brothers. Following the Lehman Brothers bankruptcy this facility was reflected as a new exposure to the underlying assets. The remaining £148m represented drawn liquidity facilities in respect of SIV-lites and other structured investment vehicles classified as loans and advances stated at cost less impairment.

~~Bond inventory and derivatives are fair valued through profit and loss.~~

~~Movement in derivative exposure primarily related to CDS exposure due to general spread widening. At 31st December 2008 exposure was broadly in line with the prior year.~~

~~C3. CDPC exposure~~

Credit derivative product companies (‘CDPCs’) are specialist providers of credit protection principally on corporate exposures in the form of credit derivatives. The Group has purchased protection from CDPCs against a number of securities with a notional value of £1,772m. The fair value of the exposure to CDPCs at 31st December 2008 was £150m. A fair value loss of £14m has been recognised in the year.

~~Of the notional exposure, 45% related to AAA/AA rated counterparties, with the remainder rated A/BBB.~~

Exposure by credit rating of CDPC

      As at 31.12.08
      Notional
£m    Gross
exposure
£m    Credit
valuation
adjustment
£m Net
exposure
£m
AAA/AA
   796    77    (14 ) 63
A/BBB
   976    87    – 87
Total
   1,772    164    (14 ) 150
   As at 31.12.07
AAA/AA
   1,262    19    – 19

~~Barclays~~

~~Annual Report 2008~~

~~103~~

~~C4. CLO and other exposure wrapped by monoline insurers~~

The table below shows Collateralised Loan Obligations (CLOs) and other assets where we held protection from monoline insurers at 31st December 2008. The deterioration in markets for these assets has resulted in exposure to monoline insurers and other financial guarantors that provide credit protection. These are measured at fair value through profit and loss. Declines in fair value of the underlying assets are reflected in increases in the value of potential claims against monoline insurers. Such declines have resulted in net exposure to monoline insurers under these contracts increasing to £4,939m by 31st December 2008 (31st December 2007: £408m).

Claims would become due in the event of default of the underlying assets and losses would only be realised if both the underlying asset and monoline defaulted. At 31st December 2008 all of the underlying assets have investment grade ratings and 39% are wrapped by monolines rated AAA/AA. 87% of the underlying assets were CLOs, all of which were rated AAA/AA.

There is some uncertainty whether all of the monoline insurers would be able to meet all liabilities if such claims were to arise: certain monoline insurers have been subject to downgrades in 2008. Consequently, a fair value loss of £737m, has been recognised in the year. There have been no claims due under these contracts as none of the underlying assets were in default at 31st December 2008.

The fair value is determined by a credit valuation adjustment calculation which incorporates stressed cash flow shortfall projections, current market valuations, stressed Probability of Default (PDs) and a range of Loss Given Default (LGD) assumptions. The cash flow shortfall projections are stressed to ensure that we consider the potential for further market deterioration and resultant additional cash flow shortfall in underlying collateral. Monoline ratings are based on external ratings analysis and where appropriate significant internal analysis conducted by the independent Credit Risk function. In addition, we reflect the potential for further deterioration of monolines by using stressed PDs for non-AAA rated monolines, which results in all other monolines having an implied sub-investment grade rating. LGDs range from 45% to 100% depending on the monoline.

Exposure by credit rating of monoline in surer
            As at 31.12.08
      Notional
£m
Fair value
of underlying
asset
£m
   Fair value
exposure
£m    Credit
valuation
adjustment
£m Net
exposure
£m
AAA/AA
   8,281    5,854    2,427    (55 ) 2,372
A/BBB
   6,446    4,808    1,638    (204 ) 1,434
Non-investment grade
   6,148    4,441    1,707    (574 ) 1,133
Total
   20,875    15,103    5,772    (833 ) 4,939
      As at 31.12.07
AAA/AA
   15,152    14,735    417    (9 ) 408
The notional value of the assets, split by the current rating of the monoline insurer, is shown below.

            Rating of monoline insurers – As at 31.12.08

AAA/AA
£m
   A/BBB
£m
Non-
investment
grade
£m
Total £m
2005 and earlier
      2,064    1,647    2,326 6,037
2006
      1,803    2,173    1,918 5,894
2007 and 2008
      3,324    1,369    1,602 6,295
CLOs
      7,191    5,189    5,846 18,226
2005 and earlier
      131    661    70 862
2006
      145    158    232 535
2007 and 2008
      814    438    – 1,252
Other
      1,090    1,257    302 2,649
Total
      8,281    6,446    6,148 20,875

~~104~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk Management~~

~~Credit risk management~~

~~Barclays Capital credit market exposures~~

~~The notional value of the assets split by the current rating of the underlying asset is shown below. All of the underlying assets had investment grade ratings as at 31st December 2008.~~

      Rating of Underlying Asset – As at 31.12. 08

AAA/AA
£m

A/BBB
£m

Non-
Investment
Grade
£m
   Total
£m
2005 and earlier
   6,037    –    –    6,037
2006
   5,894    –    –    5,894
2007 and 2008
   6,295    –    –    6,295
CLOs
   18,226    –    –    18,226
2005 and earlier
   862    –    –    862
2006
   535    –    –    535
2007 and 2008
   785    467    –    1,252
Other
   2,182    467    –    2,649
Total
   20,408    467    –    20,875

~~Own credit~~

The carrying amount of issued notes that are designated under the IAS 39 fair value option is adjusted to reflect the effect of changes in own credit spreads. The resulting gain or loss is recognised in the income statement.

At 31st December 2008, the own credit adjustment arose from the fair valuation of £54.5bn of Barclays Capital structured notes (31st December 2007: £40.7bn). The widening of Barclays credit spreads in the year affected the fair value of these notes and as a result revaluation gains of £1,663m were recognised in trading income (2007: £658m).

~~Barclays~~

~~Annual Report 2008~~

~~105~~

Risk management

Market risk management

~~Organisation and structure~~

Market ~~risk~~Risk is the risk that Barclays earnings or capital, or its ability to meet business objectives, will be adversely affected by changes in the level or volatility of market rates or prices such as interest rates, credit spreads, commodity prices, equity prices and foreign exchange rates. ~~Market~~The majority of market risk ~~mainly arises from trading activities.~~exposure resides in Barclays Capital. Barclays is also exposed to market risk through non-traded interest rate risk and the pension fund.

Barclays market risk objectives are to:

~~– Understand and control market risk by robust measurement and the setting of position limits.~~

–

Understand and control market risk by robust measurement and the setting of limits.

~~– Facilitate business growth within a controlled and transparent risk management framework.~~

–

Facilitate business growth within a controlled and transparent risk management framework.

~~– Ensure traded market risk resides primarily in Barclays Capital.~~

–

Ensure traded market risk resides primarily in Barclays Capital.

–

Minimise non-traded market risk.

Organisation and structure

The Board approves market risk appetite for trading and non-trading activities. The Market Risk Director is responsible for the Market Risk Control Framework and, under delegated authority from the ~~Group~~Chief Risk ~~Director,~~Officer, sets a limit framework within the context of the approved market risk appetite. A daily market risk report summarises Barclays market risk exposures against agreed limits. This daily report is sent to the ~~Group~~Chief Risk ~~Director,~~Officer, the Market Risk Director, the Group Finance Director and the appropriate Business Risk Directors.

management, control and reporting of market risk as outlined in the Barclays Market Risk Control Framework. Oversight and

support is provided to the business by the Market Risk Director, assisted by the ~~central market risk~~Group Market

Risk team. The Market Risk Committee reviews, approves, and makes recommendations concerning the market risk profile across Barclays including risk appetite, limits and utilisation. The Committee meets monthly and is chaired by the Market Risk Director. Attendees include the ~~Group~~Chief Risk ~~Director,~~Officer, respective business risk managers and senior managers from ~~the central market risk team.~~Group Market Risk.

In Barclays Capital, the Head of Market Risk is responsible for implementing the ~~market risk control framework.~~Market Risk Control Framework. Day to day responsibility for market risk lies with the senior management of Barclays Capital, supported by the Market Risk Management team that operates independently of the trading areas. Oversight is provided by Group Market Risk.

Daily market risk reports are produced for Barclays Capital as a whole as well as for the main business areas. These are sent to Group Market Risk for review and inclusion in the daily market risk report. The risks covered include interest rate, credit spread, commodity, equity and foreign exchange. A more detailed trading market risk presentation is produced fortnightly and discussed at the Barclays Capital Traded Positions Risk Review meeting. The attendees at this meeting include ~~the Group Risk Director~~senior trading and ~~senior~~risk managers from Barclays Capital and ~~the central market risk team.~~Group Market Risk.

In each of the six main Global Retail and Commercial Banking ~~each of the six main business areas~~businesses (UK Retail Banking, Barclays Commercial Bank, Barclaycard, Western Europe, Emerging Markets and Absa) ~~has its own~~, Group Treasury and Wealth, there is a dedicated market risk department. The head of each department is responsible for implementing the Market Risk Control Framework, with oversight provided by ~~the central market risk team.~~Group Market Risk. A combination of daily and monthly risk reports are sent to Group Market Risk for review and inclusion in the ~~central~~daily market risk ~~team.~~report. A risk summary is also presented at Market Risk Committee and the respective Asset and Liability Committees.

~~Global Retail and Commercial Banking is responsible for non-structural non-trading interest rate risk and Group Treasury is responsible for structural risk (interest rate and foreign exchange).~~ The chart below gives an overview of the business control structure.

LOGO

~~106~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~ LOGO

~~Market risk management~~

Traded market risk

Barclays policy is to concentrate trading activities in Barclays Capital. This includes transactions where Barclays Capital acts as principal with clients or with the market. For maximum efficiency, client and market activities are managed together. In Barclays Capital, trading risk ~~occurs in both~~is measured for the trading ~~book and the banking~~ book, as defined for regulatory ~~purposes.~~purposes, and certain banking books.

Risk ~~measurement~~Measurement and ~~control~~Control

The measurement techniques used to measure and control traded market risk include Daily Value at Risk (DVaR), Expected Shortfall, ~~(ES)~~average of the three worst hypothetical losses from the DVaR simulation (3W), Global Asset Class stress testing and ~~scenario~~Global Scenario stress testing. ~~Book limits such as foreign exchange and interest rate delta limits are also in place.~~

~~Daily Value at Risk~~DVaR is an estimate of the potential loss arising from unfavourable market movements, if the current positions were to be held unchanged for one business day. Barclays Capital uses the historical simulation ~~method~~methodology with a ~~two year~~two-year unweighted historical ~~period.~~

~~In 2008,~~period at the 95% confidence level was changed to 95% from 98% as an increasing incidence of significant market movements made the existing measure more volatile and less effective for risk management purposes. Switching to 95% made DVaR more stable and consequently improved management, transparency and control of the market risk profile.level.

The historical simulation ~~calculation~~methodology can be split into three parts:

–

Calculate hypothetical daily profit or loss for each position over the most recent ~~two years, using observed daily market moves.~~

~~– Sum hypothetical profit or losses for day one, giving one total profit or loss. This is repeated for all other days in the two year history.~~

~~– DVaR is the 95th percentile selected from the~~ two years, using observed daily market moves.

–

Sum all hypothetical profits or losses for day one across all positions, giving one total profit or loss. Repeat for all other days in the two-year history.

–

DVaR is the 95th percentile selected from the two-year history of daily hypothetical total profit or loss.

Market volatility decreased from the extreme levels observed in the second half of 2008, but remained above pre-crisis 2007 levels. As a consequence of the unweighted DVaR historical simulation methodology, the extreme 2008 volatility will continue to impact DVaR until late 2010.

The DVaR model has been approved by the FSA to calculate regulatory capital for the trading book. The approval covers general market risk in interest rate, foreign exchange, commodities and equity products, and issuer specific risk for the majority of single name and portfolio traded credit products. Internally, as noted before, DVaR is calculated for ~~both~~ the trading book and certain banking books.

When reviewing DVaR estimates, a number of considerations should be taken into account. These are:

~~– Historical simulation uses the recent past to generate possible future market moves but the past may not be a good indicator of the future~~

–

Historical simulation uses the recent past to generate possible future market moves but the past may not be a good indicator of the future.

~~– The one day time horizon does not fully capture the market risk of positions that cannot be closed out or hedged within one day~~

–

The one-day time horizon does not fully capture the market risk of positions that cannot be closed out or hedged within one day.

~~– Intra-day risk is not captured~~

–

Intra-day risk is not captured.

~~– DVaR does not indicate the potential loss beyond the 95th percentile.~~

–

DVaR does not indicate the potential loss beyond the 95th percentile.

DVaR is an important market risk measurement and control tool and consequently the model is regularly assessed. The main approach employed is the technique known asback-testing which counts the

~~The daily average, maximum and minimum values of DVaR, 95% and 98%, were calculated as below.~~

DVaR (95%)


12 months to
31st December 2008

12 months to
31st December 2007
      Average
£m High
£m    Low
£m    Average
£m High
£m    Low
£m
Interest rate risk
   28.9 47.8    15.1    15.3 26.5    10.0
Credit spread risk
   31.1 71.7    15.4    17.3 28.0    10.8
Commodity risk
   18.1 25.4    12.5    15.3 19.0    10.7
Equity risk
   9.1 21.0    4.8    8.0 12.1    4.5
Foreign exchange risk
   5.9 13.0    2.1    3.8 7.2    2.1
Diversification effect^a
   (39.7 ) n/a    n/a    (27.2 ) n/a    n/a
Total DVaR
   53.4 95.2    35.5    32.5 40.9    25.2

DVaR (98%)

      12 months to
31st December 2008    12 months to
31st December 2007
      Average
£m High
£m    Low
£m    Average
£m High
£m    Low
£m
Interest rate risk
   45.0 80.9    21.0    20.0 33.3    12.6
Credit spread risk
   54.0 143.4    30.1    24.9 43.3    14.6
Commodity risk
   23.9 39.6    16.5    20.2 27.2    14.8
Equity risk
   12.8 28.9    6.7    11.2 17.6    7.3
Foreign exchange risk
   8.1 21.0    2.9    4.9 9.6    2.9
Diversification effect^a
   (67.3 ) n/a    n/a    (39.2 ) n/a    n/a
Total DVaR
   76.5 158.8    47.5    42.0 59.3    33.1

~~Note~~

The high (and low) DVaR figures reported for each category did not necessarily occur on the same day as the high (and low) DVaR reported as a whole. Consequently a diversification effect number for the high (and low) DVaR figures would not be meaningful and it is therefore omitted from the above table.

~~Barclays~~

~~Annual Report 2008~~

~~107~~

number of days when a loss (as defined by the ~~FSA in BIPRU 7.10)~~FSA) exceeds the corresponding DVaR estimate, measured at the 99% confidence level.

The FSA categorises a DVaR model as green, amber or red. A green model is consistent with a good working DVaR model and is achieved for models that have four or less back-testing exceptions in a 12-month period. For Barclays Capital’s trading book, green model status was maintained for ~~2008~~2009 and ~~2007.~~2008.

Expected Shortfall is the average of all hypothetical losses from the historical simulation beyond DVaR. To ~~further~~ improve the control framework, formal ~~daily~~ monitoring of~~Expected Shortfall~~ ~~(ES)~~ 3W (average of the three worst observations from the DVaR historical simulation) was ~~started. This metric is~~started in the ~~average~~first half of ~~all the hypothetical losses beyond DVaR.~~2009.


96

Risk management

Market risk management

continued

Stress testing provides an indication of the potential size of losses that could arise in extreme conditions. ~~It helps to identify risk concentrations across business lines and assist senior management in capital planning decisions. A variety of different types of~~Global Asset Class stress ~~tests are performed in order to fulfil the objectives of stress testing. The global asset class stress tests have~~testing has been designed to cover major asset classes including interest rate, credit spread, commodity, equity and foreign exchange ~~rates~~rates. They are based on past stress moves in respective asset class prices and ~~emerging markets.~~

~~Stress results are produced at least fortnightly. If a potential~~rates. Global Scenario stress loss exceeds the corresponding trigger limit, the positions captured by the stress test are reviewed and discussed by Barclays Capital market risk management and the respective Barclays Capital business heads. The minutes of the discussion, including the merits of the position and the appropriate course of action, are then sent to the Market Risk Director for review.

~~Scenario tests~~ ~~are~~testing is based on hypothetical events which could lead to extreme yet plausible stress type moves, under which profitability is seriously challenged. ~~The scenarios~~

Market Risk is controlled through the use of limits where appropriate on the above risk measures. Limits are ~~devised~~set at the total Barclays Capital level, risk factor level e.g. interest rate risk, and business line level e.g. Emerging Markets. Book limits such as foreign exchange and interest rate sensitivity limits are also in place.

Risk exposures are monitored by ~~senior~~Barclays Capital’s risk managers with oversight provided by Group Market Risk. The total DVaR limit is approved by the Board. Risk Factor DVaR limits and ~~economists and~~Global Asset Class stress testing limits are reviewed quarterly. Examples include ‘Global pandemic’, ‘Problems with GBP sovereign issuances’ and ‘Liquidity crisis’. The scenarios are calculated at least fortnightly and the results are included in the Traded Positionsapproved by Market Risk ~~Review meeting information pack.~~Committee.

Analysis of traded market risk exposures

~~The tables and graph show the time series for~~Barclays Capital’s market risk exposure, as measured by average total DVaR, ~~with commentary. Further analysis~~increased by 45% to £77m (2008: £53m). The rise was mainly due to volatility considerations, increased interest rate and credit spread exposure, and the Lehman Brothers North American businesses acquisition. Volatility impacted average DVaR because 2008’s extreme

volatility impacted DVaR throughout 2009 but only impacted 2008 DVaR in the last four months of 2008. More commentary is given under the total DVaR graph below.

Expected Shortfall and 3W averaged £121m and £209m respectively representing increases of £51m (73%) and £93m (80%) compared to 2008.

As we enter 2010, the principal uncertainties which may impact Barclays market risk relate to volatility in ~~Note 48.~~interest rates, commodities, credit spreads, equity prices and foreign exchange rates. While these markets exhibit improved liquidity and reduced volatility following Central Bank support, price instability and higher volatility may still arise as government policy seeks to target future economic growth while controlling inflation risk.

Analysis of trading revenue

The ~~histograms~~histogram below ~~show~~shows the distribution of daily trading revenue for Barclays Capital in ~~2008~~2009 and ~~2007. Revenue includes net trading~~2008.

Trading revenue reflects top-line income ~~net interest~~^g, excluding income ~~net fees~~from Private Equity and ~~commissions relating to primary trading, and the effects of gains or losses on own credit.~~ Principal Investments.

The average daily revenue in 2009 was £71m, 87% more than recorded for 2008 ~~was £19.5m (2007: £26.2m)~~(£38m). There were 247 positive days, 5 negative days and ~~there were 203~~one flat day (2008: 206 positive, ~~revenue days out of 254 (2007: 224 out of 253). The number of~~47 negative, revenue days increased in 2008, largely a result of volatile markets especially in the fourth quarter. The number of positive revenue days greater than £45m also increased but these were spread across the year.one flat).

The daily average, maximum and minimum values of DVaR, Expected Shortfall and 3W were calculated as below:


DVaR (95%)
	Year ended 31st December 2009				Year ended 31st December 2008
	Average £m		High £m	Low £m	Average £m		High £m	Low £m
Interest rate risk	44		83	23	29		48	15
Credit Spread risk	58		102	35	31		72	15
Commodity risk	14		20	11	18		25	13
Equity risk	13		27	5	9		21	5
Foreign exchange risk	8		15	3	6		13	2
Diversification effect	(60	)			(40	)
Total DVaR	77		119	50	53		95	36
Expected Shortfall	121		188	88	70		146	41
3W	209		301	148	116		282	61

LOGO

Notes

a	~~Total DVaR remains broadly at the same level as recorded in Dec 07.~~

b	~~Total DVaR reduces due to reduction in interest rate positions.~~

c	Barclays acquires Lehman Brothers North American businesses during a period of extreme market volatility. The Lehman positions are subsequently reduced.

DVaR increases significantly due to the extreme market volatility ~~following~~impacting the ~~failure of several~~DVaR calculation. Several financial ~~intuitions~~institutions fail and there is a material deterioration in the global economic outlook. ~~Barclays changes to 95% DVaR to improve management, transparency and control of the market risk profile.~~

c	Total DVaR peaked at £119m in March 2009.

LOGO

d	Before trending down mainly due to a decrease in credit spread exposure and interest rate exposure, reaching £58m in August 2009.

e	DVaR subsequently increased as markets began to recover and new positions were added to facilitate client trades.

f	DVaR decreased towards year end driven by a reduction in exposure and an increase in diversification. Total DVaR as at 31st December 2009 was £55m (31st December 2008: £87m).

g	Defined on page 319.

~~108~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~ LOGO

~~Market risk management~~

Non-traded ~~market~~interest rate risk

Non-traded interest rate risk arises from the provision of retail and wholesale (non-traded) banking products and services, and resides mainly in Global Retail and Commercial Banking, and Group Treasury.

Barclays objective is to minimise non-traded ~~market risks.~~risk. This is achieved by transferring interest rate risk from the business to a local treasury or Group Treasury, which in turn hedges the net exposure with the external market. Limits exist to ensure no material risk is retained within any business or product area. ~~The majority of exposures are within Global Retail~~Trading activity is not permitted outside Barclays Capital.

Risk measurement and ~~Commercial Banking.~~

~~Non-traded interest rate risk~~control

~~Non-traded interest rate risk arises from the provision of retail and wholesale (non-traded) banking products and services.~~

The ~~techniques used to measure~~risk in each business is measured and ~~control non-traded interest rate risk include Annual~~controlled using both an income metric (Annual Earnings at Risk) and a present value metric (Daily Value at Risk ~~DVaR~~or stress testing). In addition, scenario stress analysis is carried out by the business and ~~Stress Testing. Book limits such as foreign exchange~~reviewed by senior management and ~~interest position limits are also in place.~~business-level asset and liability committees, when required.

Annual Earnings at Risk (AEaR) measures the sensitivity of net interest income (NII) over the next 12 months. It is calculated ~~on a monthly basis~~ as the difference between the estimated income using the current yield curve and the lowest estimated income following a 100 basis points increase or decrease in interest ~~rates.~~rates, subject to a minimum interest rate of 0%. Balances are adjusted for an assumed behavioural profiles. This includes the treatment of non-maturity deposits.

~~To complement AEaR, the Group also uses a simplified version of theDVaR~~ ~~approach used by Barclays Capital.~~

~~Stress testing~~ ~~is also carried out by the business centres~~Daily Value at Risk and ~~is reviewed by senior management and business-level asset and liability committees. The~~ stress testing is ~~tailored~~calculated using a Barclays Capital consistent approach. Both these metrics are calculated by each respective business area with oversight provided by Group Market Risk.

Risk exposures are monitored by respective business risk managers with oversight provided by Group Market Risk. The main business limits are approved by Market Risk Committee. Book limits such as foreign exchange and interest rate sensitivity limits are also in place where appropriate.

To further improve the market risk control framework, Group Market Risk initiated an ongoing programme of conformance visits to non-traded Treasury operations. These visits review both the ~~business~~current market risk profile and ~~typically incorporates scenario analysis~~potential market risk developments, as well as verifying conformance with Barclays policies and ~~historical stress movements applied to respective portfolios.~~standards as detailed in the Market Risk Control Framework.

Analysis of Net Interest Income sensitivity

The ~~analysis~~table below shows the pre-tax net interest income sensitivity for the non-trading financial assets and financial liabilities held at 31st December 2009 and 31st December 2008. The sensitivity has been measured using AEaR methodology as described above. The benchmark interest rate for each currency is set as at 31st December 2009. The figures include the effect of ~~non-traded~~hedging instruments but exclude exposures held or issued by Barclays Capital as these are measured and managed using DVaR.


Net interest income sensitivity (AEaR) by currency
	31st December 2009				31st December 2008
	+100 basis points £m		-100 basis points £m		+100 basis points £m		-100 basis points £m
GBP	30		(360	)	3		(273	)
USD	(43	)	14		(25	)	7
EUR	(34	)	–		(34	)	30
ZAR	29		(27	)	13		(13	)
Others	(1	)	4		–		(8	)
Total	(19	)	(369	)	(43	)	(257	)
As percentage of totalnet interest income	(0.16	%)	(3.10	%)	(0.37	%)	(2.24	%)

Non-traded interest rate risk, as measured by AEaR, was £369m as at 31st December 2009, an increase of £112m compared to 31st December 2008. The increase mainly reflects the reduced spread generated on retail and commercial banking liabilities in the lower interest rate environment. If the interest rate hedges had not been in place then the AEaR for 2009 would have been £704m (2008: £670m).

DVaR is ~~given~~also used to control market risk in ~~Note 48.~~Global Retail and Commercial Banking – Western Europe and in Group Treasury. The indicative average 2009 DVaRs for 2009 are £1.4m (2008: £1.3m) for Western Europe and £1.0m (2008: £0.6m) for Group Treasury.

Other market risks

Barclays maintains a number of defined benefit pension schemes for past and current employees. The ability of the Pension Fund to meet the projected pension payments is maintained through investments and regular ~~Bank~~bank contributions.Pension risk arises ~~because:~~because the estimated market value of the pension fund assets might decline; or their investment returns might reduce; or the estimated value of the pension liabilities might increase. In these circumstances, Barclays could be required or might choose to make extra contributions to the pension fund.

During 2009 a risk reducing programme was conducted. This entailed increasing the holding of index-linked gilts to better match the liabilities and reducing the net exposure to equities. Financial details of the pension fund are in Note 30.

Investment risk is the risk of financial volatility arising from changes in the market value of investments, principally occurring in Barclays insurance ~~companies and Barclays Global Investors.~~companies. A change in the fair value of these investments may give rise to a liability which may have to be funded by the Group. It is Barclays policy to hedge such exposures in line with a defined risk appetite.

Barclays policy is for foreign exchange traded risk to be concentrated and managed in Barclays Capital. Some transactionalforeign exchange riskexposure arises ~~within the local treasury operations in Global Retail and Commercial Banking~~outside Barclays Capital to support and facilitate client activity. This is minimised in accordance with modest risk limits and was not material as at 31st December ~~2008.~~2009. Other non-Barclays ~~Capital~~capital foreign exchange exposure is covered in Note 48.

Asset management structural ~~market~~ risk arises where the fee and commission income earned by asset management products and businesses is affected by a change in market levels, primarily through the link between income and the value of assets under management.

It is Barclays policy that businesses monitor and report this risk against a defined risk appetite and regularly assess potential hedging strategies.

~~Barclays~~

~~Annual Report 2008~~

~~109~~

Risk management

Market risk management

~~Disclosures about certain trading activities~~continued

Disclosures about certain trading activities including non-exchange traded commodity contracts

The Group provides a fully integrated service to clients for base metals, precious metals, oil, power, natural gas, coal, freight, emission credits, structured products and other related commodities. This service offering continues to expand, as market conditions allow, through the addition of new products and markets.

The Group offers both over the counter (OTC) and ~~exchange traded~~exchange-traded derivatives, including swaps, options, forwards and futures and enters into physically settled contracts in base metals, power and gas, oil and related products. Physical commodity positions are held at fair value and reported under the Trading Portfolio in Note 12 on page ~~215.~~191.

Fair value measurement

The fair values of physical and derivative positions are primarily determined through a combination of recognised market observable

prices, exchange prices, and established inter-commodity relationships.

Further information on fair value measurement of financial instruments can be found in Note 50 on page ~~287.~~267.

Credit risk

Credit risk exposures are actively managed by the Group. Refer to Note 47 on page ~~264~~243 for more information on the Group’s approach to credit risk management and the credit quality of derivative assets.

Fair value of the commodity derivative contracts

The tables below analyse the overall fair value of the OTC commodity derivative contracts by movement over time and contractual maturity. As at

31st December ~~2008~~2009 the fair value of the commodity derivative contracts reflects a gross positive fair value of ~~£44,881m (2007: £23,571m)~~£27,134m (2008: £44,881m) and a gross negative value of ~~£45,817m (2007: £22,759m)~~£26,227m (2008: £45,817m).


Movement in fair value of commodity derivative positions
	2008 £m		2007 £m		2009 £m		2008 £m
Fair value of contracts outstanding at the beginning of the period	812		1,561		(936	)	812
Contracts realised or otherwise settled during the period	241		(764	)	1,521		241
Fair value of new contracts entered into during the period	(1,245	)	243		(181	)	(1,245	)
Other changes in fair values	(744	)	(228	)	503		(744	)
Fair value of contracts outstanding at the end of the period	(936	)	812		907		(936	)


Maturity analysis of commodity derivative fair value
	2008 £m		2007 £m		2009 £m		2008 £m
Not more than one year	(2,022	)	(279	)	(75	)	(2,022	)
Over one year but not more than five years	999		773		620		999
Over five years	87		318		362		87
Total	(936	)	812		907		(936	)


~~110~~				99

LOGO

Risk management

Capital risk management

Capital risk is the risk that the Group has insufficient capital resources to:

–

~~Barclays~~Meet minimum regulatory requirements in the UK and in other jurisdictions such as the United States and South Africa where regulated activities are undertaken. The Group’s authority to operate as a bank is dependent upon the maintenance of adequate capital resources.

~~Annual Report 2008~~

–

Support its credit rating. A weaker credit rating would increase the Group’s cost of funds.

–

Support its growth and strategic options.

Organisation and structure

Barclays operates a centralised capital management model, considering both regulatory and economic capital. The Group’s capital management objectives are to:

–

maintain sufficient capital resources to meet the minimum regulatory capital requirements set by the FSA and the US Federal Reserve Bank’s requirements that a financial holding company be ‘well capitalised’;

–

maintain sufficient capital resources to support the Group’s risk appetite and economic capital requirements;

–

support the Group’s credit rating;

–

ensure locally regulated subsidiaries can meet their minimum capital requirements; and

–

allocate capital to support the Group’s strategic objectives including optimising returns on economic and regulatory capital.

Treasury Committee manages compliance with the Group’s capital management objectives. The Committee reviews actual and forecast capital demand and resources on a monthly basis. The processes in place for delivering the Group’s capital management objectives are:

–

establishment of internal targets for capital demand and ratios;

–

managing capital ratio sensitivity to foreign exchange movement;

–

ensuring local entity regulatory capital adequacy;

–

allocating capital in the Group’s strategic medium-term plan; and

–

economic Capital management.

In addition to the processes above, the Group Risk Oversight Committee and the Board Risk Committee annually review and set risk appetite (see page 242) and analyse the impacts of stress scenarios on the Group capital forecast (see page 65) in order to understand and manage the Group’s projected capital adequacy.

Internal targets

To support its capital management objectives, the Group sets internal targets for its key capital ratios. Internal targets are reviewed regularly by Treasury Committee to take account of:

–

changes in forecast demand for capital caused by accessing new business opportunities, including mergers and acquisitions;

–

flexibility in debt capital issuance and securitisation plans;

–

the possible impact of stress scenarios including:

–

changes in forecast demand for capital from unanticipated drawdown of committed facilities or as a result of deterioration in the credit quality of the Group’s assets;

–

changes in forecast profits and other capital resources; and

–

changes to capital resources and forecast demand due to foreign exchange rate movements.

Managing capital ratio sensitivity to foreign exchange rate movements

The Group has capital resources and risk weighted assets denominated in foreign currencies. Changes in foreign exchange rates result in changes in the sterling equivalent value of foreign currency denominated capital resources and risk weighted assets. As a result, the Group’s regulatory capital ratios are sensitive to foreign currency movements.

The Group’s capital ratio hedge strategy is to minimise the volatility of the capital ratios caused by foreign exchange rate movements. To achieve this, the Group aims to maintain the ratio of foreign currency Core Tier 1, Tier 1 and Total Capital resources to foreign currency RWAs the same as the Group’s capital ratios.

The Group’s foreign currency capital resources include investments in subsidiaries and branches, intangible assets, non-controlling interest, deductions from capital and debt capital instruments.

The Group’s investments in foreign currency subsidiaries and branches create Core Tier 1 capital resources denominated in foreign currencies. Changes in the sterling value of the investments due to foreign currency movements are captured in the currency translation reserve, resulting in a movement in Core Tier 1 capital.

To create foreign currency Tier 1 and Total Capital resources additional to the Core Tier 1 capital resources, the Group issues, where possible, debt capital in non-sterling currencies. This is primarily achieved by the issuance of debt capital from Barclays Bank PLC, but can also be achieved by subsidiaries issuing capital in local currencies.

In some circumstances, investments in foreign currency subsidiaries and branches are hedged. In these circumstances, foreign currency capital resources are not created. Hedging decisions take into account the impact on capital ratios, the strategic nature of the investment, the cost of hedging, the availability of a suitable foreign exchange market and prevailing foreign exchange rates. Depending on the value of foreign currency net investments, it is not always possible to maintain the ratio of Core Tier 1 capital to RWAs consistent with the Group’s Core Tier 1 ratio in all currencies, leaving some capital ratio sensitivity to foreign currency movements.

The investment of proceeds from the issuance of equity accounted foreign currency preference shares also contributes to foreign currency capital resources. If a preference share issuance is redeemed, the cumulative movement from the date of issuance in the currency translation reserve will be offset by an equal and opposite movement in reserves reflecting the revaluation of the preference shares to prevailing foreign exchange rates. Issuance of a replacement Tier 1 instrument in the same currency will maintain the hedge of the Tier 1 ratio.

Local entity regulatory capital adequacy

The Group manages its capital resources to ensure that those Group entities that are subject to local capital adequacy regulation in individual jurisdictions meet their minimum capital requirements. Local management manages compliance with entities minimum regulatory capital requirements by reporting to local Asset and Liability Committees with oversight by The Treasury Committee, as required.

Injections of capital resources into Group entities are centrally controlled by The Treasury Committee, under authorities delegated from the Group Executive Committee. The Group’s policy is for surplus capital held in Group entities to be repatriated to Barclays Bank PLC in the form of dividends and/or capital repatriation, subject to local regulatory requirements, exchange controls and tax implications.

Other than as indicated above, the Group is not aware of any material impediments to the prompt transfer of capital resources or repayment of intra-group liabilities when due.


100

Risk management

Capital risk management

continued

Allocating capital in the Group’s strategic medium-term plan

Capital adequacy and returns on regulatory and economic capital form a key part of the Group’s annual strategic medium-term planning process. Amongst other strategic objectives, the Group seeks to optimise returns on economic and regulatory capital through the planning process. To achieve this, executive management consider returns on risk weighted assets and economic capital when setting limits for business capital demand. Executive management will also review the forecast capital ratios to ensure internal targets continue to be met over the medium-term plan.

The Treasury Committee reviews the limits on capital demand on a monthly basis taking into account actual performance.

Economic capital

Economic capital is an internal measure of the minimum equity and preference capital required for the Group to maintain its credit rating based upon its risk profile.

Barclays assesses capital requirements by measuring the Group’s risk profile using both internally and externally developed models. The Group assigns economic capital primarily within the following risk categories: credit risk, market risk, operational risk, private equity and pension risk.

The Group regularly reviews its economic capital methodology and benchmarks outputs to external reference points. The framework uses default probabilities during average credit conditions, rather than those prevailing at the balance sheet date, thus seeking to remove cyclicality from the economic capital calculation. The economic capital framework takes into consideration time horizon, correlation of risks and risk concentrations.

Economic capital is allocated on a consistent basis across all of Barclays businesses and risk activities. A single cost of equity is applied to calculate the cost of risk.

The total average economic capital required by the Group is compared with the supply of economic capital to evaluate economic capital utilisation. The supply of economic capital is based on the available shareholders’ equity adjusted for certain items (e.g. retirement benefit liability, cash flow hedging reserve) and including preference shares.

Economic capital forms the basis of the Group’s submission for the Basel II Internal Capital Adequacy Assessment Process (ICAAP).

Economic Capital Demand^a

UK Retail Banking economic capital allocation decreased £200m to £3,750m (2008: £3,950m) mainly reflecting a revised measurement of economic capital for business risk. In addition, small reductions were seen in the economic capital allocation for overdrafts and local businesses that were offset by growth in mortgages and consumer lending.

Barclays Commercial Bank economic capital allocation decreased £50m to £3,450m (2008: £3,500m) driven primarily by a reduction in exposure offset by an increase in non-performing loans due to economic conditions.

Barclaycard economic capital allocation increased £650m to £3,350m (2008: £2,700m), reflecting asset growth and appreciation of US Dollar against Sterling in 2008 and modest asset growth in 2009.

GRCB – Western Europe economic capital allocation increased £600m to £2,500m (2008: £1,900m), due to deteriorating wholesale credit conditions, acquisition activity, additional fixed assets as a result of branch expansion and exchange rate movements.

GRCB – Emerging Markets economic capital allocation increased £100m to £1,200m (2008: £1,100m). This reflects asset growth in 2008 versus a relatively slower contraction in 2009.

GRCB – Absa economic capital allocation increased £100m to £1,200m (2008: £1,100m), driven primarily by exchange rate movements offset by a reduction in exposure.

Barclays Capital average economic capital allocation increased £2,500m to £10,750m (2008: £8,250m). This primarily reflects deterioration in credit quality that resulted in growth in the economic capital allocation towards the end of 2008 and a further modest increase in 2009.

Barclays Global Investors investment economic capital allocation of £1,000m (2008: £400m) includes BGI assets up to disposal on 1st December 2009, and BGI related exposures post-disposal, mainly the BlackRock, Inc equity investment.

Barclays Wealth economic capital allocation increased £50m to £550m (2008: £500m), reflecting growth in loans and advances and increased measure of economic capital for other risk types.


Average economic capital
	Average year ended 31.12.09 £m	Average year ended 31.12.08 £m
UK Retail Banking	3,750	3,950
Barclays Commercial Bank	3,450	3,500
Barclaycard	3,350	2,700
GRCB – Western Europe	2,500	1,900
GRCB – Emerging Markets	1,200	1,100
GRCB – Absa	1,200	1,100
Barclays Capital	10,750	8,250
Barclays Global Investors	1,000	400
Barclays Wealth	550	500
Head Office Functions and Other Operations	100	50
Economic capital requirement
(excluding goodwill)	27,850	23,450
Average historic goodwill and intangible assets^b	11,000	9,450
Total economic capital requirement^c	38,850	32,900

Notes

a	Calculated using an adjusted average over the year and rounded to the nearest £50m for presentation purposes. Economic capital demand excludes the economic capital calculated for pension risk.

b	Average goodwill relates to purchased goodwill and intangible assets from business acquisitions.

c	Total period end economic capital requirement as at 31st December 2009 stood at £40,750m (31st December 2008: £39,200m).


				101

LOGO


	2009 £m		2008 £m
The average supply of capital to support the economic capital framework^a
Shareholders’ equity excluding non-controlling interests less goodwill^b	28,000		17,650
Retirement benefits liability	800		1,050
Cash flow hedging reserve	(300	)	100
Available for sale reserve	600		400
Cumulative gains on own credit	(1,150	)	(1,250	)
Preference shares	5,850		5,500
Available funds for economic capital excluding goodwill	33,800		23,450
Average historic goodwill and intangible assets^b	11,000		9,450
Available funds for economic capital including goodwill^c	44,800		32,900

LOGO

Notes

a	Averages for the period will not correspond to period-end balances disclosed on the balance sheet. Numbers are rounded to the nearest £50m for presentational purposes only.

b	Average goodwill relates to purchased goodwill and intangible assets from business acquisitions.

c	Available funds for economic capital as at 31st December 2009 stood at £40,650m (2008:£39,200m).

d	Average EC charts exclude the EC calculated for pension risk (average pension risk for 2009 is £2,500m compared with £650m in 2008).

e	Includes Transition Businesses and capital for central function risks.

f	Includes credit risk loans.

g	Includes investments in associates, private equity risk, insurance risk, residual value and business risk. Also includes BGI related exposures post-disposal, mainly the BlackRock equity.


102

Risk management

Liquidity risk management

~~Organisation and structure~~

Liquidity risk is the risk that the Group is unable to meet its obligations when they fall due as a result of ~~customer deposits being withdrawn,~~a sudden, and potentially protracted, increase in net cash ~~requirements from contractual commitments, or other cash outflows, such as debt maturities.~~outflows. Such outflows would deplete available cash resources for client lending, trading activities, investments and ~~investments.~~deposits. In extreme circumstances lack of liquidity could result in reductions in balance sheet and sales of assets, or potentially an inability to fulfil lending commitments. The risk that it will be unable to do so is inherent in all banking operations and can be affected by a range of institution-specific and market-wide ~~events including, but not limited to, credit events, merger~~events.

Organisation and ~~acquisition activity, systemic shocks and natural disasters.~~structure

Barclays Treasury operates a centralised governance and control process that covers all of the Group’s liquidity risk management activities. Businesses assist Barclays Treasury in policy formation and limit setting by providing relevant and expert input for their local markets and customers.

Execution of the Group’s liquidity risk management strategy is carried out at country level within agreed policies, controls and limits, with the Country Treasurer providing reports directly to Barclays Treasury to evidence conformance with the agreed risk profile. Liquidity risk is a standing agenda item at Country and Cluster Asset and Liability Committees and on a consolidated basis is reported to the Group’s Treasury Committee.

The objective of the Group’s liquidity risk management strategy is to ensure that the funding profile of individual businesses and the Group as a whole is appropriate to underlying market conditions and the profile of our business in each given country. Liquidity risk limits and controls are flexed to achieve that profile and are based on regular qualitative and quantitative assessments of conditions ~~and abilities~~ under both normal and stressed conditions. Businesses are only allowed to have funding exposure to wholesale markets where they can demonstrate that their market is sufficiently deep and liquid and then only relative to the size and complexity of their business.

Liquidity limits reflect both local regulatory requirements as well as the behavioural characteristics of their balance sheets. Breaches of limits are reported to Treasury Committee together with details of the requirements to return to compliance.

Liquidity risk framework

Barclays has a comprehensive Liquidity Risk Management Framework (the Liquidity Framework) for managing the Group’s liquidity risk. The objective of the Liquidity Framework is for the Group to have sufficient liquidity to continue to operate for at least the minimum period specified by the FSA in the event that the wholesale funding markets are neither open to Barclays nor to the market as a whole. Many of the stress tests currently applied under the Liquidity Framework will also be applied under the FSA’s new regime, although the precise calibration may differ in Barclays final Individual Liquidity Guidance to be set by the FSA. The Framework considers a range of possible wholesale and retail factors leading to loss of financing including:

–

maturing of wholesale liabilities;

–

loss of secured financing and widened haircuts on remaining book;

–

retail and commercial outflows from savings and deposit accounts;

–

drawdown of loans and commitments;

–

potential impact of a two-notch ratings downgrade; and

–

withdrawal of initial margin amounts by counterparties.

These stressed scenarios are used to assess the appropriate level for the Group’s liquidity pool, which comprises unencumbered assets and cash. Barclays regularly uses these assets to access secured funding markets, thereby testing the liquidity assumptions underlying pool composition. The Group does not presume the availability of central bank facilities to monetise the liquidity pool in any of the stress scenarios under the Liquidity Framework.

Liquidity Pool

The Group liquidity pool as at 31st December 2009 was £127bn gross (31st December 2008: £43bn) and comprised cash and unencumbered assets.

The cost of maintaining the liquidity pool is a function of the source of funding for the buffer and the reinvestment spread. The cost of funding the liquidity pool is estimated to have been approximately £650m for 2009.


Composition of the Group liquidity pool
	Cash and deposits with central banks £bn	Government guaranteed bonds £bn	Government and supranational bonds £bn	Other available liquidity £bn	Total £bn
As at 31st December 2009^a	81	3	31	12	127
As at 31st December 2008^a	30	–	2	11	43


				103

LOGO

Term Financing

Raising term funding is important in meeting the risk appetite of the Barclays Liquidity Framework. Barclays has continued to increase the term of issued liabilities during 2009 by issuing:

–

~~Barclays~~£15bn equivalent of public senior term funding;

~~Annual Report 2008~~

–

£1.8bn equivalent of public covered bonds; and

–

~~111~~

£21bn equivalent of structured notes.

~~Risk management~~

~~Liquidity risk management~~

~~Key elements~~

~~Liquidity management within the~~The Group has ~~several components.~~£4bn of publicly issued debt and £11bn of structured notes maturing in 2010.

Intraday liquidity

The need to monitor, manage and control intraday liquidity in real time is recognised by the Group as a critical process: any failure to meet specific intraday commitments would have significant consequences, such as a visible market disruption.

The Group policy is that each operation must ensure that it has access to sufficient intraday liquidity to meet any obligations it may have to clearing and settlement systems. Major currency payment flows and payment system collateral are monitored and managed in real time to ensure that at all times there is sufficient collateral to make payments. In practice, the Group maintains a significant buffer of surplus intraday liquidity to ensure that payments are made on a timely basis. The Group actively engages in payment system development to help ensure that new payment systems are robust.

Day to day funding

Day to day funding is managed through limits on wholesale borrowings, secured borrowings and funding mismatches. These ensure that on any day and over any period there is a limited amount of refinancing ~~required.~~requirement. These requirements include replenishment of funds as they mature or are borrowed by customers. The Retail and Commercial Bank together with Wealth maintain no reliance on wholesale funding. The Group maintains an active presence in global money markets through Barclays Capital and monitors and manages the wholesale money market capacity for the Group’s name to enable that to happen.

In addition to cash flow management, Treasury also monitors term mismatches between assets and liabilities, as well as the level and type of undrawn lending commitments, the usage of overdraft facilities and the impact of contingent liabilities such as standby letters of credit and guarantees.

~~Liquid assets~~

The Group maintains a portfolio of highly marketable assets including UK, US and Euro-area government bonds that can be sold or funded on a secured basis as protection against any unforeseen interruption to cash flow. The Group accesses secured funding markets in these assets on a regular basis. The Group does not rely on committed funding lines for protection against unforeseen interruptions to cash flow.

Diversification of liquidity sources

Sources of liquidity are regularly reviewed to maintain a wide diversification by currency, geography, provider, product and term. In addition, to avoid reliance on a particular group of customers or market sectors, the distribution of sources and the maturity profile of deposits are also carefully managed. Important factors in assuring liquidity are ~~strength of relationships~~competitive rates and the maintenance of depositors’ confidence. Such confidence is based on a number of factors including the Group’s reputation and relationship with those clients, the strength of earnings and the Group’s financial position.

~~Structural liquidity~~Funding Structure

Global Retail and Commercial Banking, Barclays Wealth and Head Office Functions are structured to be self-funded through customer deposits and Barclays equity and other long-term capital. The Barclays Capital and Absa businesses are funded through the wholesale secured and unsecured funding markets.

The ratio of customer loans to customer deposits and long-term funding has improved to 81% at 31st December 2009, from 93% at 31st December 2008.

Global Retail and Commercial Banking, Barclays Wealth and Head Office Functions

An important source of structural liquidity is provided by our core retail deposits in the UK, Europe and ~~Africa,~~Africa; mainly current accounts and savings accounts. Although contractually current accounts are repayable on demand and savings accounts at short notice, the Group’s broad base of customers ~~– numerically~~–numerically and by depositor type – helps to protect against unexpected fluctuations. Such accounts form a stable funding base for the Group’s operations and liquidity needs.

~~The~~


Wholesale depositor split by counterparty type – Barclays Capital
	Banks %	Corporates %	Governments %	Other central banks %	Other financial institutions %	Total %
As at 31st December 2009	36	15	2	16	31	100
As at 31st December 2008	32	15	11	9	33	100


Wholesale depositor split by geography – Barclays Capital
	US %	UK %	Other EU %	Japan %	Africa %	Rest of World %	Total %
As at 31st December 2009	9	25	23	3	16	24	100
As at 31st December 2008	13	22	16	9	17	23	100


GRCB, Barclays Wealth and Head Office^a Behavioural maturity profile of assets and liabilities	Cash inflow/(outflow)
	Funding surplus £bn	Not more than 1 year £bn		Over 1 year but not more than 2 years £bn	Over 2 years but not more than 3 years £bn	Over 3 years but not more than 4 years £bn	Over 4 years but not more than 5 years £bn	Over 5 years £bn
As at 31st December 2009	94.5	(10.2	)	17.8	21.2	7.8	1.8	(132.9	)

Note

a	Prior year figures have not been provided as these measures have not previously been reported on a comparable basis.


104

Risk management

Liquidity risk management

continued

Group policy is to ~~fund~~ensure that the ~~balance sheet~~assets of the ~~Retail~~retail, wealth and ~~Commercial Bank~~corporate bank, together with ~~Wealth and~~ Head ~~office~~Office functions, on a global basis, ~~with~~do not exceed customer deposits and ~~capital without recourse to the~~subordinated funding so that these businesses place no reliance on wholesale markets. ~~This provides protection from the liquidity risk of wholesale market funding.~~ The exception to this policy is Absa, which has a large portion of wholesale funding due to the ~~structural nature~~structure of the South African financial sector.

~~Scenario analysis and stress testing~~

~~Stress testing is undertaken~~In order to assess ~~and plan for the impact of various scenarios which may put the Group’s liquidity at risk.~~

Treasury develops and monitors a range of stress tests on the Group’s projected cash flows. These stress scenarios include Barclays-specific scenarios such as an unexpected rating downgrade and operational problems, and external scenarios such as Emerging Market crises, payment system disruption and macro-economic shocks. The output informs both the liquidity mismatch limits and the Group’s contingency funding plan.

This is maintained by Treasury and is aligned with the Group and country business resumption plans to encompass decision-making authorities, internal and external communication and, in the event of a systems failure, the restoration of liquidity management and payment systems.

~~112~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Liquidity risk management~~

~~Key elements~~

The ability to raise funds is in part dependent on maintaining the Bank’s credit rating. The funding impact of a credit downgrade is closely tracked. Whilst the impact of a single downgrade may affect the price at which funding is available, the effect on liquidity is not considered material in Group terms.

~~For further details see contractual obligations and commercial commitments of the Group on page 19.~~

~~Year end assessment of liquidity~~

Barclays maintained a strong liquidity profile in 2008, sufficient to absorb the impact of a stressed funding environment. The Group has access to a substantial pool of liquidity both in secured markets and from unsecured depositors including numerous foreign governments and central banks. In addition, our limited reliance on securitisations as a source of funding has meant that the uncertainty in securitisation markets has not impacted our liquidity risk, ~~profile.~~

~~Whilst funding markets were extremely difficult in~~ the latter half of 2008, and particularly since September 2008, Barclays was able to increase available liquidity, extend the term of unsecured liabilities, and reduce reliance on unsecured funding. Barclays has participated in various government and central bank liquidity facilities, both to aid central banks implementation of monetary policy and support central bank initiatives, where participation has enabled the lengthening of the term of our refinancing. These facilities have improved access to term funding, and helped moderate money market rates.

~~For the Group, loans and advances to customers and banks are more than covered by the combination of customer deposits and longer term debt at 112% at 31st December 2008 (2007: 125%).~~

~~Global Retail and Commercial Banking~~

~~Throughout 2008 Global Retail~~excluding Absa, resulting from this behavioural modelling is set out above. This shows that there is a funding surplus of £94.5bn, and ~~Commercial Banking continued~~that there are expected outflows of £10.2bn within one year from asset repayments being less than liability attrition. For subsequent years the expected repayments on assets are larger than the roll off of liabilities resulting in cash inflows. Maturities of net liabilities are, therefore, behaviourally expected to ~~grow the amount of deposits despite competitive pressures (table 2).~~occur after five years.

Barclays Capital

Barclays Capital manages its liquidity to be ~~self-funding~~primarily funded through wholesale sources, managing access to liquidity to ensure that potential cash outflows in a stressed environment are covered.

~~Funding reliability~~73% of the inventory is ~~maintained by accessing~~funded on a ~~wide variety~~secured basis (31st December 2008: 50%). Additionally, much of ~~investors and geographies and by building and maintaining strong relationships with these providers of liquidity.~~

~~Unsecured funding~~

~~Additionally, unsecured~~the short-term funding is ~~managed within specific term limits. The term of unsecured liabilities has been extended, with average life improving by four months from eight months at~~invested in highly liquid assets and central bank cash and therefore contributes towards the ~~end of December 2007 to 12 months at the end of December 2008.~~

Our capital markets debt issuance includes issues of senior and subordinated debt in US registered offerings and medium term note programmes and European medium term note programs. Substantially all of our unsecured senior issuance is without covenants that trigger increased cost or accelerate maturity. Furthermore, between September and December 2008 we issued £11bn in government guaranteed debt, £9bn in maturities of one to three years and £2bn in under one-year maturities.

~~Secured funding~~Group liquidity pool.

Unsecured wholesale funding for the Group (excluding Absa) is managed by Barclays Capital within specific term limits. Excluding short-term deposits that are included within the Group’s liquidity pool, the term of unsecured liabilities has been extended, with average life improving from at least 14 months^aat 31st December 2008 to at least 26 months at 31st December 2009.

The extension of the term of the wholesale financing has meant that, as at 31st December 2009, 81% of net wholesale funding had remaining maturity of greater than one year and, as at the same date, there was no net wholesale unsecured re-financing required within six months.

Regulatory Changes in ~~repurchase and stock loan transactions are fundable within central bank facilities (excluding Bank of England Emergency facilities~~2009

The FSA issued its policy document on ‘strengthening liquidity standards’ on 5th October detailing the requirements for liquidity governance to be in place by 1st December 2009, and the ~~Federal Reserve Primary Dealer Credit Facility).~~quantitative requirements for liquidity buffers, which will be in place from 1st June 2010, although with an extended transition period of several years to meet the expected standards.

~~Liquidity~~This is the most comprehensive liquidity regime imposed by any regulator globally, requiring increased quantitative reporting from June 2010 and additional evidential reporting to demonstrate adherence to new qualitative requirements. In addition, the Basel Committee on Banking Supervision released a consultative document ‘International framework for liquidity risk measurement, standards and monitoring’ in December 2009. This included two new key liquidity metrics. A liquidity coverage ratio aimed at ensuring banks have sufficient unencumbered high quality assets to ~~secured~~meet cash outflows in an acute short-term stress and a Net Stable Funding Ratio to promote longer-term structural funding ~~is also mitigated by:~~of the Bank’s balance sheet and capital market activities.


Secured funding by asset class	Government	Agency	MBS	ABS	Corporate	Equity	Other
Secured funding by asset class	%	%	%	%	%	%	%
As at 31st December 2009	59	7	7	6	10	8	3
As at 31st December 2008	49	9	11	9	15	4	3


Contractual maturity of unsecured liabilities^b (Net of assets available from the Group Liquidity pool)		Not more than 1 month	Not more than 2 months	Not more than 3 months	Not more than 6 months	Not more than 1 year	Over 1 year
		%	%	%	%	%	%
As at 31st December 2009		–	–	–	–	19	81

Notes

–a

~~selecting reliable counterparties~~

The 31st December 2008 average unsecured liability term has been restated to at least 14 months to reflect refinements in the underlying calculation.

–b

~~maintaining term financing and by limiting the amount of overnight funding~~

–

~~limiting overall secured funding usage~~

~~Readily available liquidity~~

Substantial resources are maintained to offset maturing deposits and debt. These readily available assets are sufficient to absorb stress level losses of liquidity from unsecured as well as contingent cash outflows, such as collateral requirementsPrior years’ figures have not been provided as these measures have not previously been reported on ~~ratings downgrades. The sources of liquidity and contingent liquidity are from a wide variety of sources, including deposits held with central banks and unencumbered securities.~~

~~In addition, the Group maintains significant pools of securitisable assets.~~

Table 1: Expected Net Cash Inflows/(Outflows) on a Behavioural Basis

      Up to 1 yr
£bn    1-3yrs
£bn    3-5yrs
£bn    Over 5 yrs
£bn
As at 31.12.08
   20    34    14    (95 )

~~Note~~

a	~~MBS includes only agency mortgages. ABS includes private label issuance of residential mortgage backed securities.~~

Table 2: Global Retail and Commercial Banking Deposit Balances
As at
31.12.08
£bn    As at
30.06.08
£bn    As at
31.12.07
£bn    As at
30.06.07
£bn    As at
31.12.06
£bn
Total customer deposits
235    218    211    200    190

~~Barclays~~

~~Annual Report 2008~~

~~113~~ comparable basis.

~~Risk management~~

~~Capital risk management~~

~~Organisation and structure~~

~~Barclays operates a centralised capital management model, considering both regulatory and economic capital.~~

~~The Group’s capital management objectives are to:~~

–

Maintain sufficient capital resources to meet the minimum regulatory capital requirements set by the FSA and the US Federal Reserve Bank’s requirements that a financial holding company be well capitalised.

–

~~Maintain sufficient capital resources to support the Group’s risk appetite and economic capital requirements.~~

–

~~Support the Group’s credit rating.~~

–

~~Ensure locally regulated subsidiaries can meet their minimum capital requirements.~~

–

~~Allocate capital to businesses to support the Group’s strategic objectives, including optimising returns on economic and regulatory capital.~~

–

~~Establishment of internal targets for capital demand and ratios~~

–

~~Managing capital ratio sensitivity to foreign exchange rate movements~~

–

~~Ensuring local entity regulatory capital adequacy~~

–

~~Allocating capital to the Group’s strategic medium-term plan~~

–

~~Economic capital management~~

In addition to the processes above, the Risk Oversight Committee and the Board Risk Committee annually review and set risk appetite (see page 65) and analyse the impacts of stress scenarios (see page 66) in order to understand and manage the Group’s projected capital adequacy.

~~114~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Capital risk management~~

~~Key elements~~

~~Internal targets~~

~~To support its capital management objectives, the Group sets internal targets for its key capital ratios. Internal targets are reviewed regularly by Treasury Committee to take account of:~~

–

~~Changes in forecast demand for capital caused by accessing new business opportunities, including mergers and acquisitions~~

105

–

~~Flexibility in debt capital issuance and securitisation plans~~

–

~~The possible impact of stress scenarios including:~~

–

~~Changes in forecast demand for capital from unanticipated drawdown of committed facilities or as a result of deterioration in the credit quality of the Group’s assets~~

–

~~Changes in forecast profits and other capital resources~~

–

~~Changes to capital resources and forecast demand due to foreign exchange rate movements.~~

~~Managing capital ratio sensitivity to foreign exchange rate movements~~

The Group has capital resources (capturing investments in subsidiaries and branches, intangible assets, minority interests and debt capital) and risk weighted assets denominated in non-Sterling currencies. Changes in foreign exchange rates result in changes in the Sterling equivalent value of non-Sterling denominated capital resources and risk weighted assets. As a result, the Group’s regulatory capital ratios are sensitive to foreign exchange rate movements.

The Group’s hedge strategy is to minimise the volatility of all capital ratios whilst taking into account the impact on hedging of non-Sterling net investments, the cost of hedging, the availability of a suitable foreign exchange market and prevailing foreign exchange rates.

To minimise volatility in the equity ratio, the Group aims over time to maintain the ratio of foreign currency equity capital resources to RWAs the same as the Group’s equity ratio. To create equity capital resources denominated in non-Sterling currencies, the Group leaves some investments in core non-Sterling subsidiaries and branches unhedged. The resultant change in the Sterling value of the investments is captured in the currency translation reserve, resulting in an equity capital movement.

~~Depending on the value of non-Sterling net investments, it may not always be possible to maintain the ratio, leaving some capital ratio sensitivity to foreign exchange movements.~~

The proceeds from equity accounted foreign currency preference shares are also used in the equity ratio hedge. If a preference share is redeemed, the cumulative movement in the currency translation reserve will be offset by an equal and opposite movement in other reserves reflecting the revaluation of the preference shares to prevailing foreign exchange rates.

The exposure of the Tier 1 and total capital ratios to foreign exchange rate movements is managed by issuing, where possible, debt capital in non-Sterling currencies such that the ratio of Tier 1 and total capital resources to risk weighted assets is the same as the Group’s Tier 1 and total capital ratios. This is primarily achieved by the issuance of debt capital from Barclays Bank PLC in major currencies, but can also be achieved by subsidiaries issuing capital in local currencies.

~~Local entity regulatory capital adequacy~~

~~capital requirements by reporting to local Asset and Liability Committees with oversight by Treasury Committee, as required.~~

Injections of capital resources into Group entities are centrally controlled by Treasury Committee, under authorities delegated from the Group Executive Committee. The Group’s policy is for surplus capital held in Group entities to be repatriated to Barclays Bank PLC in the form of dividends and/or capital repatriation, subject to local regulatory requirements, exchange controls and tax implications.

~~Other than as indicated above, the Group is not aware of any material impediments to the prompt transfer of capital resources or repayment of intra-group liabilities when due.~~

~~Allocating capital in the Group’s strategic medium-term plan~~

~~Treasury Committee reviews the limits on capital demand on a monthly basis taking into account actual performance.~~

~~Economic capital management~~

~~Economic capital is an internal measure of the minimum equity and preference capital required for the Group to maintain its credit rating based upon its risk profile.~~

Barclays assesses economic capital requirements by measuring the Group risk profile using both internally and externally developed models. The Group assigns economic capital primarily within the following risks: Credit Risk, Market Risk, Operational Risk, Fixed Assets, Private Equity and Pension Risk. Group Risk owns the methodology and policy for economic capital while the businesses are primarily responsible for the calculation.

The Group regularly enhances its economic capital methodology and benchmarks outputs to external reference points. The framework reflects default probabilities during average credit conditions, rather than those prevailing at the balance sheet date, thus removing some of the cyclicality from the economic capital calculation. Economic capital for wholesale credit risk includes counterparty credit risk arising as a result of credit risk on traded market exposures. The framework also adjusts economic capital to reflect time horizon, correlation of risks and risk concentrations.

Economic capital is allocated on a consistent basis across all of Barclays businesses and risk activities. A single cost of equity is applied to calculate the cost of risk. Economic capital allocations reflect varying levels of risk.

The total average economic capital required by the Group, as determined by risk assessment models and after considering the Group’s estimated portfolio effects, is compared with the average supply of capital resources to evaluate economic capital utilisation.

~~The Group’s economic capital calculations form the basis of its Internal Capital Adequacy Assessment Process (‘ICAAP’) submission to the FSA under Pillar 2 of Basel II.~~

~~Capital Allocation~~

~~In 2008, UK Retail Banking economic capital allocation increased £550m to £3,950m (2007: £3,400m), reflecting mortgage asset growth and movements in benchmark house price indices.~~

~~Barclays~~

~~Annual Report 2008~~

~~115~~

~~Risk management~~

~~Capital risk management~~ LOGO

~~Barclays Commercial Bank economic capital allocation increased £300m to £3,500m (2007: £3,200m), primarily as a consequence of asset growth with some mitigation from portfolio management activity.~~

~~Barclaycard economic capital allocation increased £650m to £2,700m (2007: £2,050m), driven by acquisitions, the redemption of securitisation deals and exposure growth, predominantly in the US.~~

~~GRCB – Western Europe economic capital allocation increased £650m to £1,900m (2007: £1,250m), primarily reflecting the weakening of Sterling and underlying lending growth.~~

GRCB – Emerging Markets economic capital allocation increased £650m to £1,100m (2007: £450m), reflecting broad-based retail and wholesale asset growth across the business, especially in India, UAE and the new markets of Russia and Pakistan.

~~GRCB – Absa economic capital allocation increased £200m to £1,100m (2007: £900m), reflecting balance sheet growth.~~

Barclays Capital economic capital allocation increased £3,050m to £8,250m (2007: £5,200m). This was driven by growth in the investment portfolio, deterioration in credit quality, exposure to drawn leveraged finance underwriting positions and an increase in market volatility.

Barclays Global Investors economic capital allocation increased £200m to £400m (2007: £200m). This was primarily driven by an increase in the support for selected cash funds and some increase in proprietary investments.

Barclays Wealth economic capital allocation in 2008 remained unchanged at £500m, despite strong growth on the balance sheet. This was due to the impact of greater geographical diversification and increased levels of collateralisation.

   2008
£m
2007
£m

The average supply of capital to support the economic capital framework^a
Shareholders’ equity excluding minority interests less goodwill^b    17,650 14,150
Retirement benefits liability    1,050 1,150
Cash flow hedging reserve    100 250
Available for sale reserve    400 (150 )
Gains on own credit    (1,250 ) (100 )
Preference shares    5,500 3,700
Available funds for economic capital excluding goodwill    23,450 19,000
Average historic goodwill and intangible assets^b    9,450 8,400
Available funds for economic capital including goodwill^c    32,900 27,400

~~Notes~~

a	~~Averages for the period will not correspond to period-end balances disclosed in the balance sheet. Numbers are rounded to the nearest £50m for presentational purposes only.~~

b	~~Average goodwill relates to purchased goodwill and intangible assets from business acquisitions.~~

c	~~Available funds for economic capital as at 31st December 2008 stood at £40,150m (2007:£29,200m).~~

d	~~Average EC charts exclude the EC calculated for pension risk (average pension risk for 2008 is £650m compared with £500m in 2007).~~

e	~~Includes Transition Businesses and capital for central function risks.~~

f	~~Includes credit risk loans.~~

g	~~Includes investments in associates, private equity risk, insurance risk and residual value.~~

~~116~~

~~Barclays~~

~~Annual Report 2008~~

Risk management

Operational risk management

~~Organisation and structure~~

Operational risk is the risk of direct or indirect losses resulting from human factors, external events, and inadequate or failed internal processes and systems. Operational risks are inherent in the Group’s operations and are typical of any large enterprise. Major sources of operational risk include: operational process reliability, IT security, outsourcing of operations, dependence on key suppliers, implementation of strategic change, integration of acquisitions, fraud, human error, customer service quality, regulatory compliance, recruitment, training and retention of staff, and social and environmental impacts. Barclays is committed to the advanced measurement and management of operational risks. In particular, it has implemented improved management and measurement approaches for operational risk to strengthen control, improve customer service and minimise operating losses. Barclays was granted a Waiver to operate an Advanced Measurement Approach (AMA) under Basel II, which commenced in January 2008.

The Group’s operational risk management framework aims to:

–

Understand and report the operational risks being taken by the Group.

–

Capture and report operational errors made.

–

Understand and minimise the frequency and impact, on a cost benefit basis, of operational risk events.

–

Manage residual exposures using insurance.

Organisation and structure

Barclays works ~~closely with peer banks~~ to benchmark our internal ~~operational~~operation risk practices with peer banks and to drive the development of advanced operational risk techniques across the industry. It is not cost effective to attempt to eliminate all operational risks and in any event it would not be possible to do so. Events of small significance are expected to occur and are accepted as ~~inevitable;~~part of the normal course of business; events of material significance are rare and the Group seeks to reduce the risk from these in ~~a framework consistent~~accordance with its agreed Risk Appetite.

Barclays has a Group Operational Risk Framework, which is consistent with and part of the Group Internal Control and Assurance Framework. Minimum control requirements have been established for all key areas of identified risk by ‘Principal Risk’ owners (see page ~~65)~~54). The risk categories relevant to operational risks are Financial Crime, Financial Reporting, Taxation, Legal, Operations, People, Regulatory and Technology. In addition, the following risk categories are used for business risk: Brand Management, Corporate Responsibility, Strategic and Major Change. Responsibility for implementing and overseeing these policies is positioned with Group Principal Risk Owners. The prime

responsibility for the management of operational risk and the compliance with control requirements rests with the business and functional units where the risk arises. Front line risk managers are widely distributed throughout the Group in business units. They service and support these areas, assisting line managers in managing these risks.

Business Risk Directors in each business are responsible for overseeing the implementation of and compliance with Group policies. Governance and Control Committees in each business monitor control effectiveness. The Group Governance and Control Committee receives reports from the committees in the businesses and considers Group-significant control issues and their remediation. In the Group Centre, each Principal Risk is owned by a senior individual who liaises with Principal Risk owners within the businesses. In addition, the Operational Risk Director oversees the range of operational risks across the Group in accordance with the Group Operational Risk Framework. Business units are required to report on both a regular and an event-driven basis. The reports include a profile of the material risks to their business objectives, control issues of Group-level significance, and operational risk events. Specific reports are prepared on a regular basis for the Group Risk Oversight Committee, the Board Risk Committee and the Board Audit Committee. The Internal Audit function provides further assurance for operational risk control across the organisation and reports to the Board and senior management.

~~Barclays~~

~~Annual Report 2008~~

~~117~~

~~Risk management~~

~~Operational risk management~~

Measurement and capital modelling

Barclays applies a consistent approach to the identification and assessment of key risks and controls across all business units. Managers in the businesses use self-assessment techniques to identify risks, evaluate control effectiveness and monitor performance. Business management determines whether particular risks are effectively managed within business Risk Appetite and otherwise takes remedial action. The risk assessment process is consistent with the principles in the integrated framework published by the Committee of Sponsoring Organisations of the Treadway Commission (COSO).

A standard process is used Group-wide for the recognition, capture, assessment, analysis and reporting of risk events. This process is used to help identify where process and control requirements are needed to reduce the recurrence of risk events. Risk events are ~~loaded onto~~captured in a central database and reported monthly to the Group Operational Risk Executive Committee.

Barclays also uses a database of external public risk events and is a member of the Operational Risk Data Exchange (ORX), an association of international banks that share anonymised loss data information to assist in risk identification, assessment and modelling.


106

Risk management

Operational risk management

continued

By combining internal data, including internal loss experience, risk and control assessments, key indicators and audit findings, with external loss data and expert management judgement, Barclays is able to generate Key Risk Scenarios (KRSs), which identify the most significant operational risks across the Group. The KRSs are validated at business unit and at Group level to ensure that they appropriately reflect the level of operational risk. These are the main input to our capital model. Distributions of the potential frequency and severity of operational risk losses are calculated and aggregated to provide a distribution of potential losses over a year for Barclays as a whole. The aggregation process takes into account potential correlations between risk events. The regulatory capital requirement is determined to a soundness standard of 99.9% confidence. Operational risk capital is allocated, on a risk sensitive basis, to business units, ~~in the form of economic capital charges,~~ providing an incentive to manage these risks within appetite levels.


~~118~~				~~Barclays~~ ~~Annual Report 2008~~

~~Risk management~~

~~Operational risk management~~

Operational risk events

A high proportion of Barclays operational risk events have a low financial cost associated with them and a very small proportion of operational risk events have a material impact. In ~~2008, 73%~~2009, 73.3% of reported operational ~~loss events~~losses had a value of £50,000 or less ~~(2007: 79%~~(2008: 72.8%) but accounted for 8%3.4% of the overall impact ~~(2007: 15%~~(2008: 7.8%). In contrast, 2%4% of the operational risk events had a value of £1m or greater ~~(2007:~~(2008: 2%) but accounted for ~~66%~~87% of the overall impact ~~(2007: 50%~~(2008: 66%).

~~Analysis of~~The Group monitors trends in operational losses by size, business unit and internal risk categories (including Principal Risk). For comparative purposes, the analysis below presents Barclays operational risk events ~~in 2008~~ by Basel II ~~category, as shown in figure 1, highlights that~~category. In 2009, the highest frequency of events occurred in ~~External Fraud (46%) and~~ Execution, Delivery and Process Management ~~(42%~~(45.3%) and External Fraud (35.8%). These two areas also accounted for the majority of losses by value, ~~(figure 2),~~ with Execution, Delivery and Process Management ~~accounting for 81%~~comprising 50.5% of total operational risk losses and External Fraud ~~accounting for 10%~~making up a further 38.1%. ~~Compared with 2007 we~~The growth in impact of external fraud year on year was caused by stressed market conditions which have ~~seen~~brought to light fraudulent activity by a ~~reduction in External Fraud and an increase in Execution, Delivery and Process Management events, driven mainly by market volatility.~~

Barclays has been granted a waiver by the FSA to apply an Advanced Measurement Approach (AMA) for Group-wide consolidated and solus regulatory capital reporting. Barclays has applied the AMA Group-wide. Areas where roll-outnumber of AMA is still continuing and where the Standardised approach is currently applied are Barclays Bank Mozambique, National Bank of Commerce (Tanzania) and the US Airways card portfolio purchased from Bank of America. Areas where roll-out of AMA is ongoing and where the Basic Indicator approach is applied are Banco Comercial Angolano, Woolworths Financial Services in South Africa, Barclays Bank PLC Pakistan, Barclays Investment and Loans India Limited, Barclays Bank LLC Russia and the Cash Equity, Municipal Bonds and M&A business acquired from Lehman Brothers. In certain joint ventures and associates, Barclays may not be able to apply the Advanced Operational Risk Framework.

~~Barclays does not currently offset the expected loss or mitigating effect of insurances against its regulatory capital requirement. However, Barclays has applied to the FSA to offset expected loss.~~clients.

~~Barclays~~

~~Annual Report 2008~~

~~119~~

~~Risk management~~

~~Financial crime risk management~~

~~Anti-money laundering and sanctions risk~~

Financial crime risk is a category of operational risk. It arises from the risk that the Group might fail to comply with financial crime legislation and industry laws on anti-money laundering or might suffer losses as a result of internal or external fraud, or might fail to ensure the security of personnel, physical premises and the Group’s assets.

Barclays adopts an integrated approach to financial crime risk management. In line with the five-step risk management model, Group Financial Crime Management (GFCM) has the responsibility to direct, assess, control, report and manage/challenge financial crime risks, which are structured into three strands: anti-money laundering (AML) and sanctions; fraud; and security.

Each business unit within Barclays develops its own capability to tackle financial crime, providing regular reporting on performance, incidents and the latest trends impacting business. This integrated model allows us to:

–

~~Develop a clear profile of financial crime risk across the Group~~

–

~~Share intelligence, adopt common standards and respond promptly to emerging issues~~

–

~~Drive forward law enforcement and other government initiatives~~

–

~~Benchmark ourselves against other financial institutions facing similar challenges~~

LOGO

~~Anti-money laundering and sanctions risk~~

The Group assesses the implications of all emerging legal and regulatory requirements that impact it and establishes and operates an AML Risk control framework and associated policies and minimum standards in respect of AML, terrorist financing, sanctions and bribery and corruption.

The Group operates an AML oversight programme to ensure a system of effective controls comply with the overarching policies, providing technical guidance and support to each business unit. This is monitored via conformance testing both at the business units and the Group level. In 2008, Barclays Internal Audit completed a combined global audit of Know Your Customer, AML and Sanctions procedures.

GFCM collates and oversees the preparation of Group-wide management information on AML and sanctions. This information includes risk indicators, such as volumes of suspicious activity reports (SARs) and is supplemented by trend analysis, which highlights high-risk or emerging issues so that prompt action can be taken to address them.

Three committees (the AML Steering Committee, the Sanctions Cross-Cluster Operational Review Board and the Policy Review Forum), review business performance, share intelligence, develop and agree controls, and discuss emerging themes and the implementation status of policies and procedures.

All businesses contribute towards the Group Money Laundering Reporting Officers Annual Report, which is provided to Group senior executive management and is available to the FSA. Together with regular management information and conformance testing, this report updates senior management with evidence that the Group’s money laundering and terrorist financing risks are being appropriately, proportionally and effectively managed.

~~During 2008, the Group augmented its sanctions capability by issuing a revised Sanctions Policy. This enhances certain areas of control such as screening.~~

Barclays continues to upgrade its sanctions screening capabilities, in line with best international practice and changing regulatory requirements and has invested substantial resources to further enhance its monitoring capabilities in this area and will continue to do so.

Representatives of the Group attend industry fora such as the Wolfsberg Group, the British Bankers Association’s Money Laundering Policy Group (MLPG) and the Money Laundering Advisory Panel (MLAP), to ensure that Barclays is influential in discussing and interpreting new legislation.

~~In 2008, the Group continued to follow developments in the Single European Payments Area (SEPA), with a view to developing its payments systems accordingly.~~ LOGO

~~120~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Financial crime risk management~~

~~Fraud risk and security risk~~

~~Fraud risk~~

The Group establishes and operates a fraud risk framework which measures overall fraud risk exposure and controls. Together with the Group-wide policies and reporting, this structure directs how fraud is managed.

~~GFCM is responsible for delivering the overall Group Fraud Strategy by providing oversight to Group and business units in the management of fraud risk.~~

~~The Group Fraud Strategy is designed to:~~

–

~~Contain existing risks through effective measurement, monitoring and robust anti-fraud systems, in line with the expansion of the bank~~

107

–

~~Identify emerging threats in order that effective fraud controls are embedded across the Group along with increased capability to manage risk~~

–

~~Identify and manage fraud incidents, ensuring regulatory and legal conformance, appropriate escalation and resolution of control issues to prevent further loss~~

–

~~Share fraud trends, intelligence and knowledge across the Group and between government bodies, law enforcement agencies, financial institutions and other key stakeholders~~

GFCM assesses fraud risk across existing and emerging products, channels, and jurisdictions. It has embedded a robust fraud reporting framework which tracks current exposure to identify risk and ensure adequate risk management capability and controls.

The Group’s business units identify their appetite for fraud loss which informs and determines the overall fraud plan. Objectives are set around these plans and performance is monitored through reporting and oversight via appropriate Governance Committees at both business unit and Group level.

Barclays undertakes regular benchmarking performance reviews with relevant peer groups and maintains a conduit to ensure a two-way exchange of information and intelligence at government, trade and industry levels.

The Barclays Group Fraud Risk profile is tracked regularly through the review and challenge of the net losses and key risk metrics; these are then viewed against the overall Fraud Risk Profile (at the Fraud Risk Oversight Committee).

Aggregated fraud data is reported monthly to senior management. The performance of the business in combating fraud losses is measured against plan in line with the Principal Risk Policy. Key Risk Indicators are embedded in order that overall exposure can be established. As a result of this process, fraud can be measured and appropriate action taken to minimise or track significant issues. LOGO

Barclays overall reported fraud losses increased in 2008 in line with industry trends. Whilst industry and proprietary initiatives (online and Chip/PIN) have continued to pay dividends and reduce exposure in some areas, fraud increased in other areas and in geographies that do not have Chip and PIN technology.

~~In 2008, the Group implemented a new global fraud application system aimed at preventing first-party fraud.~~

~~Compromised customer details continue to be a significant threat globally. GFCM continues to work closely with industry and other associated bodies to:~~

–

~~Protect any customer whose details may be compromised~~

–

~~Develop a standard approach for dealing with accounts that may be impacted by any data compromise or security breach~~

–

~~Reassure customers and provide points of contact for help and guidance.~~

~~Security risk~~

~~GFCM manages security risk. Its fundamental objective is to allow Barclays to operate in a safe and secure manner in all existing and potential future markets.~~

In pursuit of this objective, the security risk team gathers and shares current threat assessments across business areas, using intelligence from security and government agencies and in-country teams. It ensures that suitable policies and control systems are in place to protect Group business and high-risk personnel.

Barclays has developed and continues to improve a robust Group-wide people-screening process to protect the Group from those people who want to harm the organisation, by either joining as staff members or becoming involved with its operations.

~~Security risk is regularly reported by the businesses and reviewed via the Security Risk Management Committee, whose objectives are to:~~

–

~~Consider the latest management information and security threat assessments~~

–

~~Drive forward mitigating action to protect the Group from potential threats~~

–

~~Provide guidance to the design and effectiveness of the overall Barclays Security Risk framework~~

–

~~Ensure all security risk workstreams have been effectively integrated and implemented~~

–

~~Monitor corporate security profiles against the agreed plan, tracking issues in order that remedial action can be taken~~

~~Barclays~~

~~Annual Report 2008~~

~~121~~

Risk management

Statistical information

Statistical and other risk information

This section of the report contains supplementary information that is more detailed or contains longer histories than the data presented in the discussion. For commentary on this information, please refer to the preceding text (pages 6766 to ~~105)~~93).

Credit risk management

Table 1: Risk Tendency by business
      2008
£m    2007
£m
UK Retail Banking    520    470
Barclays Commercial Bank    400    305
Barclaycard    1,475    955
GRCB – Western Europe    270    135
GRCB – Emerging Markets    350    140
GRCB – Absa    255    190
Barclays Capital    415    140
Barclays Wealth    20    10
Head office functions and other operations^a    5    10
Risk Tendency by business    3,710    2,355


Table 1: Maturity analysis of loans and advances to banks
At 31st December 2009	On demand £m	Not more than three months £m	Over three months but not more than six months £m	Over six months but not more than one year £m	Over one year but not more than three years £m	Over three years but not more than five years £m	Over five years but not more than ten years £m	Over ten years £m	Total £m
United Kingdom	403	3,234	64	625	405	–	–	398	5,129
Other European Union	1,262	10,803	44	394	184	8	2	–	12,697
United States	1,257	10,926	77	619	157	–	38	63	13,137
Africa	565	465	221	98	974	6	41	18	2,388
Rest of the World	1,275	5,111	88	98	708	530	17	18	7,845
	4,762	30,539	494	1,834	2,428	544	98	497	41,196

At 31st December 2008
United Kingdom	127	6,474	193	163	232	–	–	343	7,532
Other European Union	1,210	10,458	54	415	407	50	5	1	12,600
United States	1,310	11,215	7	676	324	–	–	84	13,616
Africa	584	595	51	1	51	861	8	38	2,189
Rest of the World	1,652	6,957	201	666	884	943	39	479	11,821
Loans and advances to banks	4,883	35,699	506	1,921	1,898	1,854	52	945	47,758

Table 2: Loans and advances
      2008
£m    2007
£m
Retail businesses
Customers
   201,588    162,081
Total retail businesses    201,588    162,081
Wholesale businesses
Banks
   47,758    40,123
Customers
   266,750    187,086
Total wholesale businesses    314,508    227,209
Loans and advances    516,096    389,290

~~Note~~
Table 2: Interest rate sensitivity of loans and advances
      2009    2008
At 31st December
Fixed
rate
£m

Variable
rate
£m

Total
£m

Fixed
rate
£m

Variable
rate
£m

Total
£m
Banks
   15,898    25,298    41,196    12,101    35,657    47,758
Customers
   94,470    336,489    430,959    98,404    369,934    468,338

a	~~Head office functions and other operations comprises discontinued business in transition.~~

~~122~~ 108

~~Barclays~~

~~Annual Report 2008~~

Risk management

Statistical information

Table 3: Maturity analysis of loans and advances to banks
At 31st December 2008    On demand
£m    Not more
than three
months
£m    Over three
months
but not
more than
six months
£m
Over six
months but
not more
than one
year
£m

Over one
year
but not
more than
three years
£m

Over three
years
but not
more than
five years
£m
   Over five
years
but not
more than
ten years
£m    Over
ten years
£m    Total
£m
United Kingdom    127    6,474    193    163    232    –    –    343    7,532
Other European Union    1,210    10,458    54    415    407    50    5    1    12,600
United States    1,310    11,215    7    676    324    –    –    84    13,616
Africa    584    595    51    1    51    861    8    38    2,189
Rest of the World    1,652    6,957    201    666    884    943    39    479    11,821
   4,883    35,699    506    1,921    1,898    1,854    52    945    47,758

At 31st December 2007

On demand
£m

Not more
than three
months
£m

Over three
months
but not
more than
six months
£m

Over six
months but
not more
than one
year
£m

Over one
year
but not
more than
three years
£m

Over three
years
but not
more than
five years
£m

Over five
years
but not
more than
ten years
£m

Over
ten years
£m

Total
£m
United Kingdom    796    4,069    56    92    114    20    1    370    5,518
Other European Union    2,977    7,745    74    88    95    116    7    –    11,102
United States    321    5,736    95    1,255    343    98    5,498    97    13,443
Africa    283    1,260    131    114    196    439    158    –    2,581
Rest of the World    1,505    3,336    90    1,640    512    362    15    19    7,479
Loans and advances to banks    5,882    22,146    446    3,189    1,260    1,035    5,679    486    40,123

Table 4: Interest rate sensitivity of loans and advances
      2008    2007
At 31st December
Fixed
rate
£m

Variable
rate
£m

Total
£m

Fixed
rate
£m

Variable
rate
£m

Total
£m
Banks    12,101    35,657    47,758    16,447    23,676    40,123
Customers    98,404    369,934    468,338    77,861    271,306    349,167

Table 5: Loans and advances to customers by industry
At 31st December
2008
£m
   2007
7£m
2006
£m

2005
£m

2004^a
£m
Financial services    114,069    71,160    45,954    43,102    25,132
Agriculture, forestry and fishing    3,281    3,319    3,997    3,785    2,345
Manufacturing    26,374    16,974    15,451    13,779    9,044
Construction    8,239    5,423    4,056    5,020    3,278
Property    22,155    17,018    16,528    16,325    8,992
Government    5,301    2,036    2,426    1,718    –
Energy and water    14,101    8,632    6,810    6,891    3,709
Wholesale and retail, distribution and leisure    20,208    18,216    15,490    17,760    11,099
Transport    8,612    6,258    5,586    5,960    3,742
Postal and communication    7,268    5,404    2,180    1,313    834
Business and other services    37,373    30,363    26,999    22,529    23,223
Home loans^b    135,384    106,751    92,477    85,206    79,164
Other personal    53,087    46,423    37,535    39,866    29,293
Finance lease receivables    12,886    11,190    10,142    9,088    6,938
Loans and advances to customers excluding reverse repurchase agreements    468,338    349,167    285,631    272,342    206,793
Reverse repurchase agreements    n/a    n/a    n/a    n/a    58,304
Loans and advances to customers    468,338    349,167    285,631    272,342    265,097

~~Notes~~continued

a	~~Does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~

b	~~Excludes commercial property mortgages.~~

~~Barclays~~

~~Annual Report 2008~~

~~123~~


Table 6: Loans and advances to customers in the UK
At 31st December	2008 £m	2007 £m	2006 £m	2005 £m	2004^a £m
Table 3: Loans and advances to customers by industry At 31st December
						2009 £m	2008 £m	2007 £m	2006 £m	2005 £m
Financial services	26,091	21,131	14,011	11,958	8,774	95,839	114,069	71,160	45,954	43,102
Agriculture, forestry and fishing	2,245	2,220	2,307	2,409	1,963	4,321	3,281	3,319	3,997	3,785
Manufacturing	11,340	9,388	9,047	8,469	5,684	18,855	26,374	16,974	15,451	13,779
Construction	4,278	3,542	2,761	3,090	2,285	6,303	8,239	5,423	4,056	5,020
Property	12,091	10,203	10,010	10,547	7,912	23,468	22,155	17,018	16,528	16,325
Government	20	201	6	6	–	4,801	5,301	2,036	2,426	1,718
Energy and water	3,040	2,203	2,360	2,701	802	10,735	14,101	8,632	6,810	6,891
Wholesale and re tail distribution and leisure	14,421	13,800	12,951	12,747	9,356
Wholesale and retail, distribution and leisure						19,746	20,208	18,216	15,490	17,760
Transport	3,467	3,185	2,745	2,797	1,822	7,284	8,612	6,258	5,586	5,960
Postal and communication	1,491	1,416	899	455	440	3,427	7,268	5,404	2,180	1,313
Business and other services	19,589	20,485	19,260	15,397	13,439	30,277	37,373	30,363	26,999	22,529
Home loans^b	82,544	69,874	62,621	57,382	61,348
Home loans						149,738	140,166	106,751	92,477	85,206
Other personal	31,490	28,691	27,617	30,598	26,872	44,971	48,305	46,423	37,535	39,866
Finance lease receivables	3,911	4,008	3,923	5,203	5,551	11,194	12,886	11,190	10,142	9,088
Loans and advances to customers in the UK	216,018	190,347	170,518	163,759	146,248
Loans and advances to customers						430,959	468,338	349,167	285,631	272,342


Table 4: Loans and advances to customers in the UK At 31st December
	2009 £m	2008 £m	2007 £m	2006 £m	2005 £m
Financial services	21,975	26,091	21,131	14,011	11,958
Agriculture, forestry and fishing	2,192	2,245	2,220	2,307	2,409
Manufacturing	8,549	11,340	9,388	9,047	8,469
Construction	3,544	4,278	3,542	2,761	3,090
Property	13,514	12,091	10,203	10,010	10,547
Government	496	20	201	6	6
Energy and water	2,447	3,040	2,203	2,360	2,701
Wholesale and retail distribution and leisure	12,792	14,421	13,800	12,951	12,747
Transport	2,784	3,467	3,185	2,745	2,797
Postal and communication	1,098	1,491	1,416	899	455
Business and other services	16,577	19,589	20,485	19,260	15,397
Home loans	90,903	85,672	69,874	62,621	57,382
Other personal	27,687	28,362	28,691	27,617	30,598
Finance lease receivables	3,021	3,911	4,008	3,923	5,203
Loans and advances to customers in the UK	207,579	216,018	190,347	170,518	163,759

Loans and advances included in the above table for the ~~years 2004 to 2007~~year 2008 have been reanalysed between ~~wholesale and retail distribution and leisure,~~ Home loans and Other personal to reflect changes in classification of assets.

The industry classifications in Tables ~~7-9~~3-7 have been prepared at the level of the borrowing entity. This means that a loan to the subsidiary of a major corporation is classified by the industry in which the subsidiary operates, even though the ~~parent’s~~Parent’s predominant business may be in a different industry.

Table 7: Loans and advances to customers in other European Union countries
At 31st December    2008
£m    2007
£m    2006
£m    2005
£m    2004^a
£m
Financial services    14,218    7,585    5,629    3,982    2,419
Agriculture, forestry and fishing    216    141    786    155    280
Manufacturing    8,700    4,175    3,147    2,254    2,021
Construction    1,786    1,159    639    803    716
Property    4,814    2,510    2,162    3,299    344
Government    1,089    –    6    –    –
Energy and water    5,313    2,425    2,050    1,490    940
Wholesale and retail distribution and leisure    2,653    1,719    776    952    810
Transport    2,603    1,933    1,465    1,695    640
Postal and communication    962    662    580    432    111
Business and other services    5,490    3,801    2,343    3,594    3,795
Home loans^b    33,644    21,405    18,202    16,114    11,828
Other personal    7,247    6,615    4,086    2,283    1,369
Finance lease receivables    3,328    2,403    1,559    1,870    937
Loans and advances to customers in other European Union countries    92,063    56,533    43,430    38,923    26,210

~~See note under Table 6.~~

~~Notes~~

a	~~Does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005. The 2004 analysis excludes reverse repurchase agreements.~~

b	~~Excludes commercial property mortgages.~~

~~124~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Statistical information~~

Table 8: Loans and advances to customers in the United States
At 31st December    2008
£m    2007
£m    2006
£m    2005
£m    2004^a
£m
Financial services    56,006    29,342    17,516    16,229    9,942
Agriculture, forestry and fishing    –    2    2    1    –
Manufacturing    2,171    818    519    937    388
Construction    21    18    13    32    139
Property    549    568    1,714    329    394
Government    336    221    153    300    –
Energy and water    3,085    1,279    1,078    1,261    891
Wholesale and retail distribution and leisure    1,165    846    403    794    466
Transport    415    137    128    148    186
Postal and communication    3,343    2,446    36    236    63
Business and other services    2,279    1,053    1,432    885    1,565
Home loans^b    17    10    349    2    5,768
Other personal    7,702    3,256    2,022    1,443    845
Finance lease receivables    298    304    312    328    335
Loans and advances to customers in the United States    77,387    40,300    25,677    22,925    20,982

~~See note under Table 6.~~

Table 9: Loans and advances to customers in Africa
At 31st December    2008
£m    2007
£m    2006
£m    2005
£m    2004^a
£m
Financial services
   1,956    3,472    2,821    4,350    186
Agriculture, forestry and fishing
   817    956    889    1,193    102
Manufacturing
   1,082    1,351    1,747    1,501    313
Construction
   2,053    637    591    1,068    76
Property
   3,485    2,433    1,987    1,673    87
Government
   1,741    967    785    625    –
Energy and water
   118    356    156    193    184
Wholesale and re tail distribution and leisure
   1,012    1,326    1,050    2,774    165
Transport
   739    116    354    394    137
Postal and communication
   293    231    241    27    52
Business and other services
   4,699    1,285    2,631    1,258    1,012
Home loans^b
   19,018    15,393    11,223    11,630    214
Other personal
   3,087    6,287    2,976    4,955    190
Finance lease receivables
   5,130    4,357    4,240    1,580    41
Loans and advances to customers in Africa
   45,230    39,167    31,691    33,221    2,759

~~See note under Table 6.~~

Table 10: Loans and advances to customers in the Rest of the World
At 31st December    2008
£m    2007
£m    2006
£m    2005
£m    2004^a
£m
Loans and advances    37,421    22,702    14,207    13,407    10,520
Finance lease receivables    219    118    108    107    74
Loans and advances to customers in the Rest of the World    37,640    22,820    14,315    13,514    10,594

~~Notes~~

a	~~Does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005. The 2004 analysis excludes reverse re purchase agreements.~~109

b	~~Excludes commercial property mortgages.~~

LOGO


Table 5: Loans and advances to customers in other European Union countries At 31st December
	2009 £m	2008 £m	2007 £m	2006 £m	2005 £m
Financial services	14,475	14,218	7,585	5,629	3,982
Agriculture, forestry and fishing	187	216	141	786	155
Manufacturing	5,754	8,700	4,175	3,147	2,254
Construction	1,610	1,786	1,159	639	803
Property	4,224	4,814	2,510	2,162	3,299
Government	575	1,089	–	6	–
Energy and water	3,882	5,313	2,425	2,050	1,490
Wholesale and retail distribution and leisure	2,428	2,653	1,719	776	952
Transport	1,905	2,603	1,933	1,465	1,695
Postal and communication	649	962	662	580	432
Business and other services	4,878	5,490	3,801	2,343	3,594
Home loans	35,752	34,451	21,405	18,202	16,114
Other personal	7,403	6,440	6,615	4,086	2,283
Finance lease receivables	2,636	3,328	2,403	1,559	1,870
Loans and advances to customers in other European Union countries	86,358	92,063	56,533	43,430	38,923


Table 6: Loans and advances to customers in the United States At 31st December
	2009 £m	2008 £m	2007 £m	2006 £m	2005 £m
Financial services	46,132	56,006	29,342	17,516	16,229
Agriculture, forestry and fishing	1	–	2	2	1
Manufacturing	797	2,171	818	519	937
Construction	7	21	18	13	32
Property	428	549	568	1,714	329
Government	303	336	221	153	300
Energy and water	2,336	3,085	1,279	1,078	1,261
Wholesale and retail distribution and leisure	720	1,165	846	403	794
Transport	383	415	137	128	148
Postal and communication	355	3,343	2,446	36	236
Business and other services	1,721	2,279	1,053	1,432	885
Home loans	19	28	10	349	2
Other personal	7,410	7,691	3,256	2,022	1,443
Finance lease receivables	318	298	304	312	328
Loans and advances to customers in the United States	60,930	77,387	40,300	25,677	22,925


Table 7: Loans and advances to customers in Africa At 31st December
	2009 £m	2008 £m	2007 £m	2006 £m	2005 £m
Financial services	3,600	1,956	3,472	2,821	4,350
Agriculture, forestry and fishing	1,936	817	956	889	1,193
Manufacturing	1,419	1,082	1,351	1,747	1,501
Construction	903	2,053	637	591	1,068
Property	4,154	3,485	2,433	1,987	1,673
Government	1,449	1,741	967	785	625
Energy and water	158	118	356	156	193
Wholesale and retail distribution and leisure	1,789	1,012	1,326	1,050	2,774
Transport	368	739	116	354	394
Postal and communication	715	293	231	241	27
Business and other services	4,319	4,699	1,285	2,631	1,258
Home loans	22,057	19,036	15,393	11,223	11,630
Other personal	964	3,069	6,287	2,976	4,955
Finance lease receivables	5,018	5,130	4,357	4,240	1,580
Loans and advances to customers in Africa	48,849	45,230	39,167	31,691	33,221

110

~~Barclays~~

~~Annual Report 2008~~

~~125~~

Risk management

Statistical information

continued

Table 11: Maturity analysis of loans and advances to customers
At 31st December 2008    On demand
£m    Not more
than three
months
£m    Over three
months
but not
more than
six months
£m
Over six
months but
not more than
one year
£m

Over one
year but
not more
than three
years
£m

Over three
years
but not
more than
five years
£m

Over five
years
but not
more than
ten years
£m

Over
ten years
£m

Total
£m
United Kingdom
Corporate lending    24,790    14,715    1,574    3,259    10,585    12,372    10,495    15,876    93,666
Other lending to customers in the
United Kingdom    4,560    6,264    2,495    4,477    16,604    10,541    21,913    55,498    122,352
Total United Kingdom    29,350    20,979    4,069    7,736    27,189    22,913    32,408    71,374    216,018
Other European Union    5,254    17,618    2,707    5,681    11,808    10,272    10,138    28,585    92,063
United States    6,298    39,754    2,737    5,413    8,767    3,447    4,238    6,733    77,387
Africa    8,428    2,247    1,143    1,852    4,560    4,557    5,674    16,769    45,230
Rest of the World    3,832    8,150    2,167    1,545    9,267    4,008    5,666    3,005    37,640
Total    53,162    88,748    12,823    22,227    61,591    45,197    58,124    126,466    468,338

At 31st December 2007    On demand
£m    Not more
than three
months
£m
Over three
months
but not
more than
six months
£m

Over six
months but
not more
than one
year
£m

Over one
year but
not more
than three
years
£m

Over three
years
but not
more than
five years
£m

Over five
years
but not
more than
ten years
£m
   Over
ten years
£m
Total
£m
United Kingdom
Corporate lending    26,557    15,737    2,453    3,834    8,474    8,358    10,718    11,643    87,774
Other lending to customers in the
United Kingdom    4,384    4,717    2,106    3,597    11,517    8,699    19,325    48,228    102,573
Total United Kingdom    30,941    20,454    4,559    7,431    19,991    17,057    30,043    59,871    190,347
Other European Union    4,016    7,665    2,229    3,284    5,842    4,883    8,842    19,772    56,533
United States    3,053    20,205    3,430    5,938    1,904    2,498    2,658    614    40,300
Africa    6,806    4,243    881    1,969    5,568    4,124    2,285    13,291    39,167
Rest of the World    1,085    9,733    1,695    859    2,223    2,586    3,685    954    22,820
Loans and advances to customers    45,901    62,300    12,794    19,481    35,528    31,148    47,513    94,502    349,167

Table 12: Foreign outstandings in currencies other than the local currency
of the borrower for countries where this exceeds 1% of total Group assets
      As %
of
assets    Total
£m    Banks and
other
financial
institutions
£m    Governments
and official
institutions
£m
Commercial
industrial
and other
private
sectors
£m
At 31st December 2008
United States    3.1    63,614    16,724    2    46,888
Cayman Islands    1.2    23,765    271    –    23,494
At 31st December 2007
United States    2.1    26,249    7,151    6    19,092
At 31st December 2006
United States    1.7    16,579    7,307    89    9,183


Table 8: Loans and advances to customers in the Rest of the World At 31st December
	2009 £m	2008 £m	2007 £m	2006 £m	2005 £m
Loans and advances	27,042	37,421	22,702	14,207	13,407
Finance lease receivables	201	219	118	108	107
Loans and advances to customers in the Rest of the World	27,243	37,640	22,820	14,315	13,514


Table 9: Maturity analysis of loans and advances to customers
At 31st December 2009	On demand £m	Not more than three months £m	Over three months but not more than six months £m	Over six months but not more than one year £m	Over one year but not more than three years £m	Over three years but not more than five years £m	Over five years but not more than ten years £m	Over ten years £m	Total £m
United Kingdom
Corporate lending	21,369	14,941	1,568	2,856	13,057	10,071	9,759	14,626	88,247
Other lending to customers in the United Kingdom	5,862	3,802	2,092	3,809	15,201	10,404	23,302	54,860	119,332
Total United Kingdom	27,231	18,743	3,660	6,665	28,258	20,475	33,061	69,486	207,579
Other European Union	4,094	16,113	1,976	3,278	11,088	9,247	10,137	30,425	86,358
United States	4,887	25,296	2,265	3,637	4,876	1,251	11,485	7,233	60,930
Africa	11,248	2,457	1,052	1,322	4,307	3,091	6,162	19,210	48,849
Rest of the World	1,967	6,616	1,189	3,758	4,367	4,485	3,154	1,707	27,243
Total	49,427	69,225	10,142	18,660	52,896	38,549	63,999	128,061	430,959

At 31st December 2008
United Kingdom
Corporate lending	24,790	14,715	1,574	3,259	10,585	12,372	10,495	15,876	93,666
Other lending to customers in the United Kingdom	4,560	6,264	2,495	4,477	16,604	10,541	21,913	55,498	122,352
Total United Kingdom	29,350	20,979	4,069	7,736	27,189	22,913	32,408	71,374	216,018
Other European Union	5,254	17,618	2,707	5,681	11,808	10,272	10,138	28,585	92,063
United States	6,298	39,754	2,737	5,413	8,767	3,447	4,238	6,733	77,387
Africa	8,428	2,247	1,143	1,852	4,560	4,557	5,674	16,769	45,230
Rest of the World	3,832	8,150	2,167	1,545	9,267	4,008	5,666	3,005	37,640
Total	53,162	88,748	12,823	22,227	61,591	45,197	58,124	126,466	468,338


Table 10: Foreign outstandings in currencies other than the local currency of the borrower for countries where this exceeds 1% of total Group assets
At 31st December 2009	As % of assets	Total £m	Banks and other financial institutions £m	Governments and official institutions £m	Commercial industrial and other private sectors £m

United States	1.2	16,907	4,622	–	12,285

At 31st December 2008
United States	3.1	63,614	16,724	2	46,888
Cayman Islands	1.2	23,765	271	–	23,494

At 31st December 2007
United States	2.1	26,249	7,151	6	19,092

At 31st December 2009, 2008 ~~2007~~ and ~~2006,~~2007, there were no countries where Barclays had cross-currency loans to borrowers between 0.75% and 1% of total Group assets.

~~126~~

~~Barclays~~

~~Annual Report 2008~~

111

~~Risk management~~

~~Statistical information~~ LOGO

Table 13: Off-balance sheet and other credit exposures as at 31st December
      2008
£m    2007
£m    2006
£m
Off-balance sheet exposures
Contingent liabilities    66,310    45,774    39,419
Commitments    260,816    192,639    205,504
On-balance sheet exposures
Trading portfolio assets    185,637    193,691    177,867
Financial assets designated at fair value held on own account    54,542    56,629    31,799
Derivative financial instruments    984,802    248,088    138,353
Available for sale financial investments    64,976    43,072    51,703

Table 14: Notional principal amounts of credit derivatives as at 31st December

2008
£m

2007
£m

2006
£m
Credit derivatives held or issued for trading purposes^a    4,129,244    2,472,249    1,224,548

Table 15: Credit risk loans summary
At 31st December    2008
£m    2007
£m    2006
£m    2005
£m    2004^b
£m
Impaired loans^c    12,264    8,574    4,444    4,550    n/a
Non-accruing loans    n/a    n/a    n/a    n/a    2,115
Accruing loans where interest is being suspended with or without provisions    n/a    n/a    n/a    n/a    492
Other accruing loans against which provisions have been made    n/a    n/a    n/a    n/a    943
Subtotal    12,264    8,574    4,444    4,550    3,550
Accruing loans which are contractually overdue 90 days or more as to principal or interest    2,953    794    598    609    550
Impaired and restructured loans    483    273    46    51    15
Credit risk loans    15,700    9,641    5,088    5,210    4,115


Table 11: Off-balance sheet and other credit exposures as at 31st December	2009 £m	2008 £m	2007 £m
Off-balance sheet exposures
Contingent liabilities	52,774	66,310	45,774
Commitments	207,275	260,816	192,639
On-balance sheet exposures
Trading portfolio assets	151,344	185,637	193,691
Financial assets designated at fair value held on own account	41,311	54,542	56,629
Derivative financial instruments	416,815	984,802	248,088
Available for sale financial investments	56,483	64,976	43,072

Table 12: Notional principal amounts of credit derivatives as at 31st December

2009

£m

2008

£m

2007

£m

Credit derivatives held or issued for trading purposes^a

2,016,796

4,129,244

2,472,249


Table 13: Credit risk loans summary At 31st December	2009 £m	2008 £m	2007 £m	2006 £m	2005 £m
Impaired loans	16,240	12,264	8,574	4,444	4,550
Accruing loans which are contractually overdue 90 days or more as to principal or interest	5,317	2,953	794	598	609
Impaired and restructured loans	831	483	273	46	51
Credit risk loans	22,388	15,700	9,641	5,088	5,210


Table 14: Credit risk loans At 31st December	2009 £m	2008 £m	2007 £m	2006 £m	2005 £m
Impaired loans:
United Kingdom	4,519	3,793	3,605	3,340	2,965
Other European Union	4,004	1,713	472	410	345
United States	4,612	4,397	3,703	129	230
Africa	2,170	1,996	757	535	831
Rest of the World	935	365	37	30	179
Total	16,240	12,264	8,574	4,444	4,550
Accruing loans which are contractually overdue 90 days or more as to principal or interest:
United Kingdom	2,312	1,656	676	516	539
Other European Union	951	562	79	58	53
United States	232	433	10	3	–
Africa	1,739	172	29	21	17
Rest of the World	83	130	–	–	–
Total	5,317	2,953	794	598	609
Impaired and restructured loans:
United Kingdom	582	367	179	–	5
Other European Union	41	29	14	10	7
United States	180	82	38	22	16
Africa	22	–	42	14	23
Rest of the World	6	5	–	–	–
Total	831	483	273	46	51
Total credit risk loans:
United Kingdom	7,413	5,816	4,460	3,856	3,509
Other European Union	4,996	2,304	565	478	405
United States	5,024	4,912	3,751	154	246
Africa	3,931	2,168	828	570	871
Rest of the World	1,024	500	37	30	179
Credit risk loans	22,388	15,700	9,641	5,088	5,210

~~Notes~~Note

a	Includes credit derivatives held as economic hedges which are not designated as hedges for accounting purposes.

b	~~2004 does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~

c	~~Includes £4,117m (2007: £3,344m) of ABS CDO Super Senior exposures.~~

~~Barclays~~

~~Annual Report 2008~~

~~127~~

Table 16: Credit risk loans
At 31st December    2008
£m    2007
£m    2006
£m    2005
£m    2004 ^a
£m
Impaired loans:^b

United Kingdom
   3,793    3,605    3,340    2,965    n/a
Other European Union
   1,713    472    410    345    n/a
United States
   4,397    3,703    129    230    n/a
Africa
   1,996    757    535    831    n/a
Rest of the World
   365    37    30    179    n/a
Total
   12,264    8,574    4,444    4,550    n/a
Non-accrual loans:

United Kingdom
   n/a    n/a    n/a    n/a    1,509
Other European Union
   n/a    n/a    n/a    n/a    243
United States
   n/a    n/a    n/a    n/a    258
Africa
   n/a    n/a    n/a    n/a    74
Rest of the World
   n/a    n/a    n/a    n/a    31
Total
   n/a    n/a    n/a    n/a    2,115
Accruing loans where interest is being suspended with or without provisions:

United Kingdom
   n/a    n/a    n/a    n/a    323
Other European Union
   n/a    n/a    n/a    n/a    31
Africa
   n/a    n/a    n/a    n/a    21
Rest of the World
   n/a    n/a    n/a    n/a    117
Total
   n/a    n/a    n/a    n/a    492
Other accruing loans against which provisions have been made:

United Kingdom
   n/a    n/a    n/a    n/a    865
Other European Union
   n/a    n/a    n/a    n/a    27
United States
   n/a    n/a    n/a    n/a    26
Africa
   n/a    n/a    n/a    n/a    21
Rest of the World
   n/a    n/a    n/a    n/a    4
Total
   n/a    n/a    n/a    n/a    943
Accruing loans which are contractually overdue 90 days or more as to principal or interest:

United Kingdom
   1,656    676    516    539    513
Other European Union
   562    79    58    53    34
United States
   433    10    3    –    1
Africa
   172    29    21    17    1
Rest of the World
   130    –    –    –    1
Total
   2,953    794    598    609    550
Impaired and restructured loans:

United Kingdom
   367    179    –    5    2
Other European Union
   29    14    10    7    –
United States
   82    38    22    16    13
Africa
   –    42    14    23    –
Rest of the World
   5    –    –    –    –
Total
   483    273    46    51    15
Total credit risk loans:

United Kingdom
   5,816    4,460    3,856    3,509    3,212
Other European Union
   2,304    565    478    405    335
United States
   4,912    3,751    154    246    298
Africa
   2,168    828    570    871    117
Rest of the World
   500    37    30    179    153
Credit risk loans
   15,700    9,641    5,088    5,210    4,115

~~Notes~~

a	~~Does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~

b	~~Includes £4,117m (2007: £3,344m) of ABS CDO Super Senior Exposures.~~

~~128~~ 112

~~Barclays~~

~~Annual Report 2008~~

Risk management

Statistical information

continued

Table 17: Potential problem loans
At 31st December    2008
£m    2007
£m    2006
£m    2005
£m    2004^a
£m
United Kingdom
   883    419    465    640    658
Other European Union
   963    59    32    26    32
United States
   431    964    21    12    27
Africa
   140    355    240    248    67
Rest of the World
   39    —    3    3    14
Potential problem loans^b
   2,456    1,797    761    929    798

Table 18: Interest foregone on credit risk loans
      2008
£m    2007
£m    2006
£m
Interest in come that would have been recognised under the original contractual terms

United Kingdom
   244    340    357
Rest of the World
   235    91    70
Total
   479    431    427


Table 15: Potential problem loans
At 31st December	2009 £m	2008 £m	2007 £m	2006 £m	2005 £m
United Kingdom	858	883	419	465	640
Other European Union	790	963	59	32	26
United States	553	431	964	21	12
Africa	488	140	355	240	248
Rest of the World	679	39	–	3	3
Potential problem loans	3,368	2,456	1,797	761	929


Table 16: Interest foregone on credit risk loans
	2009 £m	2008 £m	2007 £m
Interest income that would have been recognised under the original contractual terms
United Kingdom	392	244	340
Rest of the World	736	235	91
Total	1,128	479	431

Interest income of approximately £413m (2008: £195m, ~~(2007: £48m, 2006: £72m)~~2007: £48m) from such loans was included in profit, of which £137m (2008: £72m, ~~(2007: £26m, 2006: £49m)~~2007: £26m) related to domestic lending and the remainder related to foreign lending.

In addition, a further ~~£159m (2007: £113m, 2006: £98m)~~£185m (2008: £135m, 2007: £113m) was recognised arising from impaired loans. Following impairment, interest income is recognised using the original effective rate of interest which was used to discount the expected future cash flows for the purpose of measuring the impairment loss. ~~£54m (2007: £93m, 2006: £88m)~~£52m (2008: £42m, 2007: £93m) of this related to domestic impaired loans and the remainder related to foreign impaired loans.

Table 19: Analysis of impairment/provision charges
At 31st December    2008
£m    2007
£m    2006
£m 2005
£m 2004^a
£m
Impairment charge/net specific provisions charge

United Kingdom
   1,817    1,593    1,880 1,382 1,021
Other European Union
   587    123    92 75 102
United States
   1,519    374    12 76 57
Africa
   454    214    143 37 27
Rest of the World
   207    2    (53 ) 4 103
Impairment on loans and advances
   4,584    2,306    2,074 1,574 1,310
Impairment on available for sale assets
   382    13    86 4 n/a
Impairment on reverse repurchase agreements
   124    —    — — —
Impairment charge
   5,090    2,319    2,160 1,578 1,310
Total net specific provisions charge
   n/a    n/a    n/a n/a n/a
General provisions (release)/charge
   n/a    n/a    n/a n/a (206 )
Other credit provisions charge/(release)
   329    476    (6 ) (7 ) (11 )
Impairment/provision charges
   5,419    2,795    2,154 1,571 1,093

~~Notes~~


Table 17: Analysis of impairment/provision charges
At 31st December	2009 £m	2008 £m	2007 £m	2006 £m		2005 £m
Impairment charge/net specific provisions charge
United Kingdom	2,744	1,817	1,593	1,880		1,382
Other European Union	1,408	587	123	92		75
United States	1,525	1,519	374	12		76
Africa	814	454	214	143		37
Rest of the World	839	207	2	(53	)	4
Impairment on loans and advances	7,330	4,584	2,306	2,074		1,574
Impairment on available for sale assets	670	382	13	86		4
Impairment on reverse repurchase agreements	43	124	–	–		–
Impairment charge	8,043	5,090	2,319	2,160		1,578
Other credit provisions charge/(release)	28	329	476	(6	)	(7	)
Impairment/provision charges	8,071	5,419	2,795	2,154		1,571

a	~~Does not reflect the application of IA S 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~

b	~~Includes £nil (2007: £951m) of ABS CDO Super Senior and SIV-lites exposures.~~

~~Barclays~~

~~Annual Report 2008~~

~~129~~


Table 18: Impairment/provisions charges ratios (‘Loan loss ratios’)
	2009 %	2008 %	2007 %	2006 %	2005 %
Impairment/provisions charges as a percentage of average loans and advances for the year:
Impairment charge	1.64	1.01	0.64	0.66	0.58
Total	1.64	1.01	0.64	0.66	0.58
Amounts written off (net of recoveries)	0.72	0.61	0.49	0.61	0.50

Table 20: Impairment/provisions charges ratios (‘Loan loss ratios’)
      2008
%    2007
%    2006
%    2005
%    2004^a
%
Impairment/provisions charges as a percentage of average loans and advances for the year:

Specific provisions charge
   n/a    n/a    n/a    n/a    0.40
General provisions charge
   n/a    n/a    n/a    n/a    (0.07 )
Impairment charge
   1.01    0.64    0.66    0.58    n/a
Total
   1.01    0.64    0.66    0.58    0.33
Amounts written off (net of recoveries)
   0.61    0.49    0.61    0.50    0.40

Table 21: Analysis of allowance for impairment/provision for bad and doubtful debts

2008
£m

2007
£m

2006
£m

2005
£m
   2004^a
£m
Impairment allowance/Specific provisions

United Kingdom
   2,947    2,526    2,477    2,266    1,683
Other European Union
   963    344    311    284    149
United States
   1,561    356    100    130    155
Africa
   857    514    417    647    70
Rest of the World
   246    32    30    123    90
Specific provision balances
   n/a    n/a    n/a    n/a    2,147
General provision balances
   n/a    n/a    n/a    n/a    564
Allowance for impairment provision balances
   6,574    3,772    3,335    3,450    2,711
Average loans and advances for the year
   453,413    357,853    313,614    271,421    328,134

Table 22: Allowance for impairment/provision balance ratios
      2008
%    2007
%    2006
%    2005
%    2004^a
%
Allowance for impairment/provision balance at end of year as a percentage of loans and advances at end of year:

Specific provision balances
   n/a    n/a    n/a    n/a    0.62
General provision balances
   n/a    n/a    n/a    n/a    0.16
Impairment balance
   1.27    0.97    1.05    1.14    n/a
Total
   1.27    0.97    1.05    1.14    0.78

~~Note~~

a	~~Does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~

~~130~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Statistical information~~

Table 23: Movements in allowance for impairment/provisions charge for bad and doubtful debts
      2008
£m 2007
£m 2006
£m 2005
£m 2004^a
£m
Allowance for impairment/provision balance at beginning of year
   3,772 3,335 3,450 2,637 2,946
Acquisitions and disposals
   307 (73 ) (23 ) 555 21
Unwind of discount
   (135 ) (113 ) (98 ) (76 ) n/a
Exchange and other adjustments
   791 53 (153 ) 125 (33 )
Amounts written off
   (2,919 ) (1,963 ) (2,174 ) (1,587 ) (1,582 )
Recoveries
   174 227 259 222 255
Impairment/provision charged against profit^b
   4,584 2,306 2,074 1,574 1,104
Allowance for impairment/provision balance at end of year
   6,574 3,772 3,335 3,450 2,711

Table 24: Amounts written off
      2008
£m 2007
£m 2006
£m 2005
£m 2004^a
£m
United Kingdom
   (1,514 ) (1,530 ) (1,746 ) (1,302 ) (1,280 )
Other European Union
   (162 ) (143 ) (74 ) (56 ) (63 )
United States
   (1,044 ) (145 ) (46 ) (143 ) (50 )
Africa
   (187 ) (145 ) (264 ) (81 ) (15 )
Rest of the World
   (12 ) — (44 ) (5 ) (174 )
Amounts written off
   (2,919 ) (1,963 ) (2,174 ) (1,587 ) (1,582 )

Table 25: Recoveries
      2008
£m    2007
£m    2006
£m    2005
£m    2004^a
£m
United Kingdom
   131    154    178    160    217
Other European Union
   4    32    18    13    9
United States
   1    7    22    15    14
Africa
   36    34    33    16    4
Rest of the World
   2    —    8    18    11
Recoveries
   174    227    259    222    255

~~Notes~~

a	~~Does not reflect the application of IA S 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~113

b	~~Does not reflect the impairment of available for sale assets or other credit risk provisions.~~

LOGO


Table 19: Analysis of allowance for impairment/provision for bad and doubtful debts	2009	2008	2007	2006	2005
	£m	£m	£m	£m	£m
Impairment allowance/specific provisions
United Kingdom	4,083	2,947	2,526	2,477	2,266
Other European Union	2,014	963	344	311	284
United States	2,518	1,561	356	100	130
Africa	1,349	857	514	417	647
Rest of the World	832	246	32	30	123
Allowance for impairment provision balances	10,796	6,574	3,772	3,335	3,450
Average loans and advances for the year	447,569	453,413	357,853	313,614	271,421


Table 20: Allowance for impairment/provision balance ratios	2009	2008	2007	2006	2005
Table 20: Allowance for impairment/provision balance ratios	%	%	%	%	%
Allowance for impairment/provision balance at end of year as a percentage of loans and advances at end of year:
Impairment balance	2.29	1.27	0.97	1.05	1.14
Total	2.29	1.27	0.97	1.05	1.14


Table 21: Movements in allowance for impairment/provisions charge for bad and doubtful debts^a	2009		2008		2007		2006		2005
	£m		£m		£m		£m		£m
Allowance for impairment/provision balance at beginning of year	6,574		3,772		3,335		3,450		2,637
Acquisitions and disposals	434		307		(73	)	(23	)	555
Unwind of discount	(185	)	(135	)	(113	)	(98	)	(76	)
Exchange and other adjustments	(127	)	791		53		(153	)	125
Amounts written off	(3,380	)	(2,919	)	(1,963	)	(2,174	)	(1,587	)
Recoveries	150		174		227		259		222
Impairment/provision charged against profit	7,330		4,584		2,306		2,074		1,574
Allowance for impairment/provision balance at end of year	10,796		6,574		3,772		3,335		3,450


Table 22: Amounts written off	2009		2008		2007		2006		2005
Table 22: Amounts written off	£m		£m		£m		£m		£m
United Kingdom	(1,569	)	(1,514	)	(1,530	)	(1,746	)	(1,302	)
Other European Union	(453	)	(162	)	(143	)	(74	)	(56	)
United States	(669	)	(1,044	)	(145	)	(46	)	(143	)
Africa	(438	)	(187	)	(145	)	(264	)	(81	)
Rest of the World	(251	)	(12	)	–		(44	)	(5	)
Amounts written off	(3,380	)	(2,919	)	(1,963	)	(2,174	)	(1,587	)

114

~~Barclays~~

~~Annual Report 2008~~

~~131~~

Risk management

Statistical information

continued

Table 26: Impairment allowances/provision charged against profit
   2008
£m
2007
£m
2006
£m
2005
£m
2004^a
£m

New and in creased impairment allowance/specific provision charge:
United Kingdom    2,160 1,960 2,253 1,763 1,358
Other European Union    659 192 182 113 131
United States    1,529 431 60 105 85
Africa
   526 268 209 109 47
Rest of the World    242 20 18 39 134
   5,116 2,871 2,722 2,129 1,755
Reversals of impairment allowance/specific provision charge:
United Kingdom    (212 ) (213 ) (195 ) (221 ) (120 )
Other European Union    (68 ) (37 ) (72 ) (25 ) (20 )
United States    (9 ) (50 ) (26 ) (14 ) (14 )
Africa    (36 ) (20 ) (33 ) (56 ) (16 )
Rest of the World    (33 ) (18 ) (63 ) (17 ) (20 )
   (358 ) (338 ) (389 ) (333 ) (190 )
Recoveries
   (174 ) (227 ) (259 ) (222 ) (255 )
Net impairment allowance/specific provision charge^b
   4,584 2,306 2,074 1,574 1,310
General provision (release)/charge
   n/a n/a n/a n/a (206 )
Net charge to profit
   4,584 2,306 2,074 1,574 1,104

Table 27: Total impairment/specific provision charges for bad and doubtful debts by industry
      2008
£m    2007
£m    2006
£m 2005
£m 2004^a
£m
United Kingdom:

Financial services
   76    32    64 22 (1 )
Agriculture, forestry and fishing
   4    –    5 9 –
Manufacturing
   118    72    1 120 28
Construction
   15    14    17 14 10
Property
   80    36    15 18 (42 )
Energy and water
   1    1    (7 ) 1 3
Wholesale and retail distribution and leisure
   59    118    88 39 66
Transport
   3    3    19 (27 ) (19 )
Postal and communication
   –    15    15 3 (1 )
Business and other services
   234    81    133 45 64
Home loans
   28    1    4 (7 ) 17
Other personal
   1,178    1,187    1,526 1,142 894
Finance lease receivables
   21    33    – 3 2
   1,817    1,593    1,880 1,382 1,021
Overseas
   2,767    713    194 192 289
Impairment/specific provision charges
   4,584    2,306    2,074 1,574 1,310


Table 23: Recoveries	2009 £m		2008 £m		2007 £m		2006 £m		2005 £m
United Kingdom	48		131		154		178		160
Other European Union	12		4		32		18		13
United States	6		1		7		22		15
Africa	80		36		34		33		16
Rest of the World	4		2		–		8		18
Recoveries	150		174		227		259		222

Table 24: Impairment allowances/provision charged against profit^a	2009 £m		2008 £m		2007 £m		2006 £m		2005 £m
New and increased impairment allowance/specific provision charge:
United Kingdom	3,123		2,160		1,960		2,253		1,763
Other European Union	1,625		659		192		182		113
United States	1,535		1,529		431		60		105
Africa	932		526		268		209		109
Rest of the World	896		242		20		18		39
	8,111		5,116		2,871		2,722		2,129
Reversals of impairment allowance/specific provision charge:
United Kingdom	(331	)	(212	)	(213	)	(195	)	(221	)
Other European Union	(205	)	(68	)	(37	)	(72	)	(25	)
United States	(4	)	(9	)	(50	)	(26	)	(14	)
Africa	(38	)	(36	)	(20	)	(33	)	(56	)
Rest of the World	(53	)	(33	)	(18	)	(63	)	(17	)
	(631	)	(358	)	(338	)	(389	)	(333	)
Recoveries	(150	)	(174	)	(227	)	(259	)	(222	)
Net charge to profit	7,330		4,584		2,306		2,074		1,574

Table 25: Total impairment/specific provision charges for bad and doubtful debts by industry	2009 £m		2008 £m		2007 £m		2006 £m		2005 £m
United Kingdom:
Financial services	485		76		32		64		22
Agriculture, forestry and fishing	2		4		–		5		9
Manufacturing	112		118		72		1		120
Construction	54		15		14		17		14
Property	113		80		36		15		18
Energy and water	–		1		1		(7	)	1
Wholesale and retail distribution and leisure	314		59		118		88		39
Transport	13		3		3		19		(27	)
Postal and communication	17		–		15		15		3
Business and other services	175		234		81		133		45
Home loans	33		28		1		4		(7	)
Other personal	1,376		1,178		1,187		1,526		1,142
Finance lease receivables	50		21		33		–		3
	2,744		1,817		1,593		1,880		1,382
Overseas	4,586		2,767		713		194		192
Impairment/specific provision charges	7,330		4,584		2,306		2,074		1,574

The category ‘Other personal’ ~~now~~ includes credit cards, personal loans, second liens and personal overdrafts.

The industry classifications in Tables ~~27, 28~~25, 26 and 2927 have been prepared at the level of the borrowing entity. This means that a loan

to the subsidiary of a major corporation is classified by the industry in which the subsidiary operates, even though the ~~parent’s~~Parent’s predominant business may be in a different industry.

~~Notes~~

a	~~Does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~

b	~~Does not reflect the impairment of available for sale assets , reverse repurchase agreements or other credit risk provisions.~~

~~132~~

~~Barclays~~

~~Annual Report 2008~~

~~Risk management~~

~~Statistical information~~

Table 28: Allowance for impairment/specific provision for bad and doubtful debts by industry
      2008    2007    2006    2005    2004^a
      £m    %    £m    %    £m    %    £m    %    £m    %
United Kingdom:

Financial services
   81    1.2    103    2.7    67    2.0    26    0.8    7    0.3
Agriculture, forestry and fishing
   1    0.0    5    0.1    17    0.5    12    0.3    4    0.2
Manufacturing
   185    2.8    65    1.7    85    2.5    181    5.2    37    1.7
Construction
   18    0.3    16    0.4    16    0.5    13    0.4    6    0.3
Property
   114    1.7    54    1.4    26    0.8    24    0.7    26    1.2
Energy and water
   1    0.0    1    –    –    –    18    0.5    23    1.0
Wholesale and retail distribution and leisure
   43    0.7    102    2.7    81    2.4    99    2.9    70    3.3
Transport
   –    0.0    11    0.3    24    0.7    32    0.9    55    2.6
Postal and communication
   33    0.5    25    0.7    12    0.4    2    0.1    13    0.6
Business and other services
   236    3.6    158    4.2    186    5.6    102    3.0    105    4.9
Home loans
   46    0.7    15    0.4    10    0.3    50    1.4    58    2.7
Other personal
   2,160    32.9    1,915    50.8    1,953    58.6    1,696    49.2    1,265    58.9
Finance lease receivables
   29    0.4    56    1.5    –    –    11    0.3    14    0.7
   2,947    44.8    2,526    67.0    2,477    74.3    2,266    65.7    1,683    78.4
Overseas
   3,627    55.2    1,246    33.0    858    25.7    1,184    34.3    464    21.6
Total
   6,574    100.0    3,772    100.0    3,335    100.0    3,450    100.0    2,147    100.0

~~See note under Table 27.~~

~~Table 29: Analysis of amounts written off and recovered by industry~~

      Amounts written off for the year    Recoveries of amounts previously
written off
      2008
£m    2007
£m    2006
£m    2005
£m    2004^a
£m    2008
£m    2007
£m    2006
£m    2005
£m    2004^a
£m
United Kingdom:

Financial services
   88    6    13    2    7    4    1    –    1    3
Agriculture, forestry and fishing
   6    5    8    3    2    –    2    1    –    1
Manufacturing
   53    83    73    47    79    8    7    21    11    30
Construction
   19    23    17    15    13    2    3    2    1    2
Property
   27    16    23    4    2    2    10    6    1    69
Energy and water
   1    –    1    22    9    –    –    2    –    2
Wholesale and retail distribution and leisure
   137    109    120    85    55    7    12    14    25    7
Transport
   10    13    11    29    44    1       1    10    15
Postal and communication
   3    3    5    15    2    –    –    –    –    1
Business and other services
   153    83    124    83    96    10    22    17    14    16
Home loans
   4    1    –    2    19    1    1    7    4    5
Other personal
   960    1,164    1,351    992    948    88    96    107    92    65
Finance lease receivables
   53    24    –    3    4    8    –    –    1    1
   1,514    1,530    1,746    1,302    1,280    131    154    178    160    217
Overseas
   1,405    433    428    285    302    43    73    81    62    38
Total
   2,919    1,963    2,174    1,587    1,582    174    227    259    222    255

~~See note under Table 27.~~

Note

a	Does not reflect the ~~application~~impairment of ~~IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~

~~Barclays~~

~~Annual Report 2008~~

~~133~~available for sale assets, reverse repurchase agreements or other credit risk provisions.

Table 30: Total impairment allowance/(provision) coverage of credit risk loans
      2008
%    2007
%    2006
%    2005
%    2004^a
%
United Kingdom
   50.7    56.6    64.2    64.6    68.1
Other European Union
   41.8    60.9    65.1    70.1    60.9
United States
   31.8    9.5    64.9    52.8    57.0
Africa
   39.5    62.1    73.2    74.3    68.4
Rest of the World
   49.2    86.5    100.0    68.7    71.9
Total coverage of credit risk loans
   41.9    39.1    65.6    66.2    66.9
Total coverage of credit risk loans excluding ABS CDO Super Senior exposure
   48.0    55.3    65.6    66.2    66.9

Table 31: Total impairment allowance/(provision) coverage of potential credit risk lending (CRLs and PPLs)
      2008
%    2007
%    2006
%    2005
%    2004^a
%
United Kingdom
   44.0    51.8    57.3    54.6    56.5
Other European Union
   29.5    55.1    61.0    65.9    55.6
United States
   29.2    7.6    57.1    50.4    52.3
Africa
   37.1    43.4    51.5    57.8    43.5
Rest of the World
   45.5    86.5    91.0    67.6    65.9
Total coverage of potential credit risk lending
   36.2    33.0    57.0    56.2    56.0
Total coverage of potential credit risk lenders excluding ABS CDO Super Senior exposure
   39.6    47.7    57.0    56.2    56.0

Allowance coverage of credit risk loans and potential credit risk loans excluding the drawn ABS CDO Super Senior exposure decreased to 48.0% (31st December 2007: 55.3%) and 39.6% (31st December 2007: 47.7%), respectively. The decrease in these ratios reflected a change in the mix of credit risk loans and potential credit risk loans: unsecured retail exposures, where the recovery outlook is relatively low, decreased as a proportion of the total as the collections and underwriting processes were improved. Secured retail and wholesale and corporate exposures, where the recovery outlook is relatively high, increased as a proportion of credit risk loans and potential credit risk loans.

~~Note~~

a	~~Does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~

~~134~~

~~Barclays~~

~~Annual Report 2008~~

115

LOGO


Table 26: Allowance for impairment/specific provision for bad and doubtful debts by industry
	2009		2008		2007		2006		2005
	£m	%	£m	%	£m	%	£m	%	£m	%
United Kingdom:
Financial services	493	4.6	81	1.2	103	2.7	67	2.0	26	0.8
Agriculture, forestry and fishing	–	–	1	0.0	5	0.1	17	0.5	12	0.3
Manufacturing	142	1.3	185	2.8	65	1.7	85	2.5	181	5.2
Construction	41	0.4	18	0.3	16	0.4	16	0.5	13	0.4
Property	90	0.8	114	1.7	54	1.4	26	0.8	24	0.7
Energy and water	–	–	1	0.0	1	–	–	–	18	0.5
Wholesale and retail distribution and leisure	182	1.7	43	0.7	102	2.7	81	2.4	99	2.9
Transport	–	0.0	–	0.0	11	0.3	24	0.7	32	0.9
Postal and communication	27	0.3	33	0.5	25	0.7	12	0.4	2	0.1
Business and other services	218	2.0	236	3.6	158	4.2	186	5.6	102	3.0
Home loans	63	0.6	46	0.7	15	0.4	10	0.3	50	1.4
Other personal	2,762	25.5	2,160	32.9	1,915	50.8	1,953	58.6	1,696	49.2
Finance lease receivables	65	0.6	29	0.4	56	1.5	–	–	11	0.3
	4,083	37.8	2,947	44.8	2,526	67.0	2,477	74.3	2,266	65.7
Overseas	6,713	62.2	3,627	55.2	1,246	33.0	858	25.7	1,184	34.3
Total	10,796	100	6,574	100.0	3,772	100.0	3,335	100.0	3,450	100.0


Table 27: Analysis of amounts written off and recovered by industry
	Amounts written off for the year					Recoveries of amounts previously written off
	2009 £m	2008 £m	2007 £m	2006 £m	2005 £m	2009 £m	2008 £m	2007 £m	2006 £m	2005 £m
United Kingdom:
Financial services	72	88	6	13	2	3	4	1	–	1
Agriculture, forestry and fishing	2	6	5	8	3	–	–	2	1	–
Manufacturing	162	53	83	73	47	4	8	7	21	11
Construction	34	19	23	17	15	3	2	3	2	1
Property	141	27	16	23	4	3	2	10	6	1
Energy and water	2	1	–	1	22	4	–	–	2	–
Wholesale and retail distribution and leisure	182	137	109	120	85	8	7	12	14	25
Transport	14	10	13	11	29	1	1		1	10
Postal and communication	23	3	3	5	15	–	–	–	–	–
Business and other services	197	153	83	124	83	5	10	22	17	14
Home loans	16	4	1	–	2	–	1	1	7	4
Other personal	705	960	1,164	1,351	992	13	88	96	107	92
Finance lease receivables	19	53	24	–	3	4	8	–	–	1
	1,569	1,514	1,530	1,746	1,302	48	131	154	178	160
Overseas	1,811	1,405	433	428	285	102	43	73	81	62
Total	3,380	2,919	1,963	2,174	1,587	150	174	227	259	222


116

Risk management

Statistical information

continued


Table 28: Total impairment allowance/(provision) coverage of credit risk loans
	2009 %	2008 %	2007 %	2006 %	2005 %
United Kingdom	55.1	50.7	56.6	64.2	64.6
Other European Union	40.3	41.8	60.9	65.1	70.1
United States	50.1	31.8	9.5	64.9	52.8
Africa	34.3	39.5	62.1	73.2	74.3
Rest of the World	81.3	49.2	86.5	100.0	68.7
Total coverage of credit risk loans	48.2	41.9	39.1	65.6	66.2


Table 29: Total impairment allowance/(provision) coverage of potential credit risk lending (CRLs and PPLs)
	2009 %	2008 %	2007 %	2006 %	2005 %
United Kingdom	49.4	44.0	51.8	57.3	54.6
Other European Union	34.8	29.5	55.1	61.0	65.9
United States	45.1	29.2	7.6	57.1	50.4
Africa	30.5	37.1	43.4	51.5	57.8
Rest of the World	48.9	45.5	86.5	91.0	67.6
Total coverage of potential credit risk lending	41.9	36.2	33.0	57.0	56.2


				117

LOGO

Risk management

Supervision and regulation

The Group’s operations, including its overseas offices, subsidiaries and associates, are subject to a significant body of rules and regulations that are a condition for authorisation to conduct banking and financial services business, ~~and~~ constrain business ~~operations.~~operations and affect financial returns. These include reserve and reporting requirements and conduct of business regulations. These requirements are imposed by the relevant central banks and regulatory authorities that supervise the Group in the jurisdictions in which it operates. The requirements reflect global standards developed by, among others, the Basel Committee on Banking Supervision and the International Organisation of Securities Commissions. They also reflect requirements derived from EU directives.

In the UK, the ~~FSA~~Financial Services Authority (FSA) is the independent body responsible for the regulation and supervision of deposit taking, life insurance, home mortgages, general insurance and investment business. Barclays Bank PLC is authorised by the FSA under the Financial Services and Markets Act 2000 to carry on a range of regulated activities within the UK and is subject to consolidated supervision by the FSA. In its role as supervisor, the FSA seeks to ~~ensure~~maintain the safety and soundness of financial institutions with the aim of strengthening, but not guaranteeing, the protection of ~~customers.~~customers and the financial system. The FSA’s continuing supervision of financial institutions is conducted through a variety of regulatory tools, including the collection of information from statistical and prudential returns, reports obtained from skilled persons, visits to firms and regular meetings with management to discuss issues such as performance, risk management and strategy.

The FSA adopts a risk-based approach to supervision. The starting point for supervision of all financial institutions is a systematic analysis of the risk profile for each authorised firm. The FSA has adopted a homogeneous risk, processes and resourcing model in its approach to its supervisory responsibilities (known as the ARROW model) and the results of the risk assessment are used by the FSA to develop a risk mitigation programme for a firm. The FSA also promulgates requirements that banks and other financial institutions are required to meet on matters such as capital adequacy, limits on large exposures to individual entities and groups of closely connected entities, liquidity and rules of business conduct.

The Banking Act 2009 (the Banking Act) provides a permanent regime to allow the FSA, the UK Treasury and the Bank of England to resolve failing banks in the UK. Under the Banking Act, these authorities are given powers, including (a) the power to issue share transfer orders pursuant to which all or some of the securities issued by a bank may be transferred to a commercial purchaser or Bank of England entity and (b) the power to transfer all or some of the property, rights and liabilities of the UK bank to a purchaser or Bank of England entity. A share transfer order can extend to a wide range of securities including shares and bonds issued by a UK bank (including Barclays Bank PLC) or its holding company (Barclays PLC) and warrants for such shares and bonds. The Banking Act powers apply regardless of any contractual restrictions and compensation may be payable in the context of both share transfer orders and property appropriation.

The Banking Act also gives the Bank of England the power to override, vary or impose contractual obligations between a UK bank or its holding company and its former group undertakings for reasonable consideration, in order to enable any transferee or successor bank of the UK bank to operate effectively. There is also power for the Treasury to amend the law (excluding provisions made by or under the Banking Act) for the purpose of enabling it to use the regime powers effectively, potentially with retrospective effect. In addition, the Banking Act gives the Bank of England statutory responsibility for financial stability in the UK and for the oversight of payment systems.

Banks, insurance companies and other financial institutions in the UK are subject to a single financial services compensation scheme (the Financial Services Compensation ~~Scheme)~~Scheme—FSCS) where an authorised firm is unable or is likely to be unable to meet claims made against it because of its financial circumstances. Most deposits made with branches of Barclays Bank PLC within the European Economic Area (EEA) which are denominated in Sterling or other EEA currencies (including the Euro) are covered by the ~~Scheme.~~FSCS. Most claims made in respect of investment business will also be protected claims if the business was carried on from the UK or from a branch of the bank or investment firm in another EEA member state. The FSCS is funded by levies on authorised UK firms such as Barclays Bank PLC. In the event that the FSCS raises funds, raises those funds more frequently or significantly increases the levies to be paid by firms, the associated costs to the Group may have a material impact on the Group’s results and financial condition. Further details can be found in the “Competition and Regulatory Matters” note to the financial statements on page 222.

Outside the UK, the Group has operations (and main regulators) located in continental Europe, in particular France, Germany, Spain, Switzerland, Portugal and Italy (local central banks and other regulatory authorities); Asia Pacific (various regulatory authorities including the Hong Kong Monetary Authority, the Financial Services Agency of Japan, the Australian Securities and Investments Commission, , the Monetary Authority of Singapore, the China Banking Regulatory Commission and the Reserve Bank of India); Africa and the Middle East (various regulatory authorities including the South African Reserve Bank and the Financial Services Board and the regulatory authorities of the United Arab Emirates) and the United States of America (including the Board of Governors of the Federal Reserve System (FRB), the Office of the Comptroller of the Currency (OCC) and the Securities and Exchange ~~Commission)~~Commission (SEC)).

In Europe, the UK regulatory agenda is considerably shaped and influenced by the directives emanating from the EU. These form part of the European Single Market programme, an important feature of which is the framework for the regulation of authorised firms. This framework is designed to enable a credit institution or investment firm authorised in one EU member state to conduct banking or investment business

through the establishment of branches or by the provision of services on a cross-border basis in

other member states without the need for local authorisation. Barclays operations in Europe are authorised and regulated by a combination of both home (the FSA) and host regulators.

Barclays operations in South Africa, including Absa Group Limited, are supervised and regulated by the South African Reserve Bank (SARB) and the Financial Services Board (FSB). SARB oversees the banking industry and follows a risk-based approach to supervision whilst the FSB oversees the non-banking financial services industry and focuses on enhancing consumer protection and regulating market conduct.

In the United States, Barclays PLC, Barclays Bank PLC and ~~Barclays’~~Barclays US banking subsidiaries are subject to a comprehensive regulatory structure involving numerous statutes, rules and regulations. Barclays Bank PLC’s branches in New York and Florida are licensed by, and subject to regulation and examination by, their respective licensing authorities, the New York State Banking Department and the Florida Office of Financial Regulation. Barclays Bank PLC also operates a federal agency in California that is licensed by and subject to regulation and examination by the OCC. Barclays ~~Global Investors, NA is a federally chartered trust company subject to regulation and examination by the OCC. Barclays~~ Bank Delaware is a Delaware-chartered commercial bank subject to regulation and examination by the Federal Deposit Insurance Corporation and the Delaware State Banking Commissioner. In addition, the FRB is the primary US federal regulator for the New York and Florida branches and also exercises umbrella regulatory authority over Barclays other US operations. The regulation of Barclays and its US banking subsidiaries imposes restrictions on the activities of Barclays, including its US banking subsidiaries and Barclays Bank PLC’s US branches and agencies, as well as prudential restrictions, such as limits on extensions of credit by the Barclays Bank PLC’s US branches and agencies and the US banking subsidiaries to a single borrower and to Barclays subsidiaries and affiliates.

The licensing authority of each US branch has the authority, in certain circumstances, to take possession of the business and property of Barclays Bank PLC located in the state of the office it licenses. Such circumstances generally include violations of law, unsafe business practices and insolvency. As long as Barclays Bank PLC maintains one or more federal branches or agencies, the OCC also has the authority to take possession of the US operations of Barclays Bank PLC under similar circumstances, and this federal power may pre-empt the state insolvency regimes that would otherwise be applicable to Barclays Bank PLC’s ~~state-licensed~~state licensed branches. As a result, if the OCC exercised its authority over the US agency of Barclays Bank PLC pursuant to federal law in the event of a Barclays Bank PLC insolvency, all of Barclays Bank PLC’s US assets would most likely be applied first to satisfy creditors of its US branches and agencies as a group, and then made available for application pursuant to any UK insolvency proceeding.

In addition to the direct regulation of Barclays US banking offices, Barclays US operations subject Barclays to regulation by the FRB under various laws, including the International Banking Act of 1978 and the Bank Holding Company Act of 1956 (BHC Act). Barclays PLC, Barclays Bank PLC and Barclays Group US Inc. are bank holding companies registered with the FRB. Each has elected to be treated as a financial holding company under the BHC Act. Financial holding companies may engage in a broader range of financial and related activities than are permitted to ~~banking organisations~~registered bank holding companies that do not maintain financial holding company status, including underwriting and dealing in all types of securities. To maintain the financial holding company status of each of Barclays PLC, Barclays Bank PLC and Barclays Group US Inc., Barclays Bank PLC is required to meet or exceed certain capital ratios and to be deemed to be “well managed” and Barclays Bank Delaware ~~and Barclays Global Investors, NA~~ must also meet certain capital requirements, ~~and~~ be deemed to be “well managed”~~. Barclays Bank Delaware must also~~ and have at least a “satisfactory” rating under the Community Reinvestment Act of 1977.

Barclays is required to obtain the prior approval of the FRB before acquiring, directly or indirectly, the ownership or control of more than 5% of any class of voting securities of any US bank or bank holding company. Under current FRB policy, Barclays is required to act as a source of financial strength for Barclays Bank Delaware. This policy could, among other things, require Barclays to inject capital into ~~any of its US banking subsidiaries~~Barclays Bank Delaware if ~~they become~~it becomes undercapitalised. A major focus of US governmental policy relating to financial institutions in recent years has been combating money laundering and terrorist financing and enforcing compliance with US economic sanctions. Regulations applicable to US operations of Barclays Bank PLC and its subsidiaries impose obligations to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to ensure compliance with US economic sanctions against designated foreign

~~Barclays~~

~~Annual Report 2008~~

~~135~~

countries, nationals and others. Failure of a financial institution to maintain and implement adequate programmes to combat money laundering and terrorist financing or to ensure economic sanction compliance could have serious legal and reputational consequences for the institution. See ~~Financial Statement~~ Note 36 to the financial statements for further discussion of competition and regulatory matters.

Barclays investment banking operations are subject to regulations that cover all aspects of the securities business, including:

– Sales Methods

– Trade practices among broker-dealers

– Use and safekeeping of customers’ funds and securities

– Capital structure

– Record-keeping

– The financing of customers’ purchases

– Procedures for compliance with US securities law

– The conduct of directors, officers and employees

–
118		~~Sales Methods~~

–

~~Trade practices among broker-dealers~~

Risk management

Supervision and regulation

continued

–

~~Use and safekeeping of customers’ funds and securities~~

–

~~Capital structure~~

–

~~Record-keeping~~

–

~~The financing of customers’ purchases~~

–

~~Procedures for compliance with US securities law~~

–

~~The conduct of directors, officers and employees~~

Barclays Capital Inc. and the other subsidiaries that conduct these operations are regulated by a number of different government agencies and self-regulatory organizations, including the ~~Securities and Exchange Commission~~SEC and the Financial ~~Institution~~Industry Regulatory Authority (FINRA). Depending upon the specific nature of a broker-dealer’s business, it may also be regulated by some or all of the New York Stock Exchange (NYSE), the Municipal Securities Rulemaking Board, the US Department of the Treasury, the ~~Commodities~~Commodity Futures Trading Commission and other exchanges of which it may be a member. In addition, the US states, provinces and territories have local securities commissions that regulate and monitor activities in the interest of investor protection. These regulators have available a variety of sanctions, including the authority to conduct administrative proceedings that can result in censure, fines, the issuance of cease-and-desist orders or the suspension or expulsion of the entity or its directors, officers or employees.

Barclays Bank PLC and Barclays Capital Energy, Inc. are authorised by the U.S. Federal Energy Regulatory Commission (FERC) to sell wholesale physical power at market-based rates. As FERC authorised power marketers and as buyers and sellers of natural gas, Barclays Bank PLC and Barclays Capital Energy, Inc. are subject to regulation under The U.S. Federal Power Act, The U.S. Natural Gas Act and The U.S. Energy Policy Act of 2005 and applicable FERC orders, rules and regulations thereunder.

Barclays subsidiaries in the US are also subject to regulation by applicable federal and state regulators of their activities in the ~~asset management, investment advisory, mutual fund and~~ mortgage ~~lending businesses.~~servicing business.

Regulatory Developments

In the wake of the financial crisis there will be regulatory change that will have a substantial impact on all financial institutions, including the Group. The full extent of this impact and its timing is not yet ~~clear. Programmes~~fully clear, with reform programmes being developed at global, EU and national level. A programme to reform the global regulatory framework ~~were~~was agreed ~~first by G8 Finance Ministers in April 2008 and subsequently~~ by G20 Heads of Government in April 2009, building on an agreement that had been reached by the G20 in November 2008. InThe EU is following a similar programme of reform following the ~~EU, Finance Ministers agreed a roadmap for regulatory reform in~~ May ~~2008.~~2008 ‘roadmap’ and implementing G20 requirements. There is a substantial degree of commonality to these programmes covering issues of capital and liquidity regulation, risk management and accounting standards. ~~These programmes will be further developed and implemented in 2009.~~

InThe Financial Stability Board (FSB) has been designated by the ~~UK, in response~~G20 as the body responsible for co-ordinating the delivery of the reform programme. It has initiated work developing guidelines for the supervision of systemically significant institutions. It is required to present its proposals to the ~~financial crisis,~~November 2010 meeting of G20 Heads of Government. The FSB is also working on approaches to the ~~Chairman~~resolution of systemically significant institutions that will include the preparation of Recovery and Resolution Plans, sometimes called ‘living wills’. Further detail is awaited from the FSB, although the FSA has ~~been requested~~initiated a pilot project with a group of large UK banks.

In execution of the mandate given by the ~~Chancellor~~G20 and the FSB, the Basel Committee on Banking Supervision has agreed on increased capital requirements for trading book activities to be introduced from the end of 2010. In December 2009, the Basel Committee issued proposals for consultation on enhanced capital and liquidity requirements. These proposals would refine the definition of regulatory capital to have a greater focus on core equity, would enhance capital requirements in respect of counterparty risk, introduce measures to make capital requirements less procyclical, establish a leverage ratio and require banks to hold greater buffers of high quality liquid instruments. The Basel Committee will conduct a quantitative impact study on its proposals in the course of the ~~Exchequer~~first half of 2010, with a view to ~~undertake a review~~finalising its requirements by the end of ~~banking regulation.~~ the year and with the aim of commencing the transition to the new capital and liquidity regime from the end of 2012.

The ~~Chancellor~~Basel Committee’s trading book proposals are being implemented in the EU by amendment to the Capital Requirements Directive (CRD). The CRD has also been amended to tighten the definition of hybrid capital and the operation of the large exposures regime in relation to interbank transactions. The EU has indicated that heit will be presenting a White Paper on the supervision of banking in spring 2009 with the expectation that proposals for legislation will be presented to Parliament. He has also commissioned Sir David Walker to review the corporate governance of the UK banking industry. The results of this review are expected before the end of 2009. The FSA has re-examined its regulatory requirements and processes, substantially increasing regulatory capital requirements in October 2008. It has also been undertaking a Supervisory Enhancement Programme that will increase both the resources devoted to supervision and the intensity of supervision.

These powers, which apply regardless of any contractual restrictions, include (a) power to issue share transfer orders pursuant to which there may be transferred to a commercial purchaser or Bank of England entity, all or some of the securities issued by a bank. The share transfer order can extend to a wide range of ‘securities’ including shares and bonds issued by a UK Bank (including Barclays Bank PLC) or its holding company (Barclays PLC) and warrants for such and (b) the power to transfer all or some of the property, rights and liabilities of the UK bank to a purchaser or Bank of England entity. In certain circumstances encumbrances and trusts can be over-reached. Power also exists to override any default provisions in transactions otherwise affected by these powers. Compensation may be payable in the context of both share transfer orders and property appropriation. In the case of share transfer orders any compensation will be paid to the person who held the security immediately before the transfer, who may not be the encumbrancer.

The Banking Act also vests power in the Bank of England to override, vary or impose contractual obligations between a UK bank or its holding company and its former group undertakings (as defined in the Banking Act), for reasonable consideration, in order to enable any transferee or successor bank of the UK bank to operate effectively. There is also power for the Treasury tofurther amend the ~~law (save for~~CRD to implement revised global standards on capital adequacy and on liquidity that are being consulted on by the Basel Committee. The EU will also conduct a provision made by or under the Banking Act) by order for the purpose of enabling it to use the special resolution regime powers effectively, potentially with retrospective effect. The Banking Act also gives the Bank of England statutory responsibility for financial stability in the UK and for the oversight of payment systems.

~~Amendments~~Europe-focused quantitative impact study. In addition, other amendments are being made to the EU framework of directives, including to the ~~Capital Requirements~~ Directive and to the Directive on Deposit Guarantee Schemes. Further amendments to EU regulatory requirements are likely as the EU develops its response to the financial crisis, including the structure of the regulatory system in Europe as proposed in the report of a high-level Commission group published ~~on 25~~in February 2009. Among other things, it is proposed by the end of 2010 to create a European Banking Authority charged with the development of a single rulebook for banks in the EU. National authorities will remain responsible for the supervision of financial institutions.

In the UK, the Treasury issued a White Paper ‘Reforming Financial Markets’ in July 2009 that foreshadowed the introduction of a Financial Services Bill in November. The Financial Services Bill will among other things create a Council for Financial Stability to co-ordinate the activities of the UK tripartite authorities (HM Treasury, the FSA and the Bank of

England) to deal with issues related to financial stability and systemic risk. It will also place a duty on the FSA to make rules requiring financial institutions to create and maintain Recovery and Resolution plans, require the FSA to make general rules about remuneration policies of regulated firms, give the FSA a wider authority to prohibit short selling and permit collective court actions as a means by which redress can be sought in cases where there has been a mass failure of practice that has affected significant numbers of consumers. The Financial Services Bill is currently going through the Parliamentary process and its likely final shape remains uncertain. In response to the Introduction of the Financial Services Bill, the Conservative Party indicated in July 2009 that, were it to have a majority following the General Election that must take place by early June 2010, it would transfer responsibility for prudential supervision to the Bank of England and create a Consumer Protection Agency to focus on issues of business conduct.

The Chancellor of the Exchequer commissioned two major reviews of the regulation of banks that reported in 2009. Lord Turner, the Chairman of the FSA was requested to undertake a review of banking regulation, while Sir David Walker was asked to review the corporate governance of financial institutions. The Turner Review, published in March 2009, sets out a comprehensive approach to reform the regulation of banks, and for higher standards of capital, liquidity and risk management. It also sets out a more intensive and intrusive approach to supervision. This was already in development as part of the FSA’s Supervisory Enhancement Programme that has seen an increase in the resources devoted to supervision, the intensity of supervision and the penalties that may be applied in any enforcement action. Pending international agreement, the FSA has unilaterally set minimum capital requirements that are very substantially increased from pre-crisis levels. Similarly, the FSA is introducing a regulatory liquidity regime in advance of international agreement on the Basel proposals. The Walker Review, published in November 2009, sets out proposals for reforms to the corporate governance of financial institutions. The Financial Services Bill referred to above will give the FSA enabling powers to implement some of these.

In the United States, the FDIC has established a Temporary Liquidity Guarantee Program (TLGP) for eligible institutions including, among others, US bank holding companies and FDIC-insured depository institutions, unless they opted out. Under the TLGP, the FDIC ~~will insure~~insures the entire amount of non-interest bearing transaction account deposits of eligible institutions until ~~December 31, 2009~~June 30^th, 2010 and certain senior unsecured debt of eligible institutions issued before June 30 ~~2009.Barclays~~^th, 2009 (later extended to October 31^st, 2009). Barclays Bank Delaware and Barclays Group US, Inc. are eligible to participate in the TLGP, and they have opted in. Barclays PLC and Barclays Bank PLC, as non-US banks or bank holding companies, ~~are~~were not eligible to participate in the TLGP. The US Department of the Treasury has invested approximately $250 billion in the capital of US depository institutions and depository institution holding companies through a Capital Purchase Program authorized under the US Emergency Economic Stabilization Act of 2008 and is expected to continue to make capital investments under the authority of this act. Barclays, as a non-US institution, is not eligible for capital investments by the US Treasury under existing programs.

Another recent focus of US governmental policy relating to the financial services sector generally has been on disclosure and sales practices relating to the sector’s subprime mortgage and other lending.

In addition, in the United States, as elsewhere, recent market disruptions and economic conditions have led to numerous proposals for changes to and significant increases in the regulation of the financial services industry. These proposals include: possible limitations on the activities of banking institutions such as prohibitions on engaging in proprietary trading operations that are not related to serving customers; proposals that would subject large and systemically important banks and financial institutions to enhanced regulatory requirements; and financial market and trading reforms such as the Wall Street Reform and Consumer Protection Act 2009, which was passed by the US House of Representatives in December 2009 and which would, if enacted, among other things, increase regulation of over-the-counter derivatives by imposing clearing and execution requirements on swap dealers and major swap market participants. However, ~~given the current environment~~these and ~~status of~~other proposals are still under consideration and there is uncertainty as to whether and in what forms such proposals ~~it is difficult to determine~~ultimately may be enacted or adopted and therefore what impact they will have on the ~~nature~~Group and ~~form of any regulation that may arise~~its businesses in the United ~~States from any such proposals.~~States. The Obama Administration has also proposed the levying of a Financial Crisis Responsibility Fee (FCRF). The Administration has said that the FCRF will apply to the US subsidiaries of a foreign bank or financial company if the consolidated assets of the US subsidiaries exceed £50bn. As legislation implementing the FCRF has not yet been proposed, the impact of the FCRF on the Group cannot yet be determined.

The credit card-related activities of the Group in the US will be significantly affected by the Credit Card Accountability, Responsibility and Disclosure Act of 2009 (Credit CARD Act) which was passed by Congress. The Credit CARD Act will have the effect of restricting many credit card pricing and marketing practices. Among the numerous provisions, which come into effect at various times through August 2010, are those that prohibit increasing rates on existing balances and over limit fees in most instances, restrict increasing fees and rates prospectively, restrict what penalty fees can be assessed, regulate how payments are to be allocated to different balances and how the billing process is to work, and revises all communications to cardholders.

~~136~~

~~Barclays~~

~~Annual Report 2008~~

119

LOGO

~~Governance~~


~~Board and Executive Committee~~		~~138~~

~~Directors’ report~~		~~140~~

~~Corporate governance report~~		~~143~~

~~Remuneration report~~		~~157~~

~~Accountability and audit~~		~~173~~

Board and ~~Executive Committee~~executive committee

LOGO

~~1. Marcus Agius~~

~~Group Chairman~~ ~~(Age 62)~~

~~Marcus has an~~Marcus’ extensive background in banking ~~having worked~~began at Lazard where he worked from 1972 to ~~2006.~~2006, latterly as Chairman of Lazard in London and Deputy Chairman of Lazard LLC. He ~~also has experience~~was Chairman of ~~chairing large organisations, including~~ BAA plc until 2006 and ~~Lazard in London. Marcus~~ is currently Senior Independent Director of the British Broadcasting Corporation (BBC). and Chairman of the Trustees of The Royal Botanic Gardens.

Term of ~~office~~office: Marcus joined the Board in September 2006 as a non-executive Director and was appointed ~~Group~~ Chairman on 1st January 2007. Marcus was last re-elected by shareholders at the AGM in ~~2007, following his appointment.~~2009.

~~Independent~~Independent:On appointment

External ~~appointments~~appointments: Senior Independent Director of the BBC since 2006. ~~Trustee to~~Chairman of the ~~Board~~Trustees of the Royal Botanic Gardens, Kew. Chairman of The Foundation and Friends of the Royal Botanic Gardens, Kew. Chairman of Lazard in London and Deputy Chairman of Lazard LLC until 2006.

Chairman of BAA plc until 2006.

Committee ~~membership~~membership:Chairman of the Board Corporate Governance and Nominations Committee since January 2007. Member of the Board HR and Remuneration Committee since January 2007.

Sir Richard has experience of both the private and public sector having worked in high-level banking roles and the Civil Service. He was the Executive Chairman of HM Customs and Excise from 2000 to 2003. Formerly a member of the Group Executive Committee of Schroders PLC and a non-executive Director of the Securities Institute.

Sir Richard is Chairman of Arriva PLC.

~~2. David Booth~~Term of office:Sir Richard joined the Board in September 2003. Appointed Senior Independent Director on 1st September 2004 and Deputy Chairman on 16th July 2009. Sir Richard was last re-elected by shareholders at the AGM in 2009.

Independent: Yes

External appointments: Chairman of Arriva PLC since 2004. Executive Chairman of HM Customs and Excise until 2003. Former Group Executive Committee member of Schroders PLC. Non-executive Director ~~(Age 54)~~ of the Securities Institute until 1995.

Committee membership:Member of the Board Risk Committee since April 2004 (Chairman January 2006 to December 2009). Chairman of the Board HR and Remuneration Committee since January 2007 (member since April 2004). Member of the Board Corporate Governance and Nominations Committee since September 2004.

David ~~currently~~ manages his own venture capital investments, having retired from the Management Committee of Morgan Stanley in 1997. David was employed by Morgan Stanley from 1982 to 1992, and again from 1995 to 1997. He held various key positions there, including Head of Government Bond Trading, Head of Mortgage Trading, Sales and Finance and Head of Global Operations and Technology.

Term of ~~office~~office:David joined the Board in May 2007. David was last re-elected by shareholders at the AGM in ~~2008, following his appointment.~~2009.

~~Independent~~Independent:Yes

External ~~appointments~~appointments: Director of East Ferry Investors, Inc., Trustee of the Brooklyn Botanic Garden. ~~Chair of the Brooklyn Botanic Garden Investment Committee.~~ Various positions at Morgan Stanley & Co. until 1997. Director of the Discount Corporation of New York until 1993.

Committee ~~membership~~membership: ~~Member of the Board Risk Committee since January 2008.~~

~~3. Sir Richard Broadbent~~

~~Senior Independent Director~~ ~~(Age 55)~~

Sir Richard has experience of both the private and public sector having worked in high-level banking roles and the Civil Service. He was the Executive Chairman of HM Customs and Excise from 2000 to 2003 and was formerly a member of the Group Executive Committee of Schroders PLC and a non-executive Director of the Securities Institute. Sir Richard is Chairman of Arriva PLC.

~~Term of office~~ ~~Sir Richard joined the Board in September 2003 and was appointed Senior Independent Director on 1st September 2004. Sir Richard was last re-elected by shareholders at the AGM in 2006.~~

~~Independent~~ ~~Yes~~

~~External appointments~~ Chairman of Arriva PLC since 2004. Executive Chairman of HM Customs and Excise until 2003. Former Group Executive Committee member of Schroders PLC. Non-executive Director of the Securities Institute until 1995.

~~Committee membership~~Chairman of the Board Risk Committee since January ~~2006~~2010 (member since ~~April 2004). Chairman of the Board HR and Remuneration Committee since~~ January ~~2007 (member since April 2004)~~2008). Member of ~~the~~ Board Corporate Governance and Nominations Committee since ~~September 2004.~~January 2010.

~~4. Leigh Clifford, AO~~

~~Non-executive Director~~ ~~(Age 61)~~

Leigh is Chairman of Qantas Airways ~~Limited. He previously worked for~~Limited, a Director of Bechtel Group Inc, Chairman of Bechtel Australia Pty Ltd and Senior Adviser to Kohlberg, Kravis, Roberts and Co. Leigh joined the Rio Tinto Group ~~where he~~in 1970 and was a Director of Rio Tinto ~~PLC~~plc from 1994 and Rio Tinto Limited from 1995, and was Chief Executive of the Rio Tinto Group from 2000 until 2007.

Term of ~~office~~office:Leigh joined the Board in October 2004. Leigh was last re-elected by shareholders at the AGM in ~~2007.~~2009.

~~Independent~~Independent:Yes

External ~~appointments~~appointments:Chairman of Qantas Airways Limited since November 2007. ~~Member~~Chairman of ~~the~~ Bechtel ~~Board~~Australia Pty Ltd since July 2009. Director of ~~Counsellors~~Bechtel Group Inc since ~~May 2007.~~July 2009. Senior Adviser to Kohlberg Kravis Roberts & Co since January 2009. ~~Director~~Chairman of the Murdoch ~~Children’s~~Childrens Research ~~Institute.~~Institute since December 2009. Board Member of the National Gallery of Victoria Foundation. Chief Executive of Rio Tinto from 2000 until 2007. Director of Freeport-McMoran Copper & Gold Inc. until 2004.

Committee ~~membership~~membership:Member of the Board HR and Remuneration Committee since July 2005. Member of the Barclays Asia Pacific Advisory Committee.

~~5. Fulvio Conti~~ LOGO

~~Non-executive Director~~ ~~(Age 61)~~

Fulvio is currently Chief Executive Officer and General Manager of Enel SpA, the Italian energy group, where he was previously Chief Financial Officer from 1999-2005. Fulvio has held a number of high-level financial roles, including Chief Financial Officer and General Manager of Telecom Italia and General Manager and Chief Financial Officer of Ferrovie dello ~~Stato, the Italian national railway.~~Stato. He was also head of the accounting, finance, and control department of Montecatini and was in charge of finance at ~~Montedison-Compart, overseeing the financial restructuring of the group.~~Montedison-Compart. He has held positions in finance and operations in various affiliates of Mobil Oil Corporation in Italy and Europe.

Term of ~~office~~office:Fulvio joined the Board in April 2006. Fulvio was last re-elected by shareholders at the AGM in ~~2008.~~2009.

~~Independent~~Independent:Yes

External ~~appointments~~appointments:Chief Executive of Enel SpA since 2005. Director of ENDESA SA since June 2009. Director of AON Corporation

since January 2008. Chief Financial Officer and General Manager of Telecom Italia until 1999. General Manager and Chief Financial Officer of Ferrovie dello Stato until 1998.

Committee ~~membership~~membership:Member of the Board Audit Committee since September 2006.

~~6. Professor Dame Sandra Dawson~~

~~Non-executive Director~~ ~~(Age 62)~~

~~Sandra is KPMG Professor~~Simon has extensive experience of ~~Management Studies~~the institutional fund management industry, having worked at Fidelity International from 1981 to 2008, latterly as President of the ~~University~~Investment Solutions Group and President of ~~Cambridge~~the Retirement Institute. Simon held a number of positions during his career at Fidelity International, including President, European & UK Institutional Business, Global Chief Investment Officer, Chief Investment Officer for Asia Pacific and ~~Master~~Chief Investment Officer of ~~Sidney Sussex College, Cambridge. Sandra was~~the European Investment Group. Simon remains a Director of ~~the Judge Business School at Cambridge until September 2006~~Fidelity European Values PLC and ~~she has held a range of non-executive posts in organisations including Rand Europe (UK), JP Morgan Fleming Claverhouse Investment Trust and Riverside Mental Health Trust.~~Fidelity Japanese Values PLC.

Term of ~~office~~office: ~~Sandra~~Simon Fraser joined the Board in March ~~2003. Sandra will retire from the Board~~2009. Simon was last reelected by shareholders at the ~~2009~~ AGM in ~~April.~~2009.

~~Independent~~Independent:Yes

External ~~appointments~~appointments: ~~KPMG Professor~~Director of ~~Management Studies, University~~Fidelity European Values PLC since July 2002. Director of ~~Cambridge~~Fidelity Japanese Values PLC since ~~1995. Master~~May 2000. Director of ~~Sidney Sussex College, Cambridge~~The Merchants Trust PLC since ~~1999.~~August 2009. Director and ~~Trustee~~Chairman Designate of Oxfam since 2006. Deputy Vice Chancellor, University of Cambridge since 2008. Chairman, Executive Steering Committee, ESRC Advanced Institute of Management. Director of Cambridge Econometrics until 2007. Director of Judge Business School, University of Cambridge until 2006. Director of Rand Europe (UK) until 2004. Director of JP Morgan Fleming ClaverhouseForeign & Colonial Investment Trust ~~until 2003.~~PLC since September 2009.

Committee ~~membership~~membership:Member of the Board Audit Committee since ~~August 2003.~~May 2009. Member of the Board HR and Remuneration Committee since May 2009.

Reuben is a Senior Adviser at the Center for Strategic & International Studies in Washington, D.C. and previously served in the US government as Under Secretary of State for Economic, Energy and Agricultural Affairs (2007-2009). Prior to joining the Department of State, Reuben was the Chairman of the Commodity Futures Trading Commission (2005-2007) and before that held a number of positions in US government service (2002-2005). He spent 18 years at Goldman, Sachs & Co. between 1983-2001, where he was managing partner of Goldman Sachs in Paris and of the firm’s European Financial Institutions Group in London.

Term of office:Reuben Jeffery joined the Board in July 2009.

~~7. Sir Andrew Likierman~~Independent:Yes

~~Non-executive Director~~ ~~(Age 65)~~External appointments:Senior Adviser at the Center for Strategic & International Studies, Washington D.C.

Committee membership:Member of Board Risk Committee since January 2010.

Sir Andrew is Chairman of the National Audit Office, having held a number of public roles in the financial services sector, including Managing Director, Financial Management, Reporting and Audit and Head of the Government Accountancy Service at HM Treasury and non-executive Director of the Bank of England. Sir Andrew is also Dean of the London Business ~~School where he was previously Professor of Management Practice in Accounting.~~School. He has been at the London Business School from 1974-1976, 1979-1993 and since 2004.

Term of ~~office~~office:Sir Andrew joined the Board in September 2004. Sir Andrew was last ~~re-elected~~reelected by shareholders at the AGM in ~~2007.~~2009.

~~Independent~~Independent:Yes

External ~~appointments~~appointments:Dean of the London Business School since January 2009.

Chairman of the National Audit Office since December 2008. ~~Director~~Trustee of the Institute for Government since September 2008.

Chairman of Applied Intellectual Capital Inc. until 2008. Non-executive Director of the Bank of England until 2008. Non-executive Director and Vice-Chairman of the Tavistock and Portman NHS Trust until 2008. Non-executive Director and Chairman of the MORI Group until 2005. ~~Managing Director, Financial Management, Reporting and Audit and Head of the Government Accountancy Service at HM Treasury until 2004.~~

Committee ~~membership~~membership:Member of the Board Audit Committee since September 2004. Member of the Board Risk Committee since September 2004.

~~8. Sir Michael Rake~~

~~Non-executive Director~~ ~~(Age 61)~~


120

Board and executive committee

continued

Sir Michael is currently Chairman of BT Group PLC, ~~and~~ Chairman of the UK Commission for Employment and ~~Skills.~~Skills and Chairman of easyJet plc. Sir Michael previously worked at KPMG from 1974-2007 where he ~~worked for~~spent a number of years in Continental Europe and the Middle East. He was Senior Partner of the UK firm from 1998-2000 and Chairman of KPMG International from 2002-2007.

Term of ~~office~~office:Sir Michael joined the Board in January 2008. Sir Michael was last ~~re-elected~~reelected by shareholders at the AGM in ~~2008, following his appointment.~~2009.

~~Independent~~Independent:Yes

External ~~appointments~~appointments:Chairman of BT Group PLC since 2007. Chairman of easyJet plc since January 2010 (Deputy Chairman June 2009-December 2009). Director of the Financial Reporting Council since 2007. Chairman of the UK Commission for Employment and Skills since 2007. Director of the McGraw-Hill Companies since 2007. Chairman of KPMG International until 2007. Chairman of Business in the Community from 2004 until 2007.

~~138~~

~~Barclays~~

~~Annual Report 2008~~

Committee ~~membership~~membership: ~~Member~~Chairman of the Board Audit Committee since March 2009 (member since January ~~2008. He will succeed Stephen Russell as Chairman~~2008). Member of the Board ~~Audit~~Risk Committee ~~in March~~since May 2009.

~~9. Sir Nigel Rudd, DL~~

~~Deputy Chairman~~

~~Non-executive Director~~ ~~(Age 62)~~

Sir Nigel is non-executive Chairman of Pendragon PLC and BAA Limited. He is also Deputy Chairman of Invensys plc and a non-executive Director of BAE Systems PLC and Sappi Limited. He was formerly Chairman of Alliance Boots PLC.

~~Term of office~~ ~~Sir Nigel joined the Board in February 1996 and was appointed Deputy Chairman in September 2004. Sir Nigel will retire from the Board at the 2009 AGM in April.~~

~~Independent~~ ~~Yes~~

~~External appointments~~ Chairman of Pendragon PLC since 1989. Non-executve Director and Deputy Chairman of Invensys plc since January 2009. Chairman of Alliance Boots PLC until 2007. Director of Pilkington PLC until 2006. Director of Kidde PLC until 2003.

~~Committee membership~~ Member of ~~the~~ Board Corporate Governance and Nominations Committee since ~~October 2001. Chairman of the Barclays Brand and Reputation Committee.~~May 2009.

~~10. Stephen Russell~~

~~Non-executive Director~~ ~~(Age 63)~~

Stephen was Chief Executive of Boots Group PLC from 2000 until 2003, having worked for Boots since 1967. He has held a number of non-executive positions and is currently a non-executive Director of Network Rail and Network Rail Infrastructure Limited. He is a trustee of St. John’s Ambulance and Tommy’s the Baby Charity, is on the Council of Nottingham University andSir John is Chairman of ~~Business Control Solutions Group.~~

~~Term of office~~ ~~Stephen joined the Board in October 2000 on completion of the acquisition of Woolwich PLC. Stephen was last re-elected by shareholders at the AGM in 2007.~~

~~Independent~~ ~~Yes~~

~~External appointments~~ Non-executive Director of Network Rail since September 2007. Trustee of St John’s Ambulance since 2005. Chairman of Business Control Solutions Group since 2005. Trustee of Tommy’s the Baby Charity since 2003. Member of the Council of Nottingham University since 2003. Chief Executive of Boots Group PLC until 2003.

~~Committee membership~~ Chairman of the Board Audit Committee since April 2003 (member since October 2000). He will be succeeded by Sir Michael Rake as Chairman of the Board Audit Committee in March 2009. Member of the Board Corporate Governance and Nominations Committee since September 2004. Member of the Board Risk Committee since October 2001 (Chairman from September 2004-December 2005).

~~11. Sir John Sunderland~~

~~Non-executive Director~~ ~~(Age 63)~~

~~Sir John~~Merlin Entertainments Limited. Until July 2008 he was Chairman of Cadbury Schweppes PLC, ~~until July 2008~~ having worked at Cadbury’s in various roles, including that of Chief Executive, since 1968. He is ~~Deputy President of the Chartered Management Institute,~~ a Director of the Financial Reporting Council, an Adviser to CVC Capital Partners, an Association Member of BUPA and a Governor of both Reading and Aston University Councils.

Term of ~~office~~office:Sir John joined the Board in June 2005. Sir John was last re-elected by shareholders at the AGM in ~~2008.~~2009.

~~Independent~~Independent:Yes

External ~~appointments~~appointments:Chairman of Merlin Entertainments Limited since December 2009. Deputy President of the Chartered Management Institute ~~since 2008~~2008-2009 (President 2007-2008). Director of the Financial Reporting Council since 2004. Adviser to CVC Capital Partners. ~~Association Member of BUPA. Governor, Aston University Council. Governor, Reading University Council.~~ Chairman of Cadbury Schweppes PLC until July 2008. Deputy President of the CBI tountil June 2008 ~~(member since 2003~~(former member and ~~President until December 2006)~~President). ~~President of ISBA (the Incorporated Society of British Advertisers) until 2005. President of the Food and Drink Federation until 2005.~~ Non-executive Director of the Rank Group PLC until 2006. ~~Former Advisory Board Member of Trinsum Group.~~

Committee ~~membership~~membership:Member of the Board Corporate Governance and Nominations Committee since September 2006. Member of the Board HR and Remuneration Committee since July 2005.

~~12. Patience Wheatcroft~~

~~Non-executive Director~~ ~~(Age 57)~~

Patience was an established financial journalist and national newspaper editor, having worked as Editor of the Sunday Telegraph from 2006 to 2007 and Business and City Editor of The Times from 1997-2006. She is a non-executive Director of Shaftesbury PLC, a member of the UK/India Round Table and a member of the British Olympic Association Advisory Board. She is also a member of the Council of the Royal Albert Hall and Chair of the Forensic Audit Panel.

~~Term of office~~ ~~Patience joined the Board in January 2008. Patience was last re-elected by shareholders at the AGM in 2008 following her appointment.~~

~~Independent~~ ~~Yes~~

~~External appointments~~ Non-executive Director of Shaftesbury PLC since 2008. Member of the UK/India Round Table. Member of the British Olympic Association Advisory Board since 2007. Member of the Council of the Royal Albert Hall. Chair of the Forensic Audit Panel since 2008. Editor of the Sunday Telegraph until 2007. Business and City Editor of The Times until 2006.

~~Committee membership~~ ~~Member of the Barclays Brand and Reputation Committee.~~

~~13. John Varley~~

~~Group Chief Executive~~

~~Executive Director and Chairman of Executive Committee~~ ~~(Age 52)~~

John was appointed Group Chief Executive of Barclays on 1st September 2004, prior to which he had been Group Deputy Chief Executive from 1st January 2004. He joined Barclays in 1982 and has held various positions across the Group, including the position of Group Finance Director from 2000 until the end of 2003. He was Chief Executive of Retail Financial Services from 1998 to 2000 and Chairman of the Asset Management Division from 1995 to 1998. Following the sale of BGI, John is a non-executive Director of BlackRock, Inc. John is also a non-executive Director of AstraZeneca PLC. He is ~~also~~ Chairman of Business Action on Homelessness, President of the Employer’s Forum on Disability, Honorary President of the UK Drug Policy Commission and a member of the International Advisory Panel of the Monetary Authority of Singapore.

Term of ~~office~~office:John joined the Executive Committee in September 1996 and was appointed to the Board in June 1998. John was last re-elected ~~by shareholders~~ at the AGM in ~~2007.~~2009.

External ~~appointments~~appointments:Non-executive Director of BlackRock, Inc since December 2009. Non-executive Director of AstraZeneca PLC since 2006. Non-executive Director of British Grolux Investments Limited since 1999. Chairman of Business Action on Homelessness since 2006. President of the Employer’s Forum on Disability since 2005. Honorary President of the UK Drug Policy Commission since 2007. Member of the International Advisory Panel of the Monetary Authority of Singapore since 2006.

~~14.~~

Robert E Diamond Jr

~~President, Barclays PLC and CEO, Investment Banking and Investment Management~~

~~Executive Director and member of Executive Committee~~ ~~(Age 57)~~

~~Bob~~ is responsible for the Corporate and Investment Banking and ~~Investment~~Wealth Management ~~business~~businesses of the Barclays Group, comprising of Barclays Capital, Barclays ~~Global Investors~~Corporate and Barclays Wealth. ~~He previously worked for Morgan Stanley and CS First Boston, where he~~Bob was ~~Vice-Chairman~~formerly Vice Chairman and Head of Global Fixed Income and Foreign ~~Exchange.~~Exchange at CS First Boston and he was a member of the Executive Board and Operating Committee of CS First Boston. Following the sale of BGI, Bob is a non-executive Director of BlackRock, Inc.

Term of ~~office~~office:Bob was appointed President ~~of Barclays PLC~~ and became an executive Director in June 2005. He has been a member of the Barclays Executive Committee since September 1997. Bob was last re-elected by shareholders at the AGM in ~~2006, following his appointment.~~2009.

External ~~appointments~~appointments:Non-executive Director of BlackRock, Inc. Chairman, Board of Trustees of Colby College, Waterville, Maine. Chairman, Old Vic Productions ~~PLC since September 2007.~~Plc. Trustee, The Mayor’s Fund for London. Member of the Advisory Board, Judge Business School. Member of International Advisory Board, British-American Business Council. Life Member of The Council on Foreign Relations. Member of The International Advisory Board, The Atlantic Council.

~~15. Christopher Lucas~~

~~Group Finance Director~~

~~Executive Director and member of Executive Committee~~ ~~(Age 48)~~

Chris has worked across financial services for most of his career, including three years in New York as Head of the US Banking Audit Practice of PricewaterhouseCoopers LLP. Chris joined Barclays from PricewaterhouseCoopers LLP, where he was UK Head of Financial Services and Global Head of Banking and Capital Markets. He was Global Relationship Partner for Barclays for the ~~1999–2004~~1999-2004 financial years and subsequently held similar roles for other global financial services organisations.

Term of ~~office~~office:Chris was appointed Group Finance Director and became a member of the Executive Committee in April 2007. Chris was last re-elected by shareholders at the AGM in ~~2007, following his appointment.~~2009.

External ~~appointments~~appointments:UK Head of Financial Services and Global Head of Banking and Capital Markets of PricewaterhouseCoopers LLP until 2006.

~~16. Frederik (Frits) Seegers~~

~~Chief Executive, Global Retail and Commercial Banking~~

~~Executive Director and member of Executive Committee~~ ~~(Age 50)~~

Frits is responsible for the Global Retail and Commercial Banking business of the Barclays Group, which includes UK Retail Banking, Barclays Commercial Bank, Barclaycard, GRCB – Western Europe, GRCB – Emerging Markets and GRCB – Absa. Frits joined Barclays from Citigroup where he held a number of senior positions over the 17 years he worked there. Most recently, he was CEO Global Consumer Group with a remit covering all retail operations in Europe, the Middle East and Africa. He was also a member of the Citigroup Operating Committee and the Citigroup Management Committee. He was CEO of Consumer Banking for Asia Pacific, covering 11 consumer markets, between 2001 and 2004. Under his leadership, this region was the fastest growing part of Citigroup. Frits was a non-executive Director of Absa Group Limited from 2006 until February 2009.

~~Term of office~~ ~~Frits joined the Board and the Executive Committee in July 2006. Frits was last re-elected by shareholders at the AGM in 2007, following his appointment.~~

~~External appointments~~ ~~Chief Executive Officer of Citigroup International PLC until 2006.~~


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LOGO

See page 120 for full biography

LOGO

Jerry is responsible for the firm’s Global Markets businesses, encompassing the Trading, Sales and Research functions globally. He joined Barclays Capital in June 1997 from Bankers Trust in London where he had been a Senior Managing Director of Derivatives Products, responsible for the European business. Prior to this, he was based in Toronto, Canada, where he was responsible for the Canadian Dollar interest rate derivatives business. Before Bankers Trust, he worked for the Bank of Nova Scotia. Jerry currently serves on the Boards of SIFMA (Securities Industry and Financial Markets Association), Room to Read and Queen’s University.

Mark joined Barclays as Group General Counsel in 2003. Included within his area of responsibility are legal and regulatory compliance issues throughout the bank. He chairs the Group Operating Committee and Group Governance and Control Committee. Previously, Mark was a partner in the international law firm, Clifford Chance, where his practice spanned bank finance, capital markets and financial services regulation. He spent four years at UBS as General Counsel of its investment bank. Mark is past Chairman of the General Counsel 100 Group and of the Board of the International Swaps and Derivatives Association (ISDA). He is a Governor of the College of Law.

Antony was appointed Chief Executive of Global Retail Banking and joined the Barclays Executive Committee in November 2009. Prior to that he had been Chief Executive of Barclaycard since January 2006. Antony is a Barclays appointed non-executive Director of Absa, which is majority owned by Barclays. Since October 2008, Antony has been on the Board of Visa Europe Ltd.

Tom joined Barclays in September 1996 after 18 years at JP Morgan where he held a number of roles, including Head of Fixed Income Sales, Trading and Research, and was responsible for all activities with investors in the United States. He has served on the US Treasury Borrowing Advisory Committee and is a former Chair of the US Bond Market Association, a predecessor organisation to SIFMA (Securities Industry and Financial Markets Association).

LOGO

Robert has been the Chief Risk Officer for Barclays Group since 2004. He first joined Barclays in 2002 as Head of Risk Management at Barclays Capital. Robert is a non-executive Director of Absa, which is majority owned by Barclays. Before joining Barclays, Robert spent most of his career at JP Morgan in the capital markets, fixed income, emerging market and credit areas in New York and London.

Maria is the Group Chief Executive of Absa Group Ltd, which is majority owned by Barclays. Prior to joining Absa on 1st March 2009, she was Group Chief Executive of Transnet Limited, the state-owned South African freight transport and logistics service provider. This was after a successful term as Director-General of the National Treasury (formerly the Department of Finance). Maria is an accomplished academic, who has previously taught at various institutions. She currently serves on the executive committees of the International Business Council, the World Bank Chief Economist Advisory Panel, Business Trust (South Africa), Business Leadership South Africa and the Banking Association of South Africa.

Rich joined Barclays Capital in 1994 and assumed responsibility for several of its support areas. He became Chief Operating Officer (COO) of Barclays Global Investors (BGI) and a member of the BGI Executive Committee in December 2002. In January 2005, Rich was appointed COO of Barclays Investment Banking and Investment Management businesses comprising Barclays Capital, Barclays Wealth and BGI. Prior to joining Barclays Capital, Rich held senior front-office, finance and technology positions at the Bank of Boston and the Bank of New England.

Cathy was appointed as Group Human Resources Director in April 2005 prior to which she held the position as Investor Relations Director for four years. In July 2008 her remit was extended to include Strategy, Corporate Affairs and Brand and Marketing. Prior to Barclays, Cathy was a Practice Leader at Ernst and Young and has previously held roles at Deloitte, Watson Wyatt, Percom and Volex Plc. Cathy is a Council Member of the Royal College of Art and a Board Member of the IFS School of Finance.

122

~~Barclays~~

~~Annual Report 2008~~

~~139~~

Directors’ report

Profit Attributable

The profit attributable to equity shareholders of Barclays PLC for the year amounted to ~~£4,382m,~~£9,393m, compared with ~~£4,417m~~£4,382m in ~~2007.~~2008.

Dividends

As announced on 13th October 2008, in the light of the new capital ratios agreed with the Financial Services Authority (FSA) and in recognition of the need to maximise capital resources in the current economic climate, the Board concluded that it would not be appropriate to pay aThe final ~~dividend for 2008. The Board intends to resume dividend payments in the second half of 2009, at which time it is intended to pay dividends quarterly. The interim~~ dividend for the year ended 31st December ~~2008~~2009 of ~~11.5p~~1.5p per ordinary share of 25p each has been agreed by the Directors. The final dividend was announced on 16th February 2010 for payment on 19th March 2010 in respect of the ordinary shares registered at the close of business on 26th February 2010. With the interim dividend of 1.0p per ordinary share that was paid on ~~1st October 2008 and~~11th December 2009, the total distribution for ~~2008~~2009 is ~~11.5p (2007: 34.0p~~2.5p (2008: 11.5p) per ordinary ~~share).~~share. The ~~staff shares were re-purchased by the Company during the year. The dividends~~interim and final dividend for ~~the year have absorbed a total of £915m (2007: £2,253m)~~2009 amounted to £289m (2008: £906m).

Share Capital

At the 2008 Annual General Meeting, shareholders approved the creation of Sterling, Dollar, Euro and Yen preference shares ~~(‘preference shares’)~~(preference shares) in order to provide the Group with more flexibility in managing its capital resources. As at ~~27th February 2009~~5th March 2010 (the latest practicable date for inclusion in this report) no preference shares have been issued.

~~In order to minimise the dilutive effect on existing shareholders of the issuance of 336,805,556 ordinary shares in 2007, at the start of 2008 the~~The Company ~~purchased in the market for cancellation 36,150,000 of its~~did not repurchase any ordinary shares of 25p each during 2009 (2008: 36,150,000 at a total cost of ~~£171,923,243 (this was in addition to the 299,547,510 shares purchased for cancellation in 2007)~~£171,923,243). ~~During 2008 the Company purchased all of its staff shares in issue, following approval for such purchase being given at the 2008 Annual General Meeting, at a total cost of £1,023,054.~~

As at ~~27th February 2009,~~5th March 2010, the Company had an unexpired authority to repurchase ordinary shares up to a maximum of ~~984,960,000~~837,620,130 ordinary shares. The authorised ordinary share capital was increased by 7,000 million ordinary shares at the Annual General Meeting held on 23rd April 2009.

The issued ordinary share capital was increased by ~~1,772m~~3,040 million ordinary shares during ~~2008.~~2009. In addition to those issued as a result of the exercise of options under the Sharesave and Executive Share Option Schemes during the year, the following share issues took place:

–

~~On 4th July 2008,~~During the ~~Company issued 168.9~~period 7th January to 30th June 2009, 2,642 million ~~new~~ ordinary shares ~~in a firm placing to Sumitomo Mitsui Banking Corporation.~~were issued following the conversion of Mandatorily Convertible Notes.

–

On ~~22nd July 2008, the Company issued 1,407.4~~28th October 2009, 379 million new ordinary shares following a placing to Qatar Holding LLC, Challenger Universal Limited (a company representing the beneficial interests of His Excellency Sheikh Hamad Bin Jassim Bin Jabr Al-Thani, the chairman of Qatar Holding LLC, and his family), China Development Bank, Temasek Holdings (Private) Limited and certain leading institutional shareholders and other investors, which shares were available for clawback in full by means of an open offer to existing shareholders. Valid applications under the open offer were received from qualifying shareholders in respect of approximately 267 million new ordinary shares in aggregate, representing 19.0% of the shares offered pursuant to the open offer. Accordingly, the remaining 1,140.3 million shares were allocated to the various investors with whom they had been conditionally placed.

–

~~On 18th September 2008, the Company issued 226 million new ordinary shares to certain institutional investors.~~

–

~~During the period 27th November 2008 to 31st December 2008, 33,000~~ ordinary shares were issued following ~~conversion~~the exercise of ~~Mandatorily Convertible Notes at the option of their holders.~~warrants to subscribe for ordinary shares.

At 31st December ~~2008~~2009, the issued ordinary share capital totalled ~~8,371,830,617~~11,411,577,230 shares. Ordinary shares represent 100% of the total issued share capital as at 31st December ~~2008.~~2009. Since 31st December 2009 628.3 million ordinary shares have been issued, of which 626.8 million were issued on exercise of Warrants on 17th February 2010. As at 5th March 2010, issued ordinary share capital was 12,039,880,284.

The Company’s ~~Memorandum and~~ Articles of Association, a summary of which can be found in the Shareholder Information section on pages ~~305-309,~~306 to 311, contain the following details, which are incorporated into this report by reference:

–

The structure of the Company’s capital, including the rights and obligations attaching to each class of shares.

–

Restrictions on the transfer of securities in the Company, including limitations on the holding of securities and requirements to obtain approvals for a transfer of securities.

–

Restrictions on voting rights.

–

The powers of the Directors, including in relation to issuing or buying back shares in accordance with the Companies Act ~~1985.~~2006. It will be proposed at the ~~2009~~2010 AGM that the Directors be granted new authorities to allot and ~~buy back~~buy-back shares under the Companies Act ~~1985.~~2006.

–

Rules that the Company has about the appointment and removal of Directors or amendments to the Company’s Articles of Association.

Employee Benefit Trusts ~~(‘EBTs’)~~(EBTs) operate in connection with certain of the Group’s Employee Share Plans ~~(‘Plans’)~~(Plans). The ~~Trustees~~trustees of the EBTs may exercise all rights attached to the shares in accordance with their fiduciary duties other than as specifically restricted in the relevant Plan governing documents. The trustees of the EBTs have informed the ~~Bank~~Company that their normal policy is to abstain from voting in respect of the Barclays shares held in trust. The trustees of the Sharepurchase EBT may vote in respect of Barclays shares held in the Sharepurchase EBT, but only at the discretion of the participants. The trustees will not otherwise vote in respect of shares held in the Sharepurchase EBT.

Mandatorily Convertible Notes

On 27th November 2008, Barclays Bank PLC issued £4,050m of 9.75% Mandatorily Convertible Notes (MCNs) maturing on 30th September 2009 toto: Qatar Holding ~~LLC,~~LLC; Challenger Universal Limited and entities representing the beneficial interests of HH Sheikh Mansour Bin Zayed Al Nahyan, a member of the Royal Family of Abu ~~Dhabi and~~Dhabi; existing institutional ~~shareholders~~shareholders; and other institutional investors. If not converted at the holders’ option beforehand, these instruments mandatorily ~~convert~~converted to ordinary shares of Barclays PLC on 30th June 2009. The conversion price iswas £1.53276 and, after taking into account MCNs that were converted on or before 31st December 2008, ~~will result~~resulted in the issue of 2,642 million new ordinary shares.

If there is a change of control of Barclays PLC following a takeover bid, Barclays PLC must (so far as legally possible) use all reasonable endeavours to cause the corporation which then controls Barclays PLC to execute a deed poll providing that the holders of the MCNs shall have the right (during the period ending on 30th June 2009) to convert the MCNs into, and to receive on a mandatory conversion, as the case may be, the class and amount of shares and other securities and property receivable upon such a takeover by the holders of the number of ordinary shares as would have been issued on conversion of the MCNs had such MCNs been converted immediately prior to the completion of such takeover.

The issue of new ordinary shares or certain other securities and rights of the Company, at any time during the period commencing on 27th November 2008 and ending on the date on which a holder exercises its optional conversion right or on the mandatory conversion date, at a price (the ‘Future Placing Price’) lower than the then current conversion price will (subject to exceptions for ordinary shares issued pursuant to employee share schemes, under the warrants or as a result of certain corporate events) result in a downward adjustment to the conversion price (subject to a minimum conversion price of the then par value per ordinary share (currently 25 pence)) so that it equals the Future Placing Price. The conversion price will also be subject to adjustment if the Company distributes an extraordinary dividend or if certain dilutive events occur, including bonus issues, rights issues or an adjustment to the nominal value or redenomination of the ordinary shares.

Private shareholders

Communication with our private shareholders has also been important during 2009. Personalised information was sent to shareholders for the ~~day.~~

~~John Varley also spent time giving presentations to colleagues~~AGM in April and the General Meeting in August, which included the Notice of Meeting, proxy form, Circular and a question and answer booklet about the proposed sale of BGI. Further documents were available on the Group’s ~~capital raising proposals. He kept colleagues up~~website and sent to ~~date~~shareholders on ~~how market conditions~~request.

We recommenced paying a dividend in December 2009 and will pay the final dividend for 2009 in March 2010.

The change in law that allows us to communicate electronically with shareholders has enabled us to use less paper, which benefits the environment and lowers distribution costs for the Group. All shareholder documents are available electronically as soon as they are published but shareholders can still receive communications in paper format if they wish. This year we will post the Notice of Meeting and proxy forms to all shareholders.

We encourage shareholders to hold their shares in Barclays Sharestore, where shares are held electronically in a cost-effective and secure environment. Shareholders can use our e-view service to receive their shareholder documents electronically and they can also use this service to get immediate access to information relating to their personal shareholding and dividend history. E-view participants can also change their details and dividend mandates online and receive dividend tax vouchers electronically.

Annual General Meeting/General Meeting

The 2009 AGM was held on 23rd April 2009 at the Queen Elizabeth II Conference Centre in London. In accordance with best practice, all resolutions were ~~affecting Barclays~~considered on a poll and the ~~decisions~~results were made available on our website the ~~Board was taking in respect~~same day. 53.1% of the ~~capital raising options that~~shares in issue were ~~available.~~voted and all resolutions were approved. All ~~colleagues were invited~~Directors are encouraged to attend the ~~presentations~~AGM and are available to answer shareholder questions. All Directors attended the 2009 AGM, with the exception of Simon Fraser, who was appointed to the Board on 10th March 2009 and had a prior commitment on the day of the AGM.

A general meeting (GM) was held on 6th August 2009, at the Brewery, London, where shareholders were asked to approve a resolution in ~~person or via conference call~~connection with the proposed sale of the BGI business and ~~John Varley answered questions raised by colleagues from around~~ancillary arrangements. 61.6% of the ~~world.~~shares in issue were voted on a poll and the resolution was approved. The results of the poll were made available on our website on the same day. The Group Chairman, all of the Executive Directors and two non-executive Directors, including the Deputy Chairman, attended the GM.

~~External matters~~

~~Directors are regularly briefed~~The 2010 AGM will be held on ~~market opinion~~Friday 30th April 2010 at the Royal Festival Hall in London. The resolutions will be considered on a poll and ~~receive copies of analyst research and press commentary. Further briefing material~~the results will be available on market conditions was sent to Directors during 2008 and Directors continue to receive relevant publications to keep them up to date with changing market opinion. Directors are invited to attend results presentations to meet with analysts and investors to enhance their awareness of market sentiment.our website on 30th April 2010.

~~Statement~~Group Chairman

Marcus Agius

OA819–144–1

Executive Directors

John Varley (Group Chief Executive)

ED819––––1

Bob Diamond

ED817––––1

Chris Lucas

ED819––––1

Frits Seegers (to 3rd November)

ED619––––1

Non-executive Directors

David Booth

I816–––51

Sir Richard Broadbent

(Deputy Chairman & Senior Independent Director)

I818–14451

Leigh Clifford

I87–11––1

Fulvio Conti

I81510–––1

Professor Dame Sandra Dawson (to 23rd April)

I3115–––1

Simon Fraser (from 10th March)^b

I71557–––

Reuben Jeffery III (from 16th July)

I42–––––

Sir Andrew Likierman

I81711––51

Sir Michael Rake

I81711–231

Sir Nigel Rudd (Deputy Chairman to 23rd April)

I311––1–1

Stephen Russell (to 31st October)

I6127–231

Sir John Sunderland

I817–144–1

Patience Wheatcroft (to 16th June)

I314––––1

Key

OAIndependent on appointment.

EDExecutive Director.

IIndependent non-executive Director.

Notes

In the case of Leigh Clifford, who is based in Australia, the time difference meant that he was not always able to participate in additional Board meetings called at short notice, but he was fully briefed on ~~US Corporate Governance Standards~~

~~The statement required~~the discussions by ~~NYSE is set out below.~~

~~Director independence~~

~~NYSE Rules require~~ the ~~majority~~Group Chairman or the Company Secretary.

b	Simon Fraser was appointed as a member of the Board Audit Committee and Board HR and Remuneration Committee with effect from 1st May 2009.


				131

LOGO

Corporate governance

Corporate governance report

essential for the Board to be fully effective. Figure 2 demonstrates the diverse range of skills and experience on the Board.

We have a strong independent element on the Board and more than half the Directors are independent non-executive Directors, which is in line with the recommendations of the Code. The balance of the Board is illustrated by Figure 3.

Independence of non-executive Directors

The Code sets out the circumstances that may be relevant to the Board in determining whether each non-executive Director is independent. In addition to these circumstances, Barclays ‘Charter of Expectations’ sets out specific criteria that the Board considers are essential behaviours in order to assess the independence of non-executive Directors. These criteria are as follows:

–

provides objective challenge to management;

–

is prepared to challenge others’ assumptions, beliefs or viewpoints as necessary for the good of the organisation;

–

questions intelligently, debates constructively, challenges rigorously and decides dispassionately;

–

is willing to stand up and defend their own beliefs and viewpoints in order to support the ultimate good of the organisation; and

–

has a good understanding of the organisation’s business and affairs to enable them to properly evaluate the information and responses provided by management.

The Board considers non-executive Director independence on an annual basis, as part of each Director’s performance evaluation. The Board Corporate Governance and Nominations Committee and the Board reviewed the independence of each non-executive Director in early 2010 and concluded that each of them continues to demonstrate these essential behaviours.

Board qualification

The Board benefits from the diverse range of skills, knowledge and experience that the non-executive and executive Directors have acquired as Directors of other companies or as business leaders in government or in academia. The Board also values the experience that our international Directors bring and aims to have diverse geographical experience on the Board, as illustrated by Figure 4. The effectiveness of the Board depends on ensuring the right balance of Directors with banking or financial experience and broader commercial experience.

External appointments

We recognise that there are significant advantages to individuals and to the Board as a whole of Barclays executive Directors serving on the Boards of other companies. In line with the Code recommendation, executive Directors may join the Board of one other listed company and all such appointments must be approved by the Board. Executive Directors must ensure that their external appointments do not involve excessive commitment or conflict of interest and their time commitment to Barclays must take precedence over any external appointment (other than those they undertake in connection with their duties at Barclays). Executive

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Directors may retain fees paid in connection with an external appointment and details of any fees received by executive Directors may be found in the Remuneration Report on page 145.

Conflicts of Interest

Under UK company law, all Directors must seek authorisation before taking up any position with another company that conflicts, or may possibly conflict, with the Barclays interests. Barclays Articles of Association contain provisions to allow the Directors to authorise situations of potential conflicts of interest so that a Director is not in breach of his duty under company law. All Directors must report any changes in their circumstances to the Board and the Board reserves the right to terminate the appointment of a non-executive Director if there are any material changes in their circumstances that may conflict with their commitments as a Barclays Director or that may impact on their independence. All existing external appointments for each Director have been authorised by the Board and each authorisation is set out in a Conflicts Register. The Board Corporate Governance and Nominations Committee is responsible for conducting an annual review of the Conflicts Register and confirming to the Board that, where relevant, conflicts are dealt with appropriately, and that the process for dealing with them is operating effectively. The Board Corporate Governance and Nominations Committee reviewed the Conflicts Register in early 2010 and concluded that conflicts had been appropriately authorised and that the process for authorisation is operating effectively.

Role of the Board and Board Corporate Governance and Nominations Committee

In addition to reviewing the size and composition of the Board, the Board Corporate Governance and Nominations Committee is also responsible for reviewing the balance on the Board and its principal Committees and recommending the appointment of any new Directors to the Board. It is essential that the Board is refreshed regularly to maintain the appropriate skills and experience and the Committee also considers length of tenure of each non-executive Director, which is set out in Figure 5. The biographies of the current Directors, which set out the details of their skills and experience, are on pages 119 and 120.

The Charter of Expectations, which forms part of ‘Corporate Governance in Barclays’ sets out detailed role profiles for each of the Board positions, including the Group Chairman, Deputy Chairman, Senior Independent Director and both non-executive and executive Directors. Before appointing a new Director, the Board Corporate Governance and Nominations Committee will consider the responsibilities general to all Directors and, in addition, the specific responsibilities required for each role. Non-executive Directors have a responsibility to constructively challenge and develop proposals on strategy and assess the

performance of management in implementing the Group’s strategy. As Deputy Chairman and Senior Independent Director, Sir Richard Broadbent has further responsibilities, which are set out in our Charter of Expectations, including conducting the performance review of the Group Chairman and meeting institutional investors.

Sir Richard Broadbent met privately during the year with the other non-executive Directors and the Group Chief Executive to discuss feedback he received on the Group Chairman’s performance. These results were shared with the Group Chairman. During 2008 and in the first few months of 2009 leading up to the Annual General Meeting (AGM), Sir Richard conducted a series of meetings and consultations with institutional shareholders to discuss the capital raisings. Sir Richard also met with institutional shareholders to discuss Barclays remuneration strategy and the external reviews into this area.

Time Commitment

The Charter of Expectations sets out the time commitment expected from each Director, with specific requirements for the Chairman, Deputy Chairman, Senior Independent Director and non-executive Directors. Additional time commitment expectations are set out for the Board Committee Chairmen and members. The expected time commitment, which is agreed with each individual, will not be less than a minimum of 20 days per annum. Certain non-executive Directors, including the Deputy Chairman, Committee Chairmen and Committee members, are expected to commit additional time, with the average time commitment for the non-executive Directors as a whole being in the range of 30-36 days per year. Sir Richard Broadbent, as Deputy Chairman and Senior Independent Director, is expected to commit to at least one day per week in carrying out his Barclays duties, but in practice spends significantly more time on Barclays business. Committee Chairmen are expected to commit between 3 and 10 days per year in addition to between 6 and 8 days per year for Committee members. The time commitment of each non-executive Director is decided on an individual basis, with six of the non-executive Directors committing over 30 days per year. Taking into account both Board and Board Committee requirements, the balance commit at least 28 days per year.

Re-election of Directors

In line with the recommendations of the Code, all Directors usually seek re-election every three years and any Directors that were appointed during the year seek re-election at the next AGM. For the 2010 AGM the Group Chairman, Marcus Agius, will offer himself for re-election as recommended by the Walker Review. In addition, the Deputy Chairman, Sir Richard Broadbent, the Chairmen of each principal Board Committee, David Booth,

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and Sir Michael Rake will also offer themselves for re-election. The Directors retiring by rotation, as required by our Articles, and offering themselves for re-election are Sir Andrew Likierman and Chris Lucas. Reuben Jeffery, who was appointed on 16th July 2009, is also offering himself for re-election.

Induction, business awareness and development

Each new Director receives an induction presentation, an information pack and a personalised induction programme. The induction presentation explains their responsibilities as a Director of a global, listed financial services company and sets out an overview of the Group and its businesses. The information pack gives details of the disclosures that Directors are required to make to comply with various laws and regulations. The personal induction programme, which is discussed with each new Director, is tailored to their needs so that they can gain a better understanding of the Group and its businesses. The induction programme typically involves two stages of meetings. The first involves sessions with each of the executive Directors, members of the Executive Committee and the heads of the main Group functions. These sessions include opportunities for the new Director to visit operational sites and meet with senior management and employees. The second stage includes additional sessions with the executive Directors and senior managers from each of the Group’s main business units to provide the new Director with in-depth information to develop a comprehensive understanding of those businesses. The sessions focus on the challenges, opportunities and risks that are faced by each business unit. Simon Fraser and Reuben Jeffery undertook their Board induction programmes during 2009. Additional induction programmes are put together for non-executive Directors who are joining any of the principal Board Committees and may include meetings with external advisers and the Group’s statutory auditor, where appropriate or relevant.

To ensure the Directors continue to further their understanding of the issues facing the Group we provide a comprehensive programme of business awareness training sessions and briefings on external technical matters. In early 2009, non-executive Directors were sent a questionnaire to seek their views on topics of interest, including business specific areas and technical issues. As a result, three in-depth briefing sessions on Basel II, Capital Management and Derivatives were arranged during 2009.

Attendees were sent pre-reading material for these sessions and interactive discussions were encouraged. Positive feedback was received from the non-executive Directors who attended these sessions and further sessions are planned for 2010.

During 2009, in response to the 2008 Board Effectiveness Review, a questionnaire was sent to non-executive Directors requesting feedback about the level of interaction with senior management below Board level. Following that feedback, and in addition to the regular presentations made to each Board meeting by senior managers, we aim to hold regular lunches for the non-executive Directors and senior management after Board meetings to encourage greater informal interaction between non-executive Directors and senior management.

External matters

Directors are regularly briefed on market opinion and receive copies of analyst research and press commentary. Further briefing material on market conditions was sent to Directors during 2009 and Directors continue to receive relevant publications to keep them up to date with changing market opinion, including a weekly commentary on the Barclays share price and analyst comment. Directors are invited to attend results presentations to meet with analysts and investors to enhance their awareness of market sentiment.

Functioning of the Board and evaluation of performance

Functioning of the Board

For the Board to function effectively, the non-executive Directors must contribute to Board discussions and challenge and test the proposals on strategy that are put forward by the executive Directors. The Board promotes an environment whereby challenge from the non-executive Directors is welcomed and encouraged, combined with full support for and empowerment of the executive Directors in implementing decisions.

The Board Committees

Certain responsibilities of the Board are delegated to Board Committees to assist the Board in carrying out its functions and to ensure independent oversight of internal control and risk management. The four principal Board Committees (the Board Audit Committee, the Board Corporate Governance and Nominations Committee, the Board HR and Remuneration Committee and the Board Risk Committee) play an essential role in supporting the Board in fulfilling its responsibilities and ensuring that the highest standards of corporate governance are maintained throughout the Group. Each Board Committee reports to the Board following each of its meetings and the minutes of each Board Committee meeting are circulated to the Board. This report sets out how the Board and its Committees work within the governance framework and corporate governance guidelines.

Current membership of the Board Committees


	Board Audit Committee	Board Corporate Governance & Nominations Committee	Board HR & Remuneration Committee	Board Risk Committee
Marcus Agius	–	C	M	–
David Booth	–	M	–	C
Sir Richard Broadbent	–	M	C	M
Leigh Clifford	–	–	M	–
Fulvio Conti	M	–	–	–
Simon Fraser	M	–	M	–
Reuben Jeffery III	–	–	–	M
Sir Andrew Likierman	M	–	–	M
Sir Michael Rake	C	M	–	M
Sir John Sunderland	–	M	M	–

Key

C Chairman

M Member


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All members of the principal Board Committees are independent non-executive Directors, although the Group Chairman is a member of the Board HR and Remuneration Committee, as permitted by the Code for a Chairman who was independent on appointment. The Group Chairman is also Chairman of the Board Corporate Governance and Nominations Committee.

Each Committee’s terms of reference set out the specific matters for which delegated authority has been given by the Board. These terms of reference are reviewed annually and are available on our website at:www.barclays.com/corporategovernance. A summary of the terms of reference is set out in the table below.

Board Audit Committee

Sir Michael Rake (Chairman from 31st March 2009)

Fulvio Conti

Simon Fraser (from 1st May 2009)

Sir Andrew Likierman

Stephen Russell (to 31st October 2009) (Chairman to 31st March 2009)

Secretary

Lawrence Dickinson

In addition to the members of the Committee, there are a number of regular attendees at each meeting. The Group Chief Executive, Group Finance Director, Barclays Internal Audit Director, Chief Risk Officer, Group General Counsel and the lead external audit partner normally attend all scheduled Board Audit Committee meetings. The Board Audit Committee members usually meet before each meeting, without any executive Directors or senior management present, to raise any questions and discuss issues with the Chairman of the meeting. They also meet with the external auditors and the Barclays Internal Audit Director, without management present, at the end of most Committee meetings.

Sir Andrew Likierman continues to fulfil his role as the ‘financial expert’ as defined by the US Sarbanes-Oxley Act of 2002 and, as a result of his accountancy background and his career with HM Treasury, has ‘recent and relevant financial experience’ as recommended by the Code. Sir Michael Rake succeeded Stephen Russell as Chairman of the Committee in March 2009.

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Board Audit Committee Chairman’s Statement

I took over from Stephen Russell as Chairman of the Board Audit Committee at the end of March. I would like to thank Stephen for his hard work and diligence as Chairman of the Committee and for the support provided to me during the handover period.

Since becoming Chairman, I have focused the work of the Committee on the following key areas:

–

Capital;

–

Liquidity;

–

Impairment;

–

Credit Market Exposures and Mark to Market valuations; and

–

Key Control Issues.

In terms of capital and liquidity, the Committee receives quarterly reports setting out current and forecast capital ratios, the size of the buffer above minimum capital requirements and the potential impact on capital ratios of stress scenarios. The liquidity section of the report reviews the Group’s liquidity risk profile, including movements in retail and commercial deposits, the wholesale funding maturity profile and the potential impact on the Group’s liquidity position of stress scenarios. The Committee’s regular review of these reports is one of the key processes enabling it to recommend to the Board, on a bi-annual basis, the going concern statement in the published annual and interim financial statements.

The Committee receives regular reports on current and forecast impairment. The report reviews trends in both retail and wholesale credit risk, in each case by business unit. The report also reviews the level of potential credit risk loans and the level of impairment held against them. A specific report on impairment methodology was commissioned by the Committee to ensure that it was satisfied with the methodologies in use across the Group. The impairment charge included in the interim and preliminary results announcements is specifically reviewed to ensure that the Committee is satisfied that the charge is appropriate. In arriving at this decision, a variety of factors are considered including:

–

actual performance versus forecast;

–

underlying portfolio trends;

–

the business environment;

–

compliance with Group impairment policy;

–

any adjustments to impairment model outputs;

–

Barclays position relative to peer banks; and

–

input from the Group’s external auditor.

The Committee continues to review closely the fair value of the Barclays Capital credit market exposures (including asset backed securities, commercial property exposure and leveraged credit positions) and the form and content of disclosures of these exposures. The review of the credit market exposure valuations includes a review of marks by key asset categories, movements in exposures (including sales/paydowns) and a review of underlying collateral by vintage and rating. The Committee receives at both the half-year and year-end and before each Interim Management Statement, a specific presentation from Barclays Capital’s Chief Operating Officer and discusses the valuations with the Group Finance Director, the Chief Risk Officer and, importantly, the Group’s external auditors. Confirmation is sought from independent Group control functions such as Risk and Finance, and the external auditors, that the individual marks are appropriate. The Committee continues to be reassured that there were no significant variations between the prices at which assets were sold and the underlying marks.

A specific focus was the sale of US$12.3bn of credit market assets to Protium Finance LP in September. I discussed the accounting treatment relating to the asset sale with both the Group Finance Director and the Group’s external auditor to ensure I was satisfied that it was appropriate. The Committee also reviewed the reclassification of certain financial assets originally classified as held for trading, and now considered as loans and receivables, again to ensure the accounting treatment was appropriate.

The Committee receives a quarterly report on Control Issues of Group Level Significance. This report identifies control weaknesses which could have a significant financial or non-financial impact. The Committee satisfies itself that the remediation programmes are appropriate and, in particular, sufficiently timely. It also monitors the ongoing remediation programme through to satisfactory resolution. The Committee also reviews the key risks and controls in each of the Group’s major business units, focusing in particular on those areas where the Group’s business is expanding or is deemed to be higher risk. It also undertakes more in-depth reviews of specific areas which it believes warrant close attention, including in 2009:

–

Know Your Customer and Anti-Money Laundering Controls;

–

Sanctions Compliance;

–

the use of direct sales agents, particularly in the Emerging Markets business; and

–

the Lehman Brothers North American business integration programme.

In addition to the five areas of focus outlined above, the Committee has been anxious to ensure that the downward pressure on costs in the current environment does not weaken the control environment. We have particularly monitored staffing levels in Internal Audit to ensure that it has the necessary resources to fulfil the agreed Audit Plan.

The Committee reviews the performance of the internal and external auditors annually. During 2009, a comprehensive external assessment of Internal Audit was undertaken. The review compared their practices to relevant standards, including those published by the Institute of Internal Auditors as well as regulatory standards and expectations in various jurisdictions and included peer group benchmarking. The review concluded that the Internal Audit function complies with the Institute of Internal Auditors’ Standards, is fit for purpose and provides independent assurance on which the Board may rely, with many examples of leading practice. Where suggestions for improvement were made, the Committee will monitor progress.

Feedback on the performance of the external auditors was again sought from key stakeholders in the Group via questionnaires with the results being presented to, and discussed by, the Committee. The Committee is fully satisfied with the performance of the Group’s external auditor and has recommended to the Board and to shareholders that the Group’s external auditor should be re-appointed as the Group’s auditors at the AGM on 30th April 2010. We are satisfied that the Group’s external auditor provides effective, independent challenge to management, which has been crucial in the current difficult environment, and has provided valued support to the Committee in the advice given and the clarity of their briefings and reports.

As Chairman of the Committee, I have liaised as appropriate with the Chairman of the Board HR and Remuneration Committee, particularly to draw attention to any specific aspects of the Group’s results which I feel he ought to be aware of when determining appropriate levels of compensation. I have also liaised with the Chairman of the Board Risk Committee to ensure our agendas are co-ordinated where necessary and to avoid any overlap/underlap in coverage. I am also a member of the Board Risk Committee, which helps to ensure close co-ordination between the two committees.

I also have a programme of visiting key businesses overseas, including attending meetings of local governance and control committees and the audit committees of key subsidiaries. During the year, I visited New York, Dubai and Johannesburg.

The Committee can confirm that it received sufficient, reliable and timely information from management to enable it to fulfil its responsibilities.

Sir Michael Rake

Chairman of the Board Audit Committee

9th March 2010


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Board Audit Committee Activities in 2009

The Committee met 11 times in 2009 and Figure 6 illustrates how the Committee allocated its time at those meetings. The items covered under each heading in Figure 6 are as follows:

Control Issues

–

reviewed internal control and risk management systems;

–

considered the effectiveness of the Group’s internal controls over financial reporting;

–

reviewed impairment methodologies; and

–

considered the Fraud Risk Control Framework.

Financial Results

–

reviewed the full year results, including market understanding and perception of those results;

–

reviewed the Annual Report and Accounts, half-year Results and Interim Management Statements; and

–

reviewed the Group’s accounting policies and the valuation of derivatives and credit market exposures.

Internal Audit Matters

–

received reports from the internal auditors;

–

monitored the performance of the Internal Audit function and received an external assessment review of the Internal Audit function; and

–

reviewed the Global Internal Audit Plan.

External Audit Matters

–

reviewed the effectiveness and independence of the Group statutory auditor;

–

approved the re-appointment, remuneration and engagement letter of the Group statutory auditor;

–

approved the global audit plan for 2009;

–

considered the provision of non-audit services by the Group statutory auditor – more details can be ~~independent.~~found in the box on page 137; and

–

~~The Code requires~~received reports from the external auditors.

Business Control Environment

–

received reports on Group Control Environment Key Trend Data and on the control environments in each of the following businesses or functions: UK Retail Banking, Barclays Commercial Bank, Barclays Wealth (Americas), Barclays Capital (including an update on the integration of the Lehman Brothers North American business), Barclaycard, Emerging Markets, Barclays Wealth, Western Europe, GRCB–Technology and Absa.

Governance and Compliance

–

considered the information it would require during the coming year to enable it to discharge its responsibilities given the significant changes in financial markets and economic conditions and the impact on the areas of focus for the Committee;

–

received reports on matters discussed at ~~least half~~the Board Risk Committee, which included information on mark to market valuations, impairment, capital and liquidity;

–

received regular reports on ‘Raising Concerns’, including whistleblowing;

–

received updates on Sarbanes-Oxley Section 404 compliance;

–

received updates on ‘Know Your Customer’, Anti-Money Laundering and Sanctions Compliance audits;

–

reviewed the effectiveness of subsidiary audit committees;

–

reviewed the recommendations from the Walker Review; and

–

reviewed its Terms of Reference to satisfy itself that they enable the Committee to fulfil its responsibilities.

Other

–

received updates on business continuity management; and

–

reviewed the regulatory issues.

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Non-Audit Services Policy

The Committee takes seriously its responsibility to put in place safeguards to auditor objectivity and independence. It has therefore established a policy on the provision of services by the Group’s statutory Auditor. The Policy describes the circumstances in which the Auditor may be permitted to undertake non-audit work for the Group. The Committee oversees compliance with the Policy and considers and approves requests to use the Auditor for non-audit work. Allowable services are pre-approved up to £100,000 or £25,000 in the case of certain taxation services. Any assignment where the expected fee is above the relevant threshold requires specific approval from the Committee or a member of the Committee. The Company Secretary and his team deal with day to day administration of the Policy, facilitating requests for approval by the Committee. The Committee receives a report at each meeting on the non-audit services provided by the Auditor and the Policy is reviewed by the Committee annually. Details of the services that are prohibited and allowed are set out below.

Services that are prohibited include:

–

bookkeeping;

–

design and implementation of financial information systems;

–

appraisal or valuation services;

–

actuarial services;

–

internal audit outsourcing;

–

management and Human Resource functions;

–

broker or dealer, investment advisor or investment banking services; and

–

legal, expert and tax services involving advocacy.

Allowable services that the Committee will consider for approval include:

–

statutory and regulatory audit services and regulatory non-audit services;

–

other attest and assurance services;

–

accountancy advice and training;

–

risk management and controls advice;

–

transaction support;

–

taxation services;

–

business support and recoveries; and

–

translation services.

Board Corporate Governance and Nominations Committee

Marcus Agius (Chairman)

David Booth (from 1st January 2010)

Sir Richard Broadbent

Sir Michael Rake

Stephen Russell (to 31st October 2009)

Sir John Sunderland

Secretary

Lawrence Dickinson

The meetings are also attended by the Group Chief Executive.

Board Corporate Governance and Nominations Committee Activities in 2009

The Committee met four times in 2009 and Figure 7 illustrates how the Committee allocated its time at those meetings. During 2009, the Committee:

–

regularly reviewed Board and Board Committee composition to ensure the right mix of skills and experience are present;

–

monitored the progress of the action plan arising from the 2008 Board Effectiveness Review and oversaw the conduct of the 2009 Board Effectiveness Review including reviewing the process for the Board, Committee and individual Review Director evaluations for 2009;

–

reviewed the corporate governance disclosures for the 2008 Annual Report and considered the proposed disclosures for 2009;

–

reviewed issues raised at corporate governance meetings held with institutional investors and investor bodies in the lead up to the AGM;

–

recommended the appointment of the new non-executive Directors to the Board and changes to Committee membership;

–

reviewed succession plans for the Executive Committee and the position of Group Chief Executive; and

–

reviewed its Terms of Reference to satisfy itself that they enable the Committee to fulfil its responsibilities.

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a	Included in ‘Board and Committee Composition’ for 2008.


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During 2009, the Committee reviewed the composition of the Board and its principal Committees at each of its meetings. Following those deliberations, the Committee recommended to the Board that Simon Fraser and Reuben Jeffery, who were both identified with the assistance of external search consultants, be appointed as non-executive Directors in March and July 2009 respectively. The Committee also recommended to the Board the following changes to Committee membership:

–

Sir Michael Rake succeeded Stephen Russell as Chairman of the Board ~~(excluding the Chairman) to be independent. The NYSE Rules contain detailed tests for determining whether~~Audit Committee on 31st March 2009 and was appointed as a ~~Director is independent, whereas the Code requires~~member of the Board ~~to determine whether each Director is independent in character~~Risk Committee and judgement and sets out criteria that may be relevant to that determination. We follow the Code’s recommendations as well as developing best practices among other UK public companies. The independence of our non-executive Directors is reviewed by the Board on an annual basis and it takes into account the guidance in the Code and the criteria we have established for determining independence, which are described on pages 147 and 148.

~~Board Committees~~

~~We have a~~ Board Corporate Governance and Nominations Committee with effect from 1st May 2009;

–

Simon Fraser was appointed as a member of the Board Audit Committee and a Board HR and Remuneration ~~(rather than Compensation)~~ Committee ~~both~~with effect from 1st May 2009;

–

Patience Wheatcroft was appointed as a member of ~~which are broadly similar in purpose~~the Board Risk Committee with effect from 1st May 2009;

–

David Booth succeeded Sir Richard Broadbent as Chairman of the Board Risk Committee and ~~constitution to the Committees required by the NYSE Rules and whose terms~~was appointed as a member of ~~reference comply with the Code’s requirements. As the Group Chairman was independent on appointment, the Code permits him to chair~~ the Board Corporate Governance and Nominations Committee with effect from 1st January 2010; and be

–

Reuben Jeffery was appointed as a member of the Board Risk Committee with effect from 1st January 2010.

The Committee oversees the Board Effectiveness Review and approves the Action Plan for the year ahead. Further details of the review and our evaluation statement are set out on page 140.

Board Risk Committee

Information on the role and activities of the Board Risk Committee and the Committee Chairman’s Statement can be found on pages 141 to 143 of this report under ‘Governance of Risk’.

Board HR and Remuneration Committee

Sir Richard Broadbent (Chairman)

Marcus Agius

Leigh Clifford

Simon Fraser (from 1st May 2009)

Sir John Sunderland

Secretary

Secretary: Patrick Gonsalves

Additional information on the role and activities of the Committee can be found in the Remuneration Report on pages 145 to 161. The Committee’s terms of reference have been updated to reflect the changes to its role and the recent developments in Corporate Governance and regulation.

Board HR and Remuneration Committee Activities in 2009

The Committee met 14 times in 2009 and Figure 8 illustrates how the Committee allocated its time at those meetings. During 2009 the Committee:

–

continued its review of the Group’s remuneration policies and ~~Remuneration Committee. Except~~practices to ensure that they remained appropriate and effective;

–

reviewed Executive and Executive Committee compensation;

–

reviewed various Pensions and Health and Safety matters;

–

monitored the implementation of the talent agenda;

–

considered incentive funding for ~~these appointments, both Committees are composed solely~~each main business area for 2010;

–

considered the alignment of ~~non-executive Directors, whom~~risk and compensation;

–

reviewed current and future, Group and business level long-term incentive arrangements;

–

obtained market data on remuneration levels in specified markets; and

–

reviewed regulatory developements in respect of compensation.

The Committee received valuable support and advice from its independent advisers, Towers Perrin MGMC (now Towers Watson), who attended four meetings in 2009.

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Management Committees

Executive Committee

John Varley, Group Chief Executive (Chairman)

Bob Diamond, Group President and Chief Executive, Corporate and Investment Banking and Wealth Management

Chris Lucas, Group Finance Director

Jerry del Missier, co-Chief Executive, Corporate and Investment Banking

Mark Harding, Group General Counsel

Antony Jenkins, Chief Executive, Global Retail Banking

Tom Kalaris, Chief Executive, Barclays Wealth

Robert Le Blanc, Chief Risk Officer

Maria Ramos, Chief Executive, Absa

Rich Ricci, co-Chief Executive, Corporate and Investment Banking

Cathy Turner, Group Human Resources Director

The Board delegates the responsibility for the day to day management of the Company to the Group Chief Executive and he is responsible for ensuring that the business is operating effectively. The Group Chief Executive chairs the Executive Committee, which supports him in this role. The Executive Committee is supported by a number of management committees, including the Disclosure Committee, the Group Governance and Control Committee, the Group Operating Committee, the Group Risk Oversight Committee and the Group Brand and Reputation Committee. The Executive Committee meets every fortnight to discuss strategy development and policies to recommend to the Board.

Disclosure Committee

Chris Lucas, Group Finance Director, is Chairman of the Disclosure Committee and the members of the Committee are the Company Secretary, Group General Counsel, Director Investor Relations, Chief Risk Officer, Barclays Corporate Affairs Director, Group Financial Controller and Barclays Treasurer. The Committee:

–

considers and reviews the ~~Board has determined~~preliminary and half-year results, Annual Report/Annual Report on Form 20-F and the Annual Review;

–

considers Interim Management Statements released to the Stock Exchange; and

–

considers the content, accuracy and tone of any other announcement that is proposed to be ~~independent. We follow~~made in accordance with the ~~Code recommendation~~FSA’s Disclosure and Transparency Rules.

The Committee reports to the Executive Committee and also reports to the Board Audit Committee, documenting its conclusions about the effectiveness of the design and operation of the disclosure controls and procedures. This, together with a joint report on internal controls from Barclays Internal Audit Director and the Chairman of the Group Governance and Control Committee, provides assurance to the Board Audit Committee as required by the Turnbull Review of Internal Controls and as recommended by the Code.

Evaluation of Board Performance

The Code recommends that an evaluation of the effectiveness of the Board and its Committees is conducted annually and the Walker Review further recommended that the process is externally facilitated at least every second or third year. We have undertaken externally facilitated performance evaluations annually since 2004 and an action plan has been agreed each year to progress any identified improvements. The evaluation in 2008 was independently facilitated by Egon Zehnder International and the following actions were agreed for 2009:

–

continued focus on the Board’s calendar of business to ensure that noncritical items are removed or kept to a ~~majority~~minimum, thereby ensuring that sufficient time can be allocated to items fundamental to the success of the Group;

–

refinements to the Board’s calendar of business, including additional time to be spent on items such as compensation strategy and succession planning;

–

review of the overall size of the Board;

–

refinements to the process for evaluating the performance of individual Directors; and

–

additional reporting on capital and liquidity.

Further details of these actions are set out under Board Activities in 2009 on page 128, and Board Corporate Governance and Nominations Committee Activities in 2009 on page 137. The Action Plan for 2009 was completed. The evaluation statement for 2009 is set out on page 140.


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Evaluation Statement

In light of changes in Board composition and the significant events of 2009, we reviewed our Board evaluation process before starting the review for 2009. This included considering whether or not to use an external facilitator and reviewing and interviewing a number of alternative external facilitators.

The Board Corporate Governance and Nominations Committee decided to use an external facilitator again in 2009. It felt that in order to get the maximum benefit from an evaluation exercise, interviews with Directors must be conducted as these tend to be far more informative than questionnaires alone. The Committee also felt that it was appropriate to conduct such an external review given the question-marks that have been raised over corporate governance in the sector and following publication of the Walker Review.

The 2009 evaluation was again independently facilitated by Egon Zehnder International. The Committee felt that their proposal for a refreshed approach to evaluation, including an increased emphasis on Board relationships and a broader remit with input being sought from key executives below Board level, was the most appropriate process. The Board confirms that it does not believe there is a conflict of interest in the business relationship with Egon Zehnder International as executive search consultants and Board evaluation facilitators, particularly as the Group has relationships with other search firms.

The evaluation process is rigorous and took the form of questionnaires, which were shortened this year to focus on the elements that need to be monitored. These questionnaires were completed by Director and other key executives, who then had individual interviews with Egon Zehnder. The individual meetings with Egon Zehnder focused on overall Board composition, a review of key decisions taken by the Board, the quality of information flows, the quality of debate, the effectiveness of the Board Committees and Board dynamics, particularly with a view to assessing whether the interaction of the Board creates a whole that is greater than the sum of its parts. The process underpinning key decisions taken by the Board during the year was also reviewed. In addition, the evaluation exercise seeks Directors’ views on the appropriate size and composition of the Board, including identifying any gaps in skills and experience around the Board table. The evaluation covered the following areas:

–

Group performance;

–

Strategy and performance objectives, including non-executive Director involvement;

–

Reporting to shareholders and stakeholders;

–

Structure, people and succession planning;

–

Decision-making processes, including the culture for effective challenge;

–

Information flows and presentations;

–

Board structure and composition, including non-executive experience and knowledge;

–

Board roles and responsibilities;

–

Board and management relationships;

–

Board Meetings; and

–

Board Committees.

The results of the evaluation were presented to the Board in February 2010. The results focused on key themes rather than on direct feedback from the questionnaires.

The themes that will form the basis of the action plan for 2010 include:

–

Board size and diversity;

–

holding additional Board meetings overseas, particularly given the increased size of our operations in the US;

–

increasing the visibility of senior executives below Board and Group Executive Committee ~~should be independent non-executive Directors, whereas~~level; and

–

improving the ~~NYSE Rules state that~~format of strategy presentations to the ~~Committee must be composed entirely~~Board.

I held private meetings with the non-executive Directors in early 2010 so that individual and general results could be discussed. Bespoke development plans are then agreed with each non-executive Director in relation to their own performance.

As Chairman, I had regular meetings with shareholders and kept the Board fully informed of their views. Details of communications with shareholders are set out on page 143 in the section on Relations with Shareholders.

LOGO

Marcus Agius

Group Chairman

9th March 2010


				141

LOGO

Governance of Risk

Board Risk Committee

David Booth (Chairman from 1st January 2010)

Sir Richard Broadbent (Chairman to 31st December 2009)

Reuben Jeffery III (from 1st January 2010)

Sir Andrew Likierman

Sir Michael Rake

Stephen Russell (to 31st October 2009)

Patience Wheatcroft (1st May-16th June 2009)

Secretary

Secretary: Lawrence Dickinson

In addition to the Members of the Committee, all meetings are usually attended by the Group Finance Director and Chief Risk Officer. Barclays Internal Audit Director, Group General Counsel and Barclays external auditor, as well as other senior executives, also attend meetings of the Board Risk Committee, where appropriate.

Board Risk Committee Chairman’s Statement

Context

Barclays has long recognised the importance of ensuring that the Board and its Committees devote sufficient attention to risk, particularly as it is only by taking appropriate levels of risk that Banks can make a profit. A Board level Risk Committee has been in existence since 1999 and a key role of the Committee is to analyse, understand and monitor the key risks taken by the business to generate profit and create shareholder value. The Committee focuses on risks taken deliberately and overtly, such as credit, market, capital and liquidity risk, rather than the risks of simply doing business, such as operational risk. The Committee, in analysing and monitoring risk, is acting on behalf of the Board and it was an essential part of my role as Chairman to ensure that the Committee alerts the Board to issues of concern.

The Committee itself is comprised solely of independent non-executive directors. However, the Group Finance Director and Chief Risk Officer attend each meeting as a matter of course and the Chief Risk Officer has a dotted reporting line to me as Chairman of the Committee. I have regular meetings with Robert Le Blanc, the Chief Risk Officer, who also has the right (and indeed responsibility) to elevate issues to me where he considers it necessary. I am also consulted by the Group Finance Director in respect of the performance appraisal and compensation of the Chief Risk Officer. His compensation is approved by the Board HR and Remuneration Committee and appointment to or departures from the role are a matter reserved to the Board.

The Committee is conscious, when undertaking its duties, that banks are in the business of taking risk. The aim of the risk function within Barclays and the Board Risk Committee itself is therefore not to minimise risk but to optimise it. This requires us to ensure that risks being taken are:

–

properly identified and understood, both in their own right and relative to their interactions with other risks we are taking;

–

appropriate, relative to the scale and type of ~~independent Directors. We comply~~our business;

–

affordable, particularly in relation to the capital base of the company;

–

properly controlled and managed; and

–

earning an appropriate return, i.e. , one commensurate with the ~~NYSE Rules regarding~~ risk taken.

How the Committee goes about its business.

It has been an essential feature of the operation of the Committee that the information flowing to the Committee is congruent with the information flow to Executive Committee. In the case of the Group Risk Profile Report (see below), the report is identical.

The Committee plans its forward programme and undertakes a number of key tasks throughout the course of the year in order to ensure it is satisfied with the way risk is being managed. A key role is to review in detail at the end of every year the proposed Risk Appetite for the forthcoming year, before recommending it to the Board.

The Committee monitors risk performance throughout the year to assess whether such performance is in line with expectations when the budget was set, adjusted for any differences in the performance of the economy. Where actual performance differs from expectations, the actions being taken by management are reviewed to ensure that the Committee is comfortable with them.

The Committee also reviews sectoral limits in both the wholesale and retail sectors and in market risk. The purpose of these limits, known internally as Mandate and Scale limits, is to ensure that concentrations in the risk profile do not result in unacceptable levels of losses.

The Committee, in conjunction with the risk function, also seeks to identify potential future areas of risk in order to undertake detailed analysis and review. A good example of this would be the Committee’s review of the US mortgage business, which was requested at the end of 2006. The Committee will also, as part of its calendar of business, review experience of past risk events and seek to identify any lessons learnt in order to ensure they are embedded into business practices. It also seeks to compare Barclays risk stance with those of others to understand the relative risk being taken.

The Committee also monitors the Group’s capital and liquidity position throughout the year to ensure they are within the agreed Risk Appetite parameters.

Finally, the Committee regularly reviews how risk is measured within the business in order to ensure it is satisfied with the risk measurement systems in place.


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continued

Activities in 2009

During 2009, the Committee undertook the following activities:

Reviewed a full Group Risk Profile Report quarterly.

The Group Risk Profile Report incorporates:

–

an economic overview;

–

an update on impairment charges and loan loss rates; – risk appetite utilisation; and

–

sections on retail and wholesale credit risk (by business unit), market risk and operational risk.

Capital and Liquidity

The Committee monitored movement in economic and regulatory capital demand and supply and the level of losses that could be experienced before minimum regulatory capital ratios are breached. The Committee also reviewed and recommended to the Board the liquidity risk appetite of the Group to ensure that sufficient liquidity is held to cover both market-wide and Barclays specific stress scenarios.

Key risk issues

Each year, the Committee ensures it has a forward programme of issues to analyse in detail. During 2009, the Committee analysed the risk profiles and controls in the following businesses:

–

the ~~obligation~~Commodities business in Barclays Capital;

–

the Emerging Markets business in GRCB; and

–

the US equities business.

The Committee also received regular reports on the Group’s exposures to the asset backed securities (ABS) and leveraged credit market exposures and how these were being managed down.

Stress Testing

The Committee reviewed and approved the scenarios to be used in the annual stress testing and reviewed the results of the tests themselves to ensure that the Group would remain adequately capitalised and liquid even under severe stress.

Risk Appetite

Risk appetite is set by agreeing the level of credit risk impairment the Group is prepared to accept in the base case economic forecast for the following year, together with impairment levels that would be incurred in economic scenarios that represent 1:7 and 1:25 events. A Daily Value at Risk limit and stress losses for market risk in 1:7 and 1:25 scenarios is also agreed, together with total loss limits from operational risk.

The financial results of the Group are budgeted in the base case and forecast in the stress scenarios to ensure that they do not breach a series of parameters agreed by the Committee. These parameters include pre-tax profit, return on equity, loan loss rates, capital ratios, leverage ratios, dividend and credit rating. A key focus, given current conditions, was to ensure that the capital ratio parameters (in respect of Tier 1 and Core Tier 1) were met at all times.

Follow up on risk issues

The Committee requested and received a report from the business on the lessons learnt from the sub-prime crisis. The losses in sub-prime arose from a systemic market collapse which was not foreseen by our risk processes, the rating agencies or the broader market. Subsequent events have highlighted areas for improvement in certain of our processes, particularly around the need to improve the aggregation of risk positions across all businesses and to include the potential for discontinuous moves in key parameters when setting

sector limits. Risk models in use in the business must also include more subjectivity and bespoke analysis when rating complex financial structures. Action is underway in all these areas.

Mandate and Scale Limits

The Committee reviewed the sectoral limits in place in both the Wholesale and Retail Credit Risk Sectors. These limits include commercial property caps (by geography), leveraged finance limits, high yield underwriting caps, limits to loans to lower grade names or credit scores and stress limits by different types of market risk (e.g. interest rate, foreign exchange, commodity).

Governance

The Committee spent time discussing both the Turner Review and the draft and final Walker Review and, in particular, how the recommendations should be reflected in the Committee’s terms of reference and way of working. Some minor changes have been made as a result.

Relationship with other Committees

The Committee must work closely with both the Board Audit Committee and the Board HR and Remuneration Committee. In respect of the Board Audit Committee, a schedule has been agreed setting out the key roles of each committee in areas such as capital and liquidity to ensure there is clarity of responsibility. The Committee discussed papers from the risk function on the assessment of business performance on a risk-adjusted basis and the proposals for risk metrics to be used in the 2010 compensation cycle, in both cases prior to submission to the Board HR and Remuneration Committee as an input into compensation decisions.

In conclusion, the Committee seeks to ensure that it achieves a balance each year between:

–

comparative analysis

–

reviewing our risk stance compared to ~~have~~that of our competitors in defined areas;

–

retrospective analysis

–

we undertake a ~~Board Audit Committee that meets~~retrospective review at least once a year of a selected area of risk;

–

trend analysis – we look once a year at underlying risk trends; and

–

technical analysis – we review at least once a year one technical area related to the ~~requirements~~measurement and management of ~~Rule 10A-3~~risk.

The quality of papers is vital to the work of the Committee, with papers typically including:

–

quantified analysis, including both absolute and relative data;

– information on returns; and

– financial parameters, such as performance against budget and capital utilisation.

The Committee provides a full written report to the Board after every meeting, which I introduce and answer questions about.

At the beginning of 2010, I handed over the Chairmanship of the Committee to David Booth after four stimulating and challenging years.

LOGO

Sir Richard Broadbent

Chairman of the Board Risk Committee

9th March 2010


				143

LOGO

Board Risk Committee (continued)

The Committee met five times in 2009 and Figure 9 shows how the Committee allocated its time at those meetings. The items covered under each heading in Figure 9 are as follows:

Risk Profile/Risk Appetite

–

Reviewed the Group Risk Profile Report (including updates on the Group’s capital position);

–

reviewed updates on liquidity risk;

–

reviewed in greater detail the process around setting annual Risk Appetite to establish the effectiveness of the ~~US Securities Exchange Act, including~~process in responding to significant changes in economic and market conditions;

–

reviewed the requirements relating to the independence of Committee members. In April 2008, we made an Annual Written Affirmation of our compliance with these requirements to the NYSE. The Code also requires us to have a Board Audit Committee comprised solely of independent non-executive Directors. However, we follow the Code recommendations, rather than the NYSE Rules regarding the responsibilities of the Board Audit Committee, although both are broadly comparable. We also have a Board Risk ~~Committee, comprised of independent non-executive Directors, which considers and discusses policies with respect to risk assessment and risk management.~~

~~Corporate Governance Guidelines~~

The NYSE Rules require domestic US companies to adopt and disclose corporate governance guidelines. There is no equivalent recommendation in the Code but the Board Corporate Governance and Nominations Committee has developed corporate governance guidelines, ‘Corporate Governance in Barclays’, which have been approved and adopted by the Board.

~~Code of Ethics~~

The NYSE Rules require that domestic US companies adopt and disclose a code of business conduct and ethics for Directors, officers and employees. Rather than a single consolidated code as envisaged in the NYSE Rules, we have a number of ‘values based’ business conduct and ethics policies which apply to all employees. In addition, we have adopted a Code of EthicsAppetite for the Group ~~Chief Executive~~for 2010 and ~~senior financial officers as required by the US Securities and Exchange Commission.~~

~~Shareholder approval of equity-compensation plans~~

The NYSE listing standards require that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions to those plans. We comply with UK requirements, which are similarmade recommendations to the ~~NYSE standards. However, the Board does not explicitly take into consideration the NYSE’s detailed definition of what are considered ‘material revisions’.~~Board; and

–

~~Relations with Shareholders~~

~~Institutional investors~~

A key priority for the Board in 2008 was communicating with shareholders, particularly ahead of the General Meeting in November 2008, and also afterwards in order to provide further details to shareholders on the key decision points during the capital raising process. In the normal course of events, the Board aims to keep shareholders up to date and informed about how the Company is performing and its strategy, whilst ensuring that it listens to the opinions of major shareholders and takes their views on board. Executive Directors and senior executives hold group and one to one meetings with major investors to ensure we are communicating effectively. Analyst research notes are distributed to Directors and our corporate brokers providereceived regular feedback to the Board. The Investor Relations team organise roadshows, seminars, conferences, presentations and other activities that enable the Directors to interact with investors. The Group Chairman, Senior Independent Director and Company Secretary conduct a series of meetings with the corporate governance representatives of our major institutional shareholders ahead of each AGM. Meetings were held with our major institutional shareholders to discuss the capital raising proposals.

~~Private shareholders~~

The Board has also tried to keep private shareholders up to date with information about the capital raising proposals during 2008. In June 2008, the Group Chairman sent a letter to shareholders regarding the Open Offer, which took place in July. Personalised forms were also sent to shareholders with a question and answer booklet to help explain the details of the Open Offer and how to complete the forms. Further documents were available on the Group’s website and sent to shareholders on request. In November, the Group Chairman sent a letter to shareholders and Notice of General Meeting,Future Risk Trends reports, which set out the ~~details~~internal and external indicators that are showing signs of strain and a report on future risk issues.

Key Risk Issues

–

reviewed risk trends in tax risk management;

–

received regular reports on ABS and leveraged credit market exposures; and

–

reviewed the Group’s stress testing proposals and outcomes.

Internal Control/Risk Policies

–

reviewed the internal control and assurance framework;

–

examined the risk control framework, and approved Group policies including the trading book policy, large exposures policy, liquidity policy, retail and wholesale credit impairment policies and the Group’s principal risks policy;

–

reviewed risk measurement methodologies; and

–

received updates on the programme of actions being taken Group-wide to mitigate risk in view of deteriorating economic conditions in our major markets, such as the UK, US, South Africa and Spain.

Regulatory Frameworks

–

reviewed the liquidity risk framework and underlying assumptions;

Other

–

revised its Terms of Reference, including its role in reviewing risks following the Group’s entry into new businesses or geographies; its role in reviewing capital ratios, liquidity risk and its input into remuneration decisions; the increased frequency of risk, capital and liquidity reporting and the setting up of an external advisers panel for the Committee; and

–

reviewed its Terms of Reference to satisfy itself that they enable the Committee to fulfil its responsibilities.

More information on risk management and the internal control framework can be found in the Risk management report on pages 54 to 118.

Relations with Shareholders

Communicating with shareholders is a key priority for the Board and was particularly important during the continuing financial crisis in 2009. In the normal course of events, the Board aims to keep shareholders up to date and informed about how Barclays is performing and its strategy. During 2009, there was significant additional communication around the sudden fall in the share price in January 2009, the proposed sale of the iShares business and the subsequent sale of BGI, for which we held a General Meeting in August 2009.

Institutional shareholders

Engagement with our institutional shareholders is essential to ensure a greater understanding of and confidence in the medium and longer-term strategy of Barclays and in the Board’s ability to oversee its implementation.

The Group Chairman and Senior Independent Director are responsible for ensuring the Board is accessible to major shareholders and that channels for communication are open. They are also responsible for ensuring that the Board is aware of any concerns raised by major shareholders and that their views are taken on board. The Group Chairman, Senior Independent Director, Group Chief Executive and Group Finance Director regularly meet with our investors and the executive Directors and senior executives hold group and one to one meetings with major investors. The Group Chairman, Senior Independent Director and Company Secretary also conduct a series of meetings with the corporate governance representatives of our major institutional shareholders ahead of each AGM. The Investor Relations team organise roadshows, seminars, conferences, presentations and other activities that enable the Directors to engage with investors and some of these are highlighted below:

–

over 100 meetings with US institutions following the acquisition of the Capital Raising that required shareholder approval. A follow-up letter was also sent to shareholders to inform them of developments and to advise shareholders that all Directors would offer themselves for re-election at the 2009 AGM and that the executive Directors had all agreed to waive their bonus for 2008. An open letter to shareholders, clients, customers and colleagues from theLehman Brothers North American businesses;

–

over 200 one-to-one meetings with investors (the Group Chairman and ~~Group Chief~~ Executive ~~was released to the London Stock Exchange on 26th January 2009 ahead of the publication of the annual results announcement on 9th February 2009.~~Committee members);

–

~~The change in the law that allows us to communicate electronically~~over 40 group meetings with ~~shareholders has enabled us to use less paper, which benefits the environment~~investors; and lowers distribution costs for the Group. All shareholder documents are available electronically as soon as they are published but shareholders can still receive communications in paper format if they wish. This year we will continue to post the Annual Review, Notice of Meeting and proxy forms to all shareholders.

–

In addition, the Investor Relations team also met nearly 150 investors in one to one and group meetings.

~~Barclays~~

LOGO

~~Annual Report 2008~~

~~155~~

~~Corporate governance~~

~~Corporate governance report~~

~~Annual General Meeting/General Meeting~~

The 2008 AGM was held on 24th April 2008 at The Queen Elizabeth II Conference Centre in London. In accordance with best practice, all resolutions were considered on a poll and the results were made available on our website the same day. 52.9% of the shares in issue were voted and all resolutions were approved. All Directors are encouraged to attend the AGM and are available to answer shareholder questions. All Directors attended the 2008 AGM, with the exception of Dr Danie Cronjé, who was retiring from the Board on that day. A class meeting of ordinary
144

Corporate governance

Corporate governance report

continued

Private shareholders was also held on 24th April 2008 for shareholders to consider the resolution of the AGM that created new preference share classes. 50.5% of the shares in issue were voted and the resolution was approved by shareholders.

A general meeting (GM) was held on 24th November 2008, at ExCel London, where shareholders were asked to approve resolutions in connection with the Capital Raising proposals. 60.8% of the shares in issue were voted on a poll and all resolutions were approved. The results of the poll were made available on our website on the same day. The Group Chairman, all of the executive Directors and four non-executive Directors, including the Senior Independent Director, Deputy Chairman and Board Audit Committee Chairman, attended the GM.

The 2009 AGM will be held on 23rd April 2009 at The Queen Elizabeth II Conference Centre in London. The Notice of Meeting is enclosed with this Annual Report as a separate document. The resolutions will be considered on a poll and the results will be available on our website on 23rd April 2009.

~~Signed on behalf of the Board~~

~~Marcus Agius~~

Communication with our private shareholders has also been important during 2009. Personalised information was sent to shareholders for the AGM in April and the General Meeting in August, which included the Notice of Meeting, proxy form, Circular and a question and answer booklet about the proposed sale of BGI. Further documents were available on the Group’s website and sent to shareholders on request.

We recommenced paying a dividend in December 2009 and will pay the final dividend for 2009 in March 2010.

Annual General Meeting/General Meeting

The 2009 AGM was held on 23rd April 2009 at the Queen Elizabeth II Conference Centre in London. In accordance with best practice, all resolutions were considered on a poll and the results were made available on our website the same day. 53.1% of the shares in issue were voted and all resolutions were approved. All Directors are encouraged to attend the AGM and are available to answer shareholder questions. All Directors attended the 2009 AGM, with the exception of Simon Fraser, who was appointed to the Board on 10th March 2009 and had a prior commitment on the day of the AGM.

A general meeting (GM) was held on 6th August 2009, at the Brewery, London, where shareholders were asked to approve a resolution in connection with the proposed sale of the BGI business and ancillary arrangements. 61.6% of the shares in issue were voted on a poll and the resolution was approved. The results of the poll were made available on our website on the same day. The Group Chairman, all of the Executive Directors and two non-executive Directors, including the Deputy Chairman, attended the GM.

The 2010 AGM will be held on Friday 30th April 2010 at the Royal Festival Hall in London. The resolutions will be considered on a poll and the results will be available on our website on 30th April 2010.

Group Chairman

~~5th March 2009~~

~~156~~

~~Barclays~~

~~Annual Report 2008~~

Marcus Agius

OA819–144–1

Executive Directors

John Varley (Group Chief Executive)

ED819––––1

Bob Diamond

ED817––––1

Chris Lucas

ED819––––1

Frits Seegers (to 3rd November)

ED619––––1

Non-executive Directors

David Booth

I816–––51

Sir Richard Broadbent

(Deputy Chairman & Senior Independent Director)

I818–14451

Leigh Clifford

I87–11––1

Fulvio Conti

I81510–––1

Professor Dame Sandra Dawson (to 23rd April)

I3115–––1

Simon Fraser (from 10th March)^b

I71557–––

Reuben Jeffery III (from 16th July)

I42–––––

Sir Andrew Likierman

I81711––51

Sir Michael Rake

I81711–231

Sir Nigel Rudd (Deputy Chairman to 23rd April)

I311––1–1

Stephen Russell (to 31st October)

I6127–231

Sir John Sunderland

I817–144–1

Patience Wheatcroft (to 16th June)

I314––––1

Key

OAIndependent on appointment.

EDExecutive Director.

IIndependent non-executive Director.

Notes

~~Corporate governance~~

~~Remuneration Report~~

~~Statement from~~
a In the case of Leigh Clifford, who is based in Australia, the time difference meant that he was not always able to participate in additional Board meetings called at short notice, but he was fully briefed on the discussions by the Group Chairman or the Company Secretary.

Simon Fraser was appointed as a member of the Board Audit Committee and Board HR and Remuneration Committee

~~Context~~

The disruption in the capital markets that commenced in 2007 deepened in 2008 resulting in one of the most challenging years ever for the global financial services sector. As 2008 closed it was clear that the depth of the financial crisis was so severe that a significant global economic downturn was unavoidable. The extent to which remuneration structures may have played a role in contributing to the financial crisis was still being debated and under scrutiny as this statement was written. Whatever outcomes prevail it is certain the remuneration structures will be different in the future.

As a consequence of events, the Committee commenced its deliberations for the 2008 performance year earlier than usual and met more times than is typical. The agenda rapidly developed into two work streams: first, the immediate decisions for 2008; and, second, the long-term shape of remuneration. Work continues on the latter and will extend into with effect from 1st May 2009. ~~Our guiding principle throughout all decisions has been ‘pay for performance’.~~

~~2008~~

Barclays delivered profit of £6,077m, 14% lower than 2007. Although profitability, on an absolute and relative basis, compares favourably across the sector, several features of performance resulted in a more severe reduction in variable remuneration:

~~The significant under performance of the share price and the absolute reduction in market capitalisation (£20bn in 2008)~~


				131

2.	~~The decision not to pay a final dividend for 2008~~

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Corporate governance

Corporate governance report

essential for the Board to be fully effective. Figure 2 demonstrates the diverse range of skills and experience on the Board.

Independence of non-executive Directors

–

~~The significantly lower absolute performance and weaker earnings in Barclays Capital~~

~~The variable pay~~provides objective challenge to management;

–

is prepared to challenge others’ assumptions, beliefs or viewpoints as necessary for the ~~Group reduced 48% relative~~good of the organisation;

–

questions intelligently, debates constructively, challenges rigorously and decides dispassionately;

–

is willing to ~~2007. Accountability rests at~~stand up and defend their own beliefs and viewpoints in order to support the ~~most senior levels~~ultimate good of the organisation; and ~~key factors relating~~

–

has a good understanding of the organisation’s business and affairs to ~~executive Directors include:~~

–

~~zero annual performance bonus for 2008~~enable them to properly evaluate the information and responses provided by management.

–

~~no salary increases~~

Board qualification

External appointments

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Note

a	Individual directors may fall into one or more categories.


132

Corporate governance

Corporate governance report

continued

Directors may retain fees paid in connection with an external appointment and details of any fees received by executive Directors may be found in the Remuneration Report on page 145.

Conflicts of Interest

Role of the Board and Board Corporate Governance and Nominations Committee

Time Commitment

Re-election of Directors

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				133

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Corporate governance

Corporate governance report

Induction, business awareness and development

External matters

Functioning of the Board and evaluation of performance

Functioning of the Board

The Board Committees

Current membership of the Board Committees


	Board Audit Committee	Board Corporate Governance & Nominations Committee	Board HR & Remuneration Committee	Board Risk Committee
Marcus Agius	–	C	M	–
David Booth	–	M	–	C
Sir Richard Broadbent	–	M	C	M
Leigh Clifford	–	–	M	–
Fulvio Conti	M	–	–	–
Simon Fraser	M	–	M	–
Reuben Jeffery III	–	–	–	M
Sir Andrew Likierman	M	–	–	M
Sir Michael Rake	C	M	–	M
Sir John Sunderland	–	M	M	–

Key

C Chairman

M Member


134

Corporate governance

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continued

Board Audit Committee

Sir Michael Rake (Chairman from 31st March 2009)

Fulvio Conti

Simon Fraser (from 1st May 2009)

Sir Andrew Likierman

Stephen Russell (to 31st October 2009) (Chairman to 31st March 2009)

Secretary

Lawrence Dickinson

LOGO


				135

LOGO

Board Audit Committee Chairman’s Statement

Since becoming Chairman, I have focused the work of the Committee on the following key areas:

–

Capital;

–

Liquidity;

–

Impairment;

–

Credit Market Exposures and Mark to Market valuations; and

–

Key Control Issues.

–

actual performance versus forecast;

–

underlying portfolio trends;

–

the business environment;

–

compliance with Group impairment policy;

–

any adjustments to impairment model outputs;

–

Barclays position relative to peer banks; and

–

input from the Group’s external auditor.

–

Know Your Customer and Anti-Money Laundering Controls;

–

Sanctions Compliance;

–

the use of direct sales agents, particularly in the Emerging Markets business; and

–

the Lehman Brothers North American business integration programme.

The Committee can confirm that it received sufficient, reliable and timely information from management to enable it to fulfil its responsibilities.

Sir Michael Rake

Chairman of the Board Audit Committee

9th March 2010


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Corporate governance

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continued

Board Audit Committee Activities in 2009

The Committee met 11 times in 2009 and Figure 6 illustrates how the Committee allocated its time at those meetings. The items covered under each heading in Figure 6 are as follows:

Control Issues

–

reviewed internal control and risk management systems;

–

considered the effectiveness of the Group’s internal controls over financial reporting;

–

reviewed impairment methodologies; and

–

considered the Fraud Risk Control Framework.

Financial Results

–

reviewed the full year results, including market understanding and perception of those results;

–

reviewed the Annual Report and Accounts, half-year Results and Interim Management Statements; and

–

reviewed the Group’s accounting policies and the valuation of derivatives and credit market exposures.

Internal Audit Matters

–

received reports from the internal auditors;

–

monitored the performance of the Internal Audit function and received an external assessment review of the Internal Audit function; and

–

reviewed the Global Internal Audit Plan.

External Audit Matters

–

reviewed the effectiveness and independence of the Group statutory auditor;

–

approved the re-appointment, remuneration and engagement letter of the Group statutory auditor;

–

approved the global audit plan for 2009;

–

considered the provision of non-audit services by the Group statutory auditor – more details can be found in the box on page 137; and

–

received reports from the external auditors.

–

executive Directors who have long-term performance shares due to be released in 2009 shall agree that these be deferred for a further two years and subject to additional financial performance over that period.

Business Control Environment

–

~~the total 2009 long-term awards are 64% lower than last year, with no awards for the Chief Executive and President.~~

~~An assessment~~received reports on Group Control Environment Key Trend Data and on the control environments in each of the following businesses or functions: UK Retail Banking, Barclays ~~remuneration structures~~Commercial Bank, Barclays Wealth (Americas), Barclays Capital (including an update on the integration of the Lehman Brothers North American business), Barclaycard, Emerging Markets, Barclays Wealth, Western Europe, GRCB–Technology and ~~how well~~Absa.

Governance and Compliance

–

considered the ~~calibration had worked~~information it would require during ~~this stressed period shows~~the coming year to enable it to discharge its responsibilities given the significant ~~alignment with shareholders:~~

–

~~the existing long-term performance share plan award cycles (2007/09 and 2008/10) are not expected to vest~~

–

the cumulative effect of delivering significant proportions of remuneration in Barclays shares (which are typically held on a long- term basis) has resulted in the executive Directors’ share interests decreasing in value by an aggregate of £63m in 2008, which when added to the decrease of £32m in 2007 totals £95m for the two year period

–

~~the value of employee interests in shares under Barclays employee share plans has decreased over 2007 and 2008 by approximately £2bn.~~changes in financial markets and economic conditions and the impact on the areas of focus for the Committee;

–

~~Future~~received reports on matters discussed at the Board Risk Committee, which included information on mark to market valuations, impairment, capital and liquidity;

–

received regular reports on ‘Raising Concerns’, including whistleblowing;

–

received updates on Sarbanes-Oxley Section 404 compliance;

–

received updates on ‘Know Your Customer’, Anti-Money Laundering and Sanctions Compliance audits;

–

reviewed the effectiveness of ~~Remuneration~~subsidiary audit committees;

–

~~The Committee commenced a review~~reviewed the recommendations from the Walker Review; and

–

reviewed its Terms of ~~remuneration during 2008. The objective of the review was~~Reference to ~~assess how the pay for performance culture and alignment with shareholders could be strengthened further. As the review advanced it became clear~~satisfy itself that ~~the mandate ought to be extended to incorporate a broader industry wide review of remuneration. So far~~they enable the Committee ~~has:~~to fulfil its responsibilities.

Other

–

received updates on business continuity management; and

–

~~revised the remuneration policy (see page 158) to accentuate risk management and the role of behaviours in the determination of remuneration~~

–

~~increased the shareholding requirements for executive Directors (from 1x to the higher of 2x times base salary or average total annual cash compensation over the prior three years)~~

–

~~announced a new plan in the first quarter of 2009 for approximately 15,000 employees to significantly increase the proportion of remuneration paid over multiple years.~~

~~The review is continuing and will address detailed remuneration plans and proposals which will be developed during 2009. The challenge for~~reviewed the ~~industry is to use this period to develop robust remuneration structures that balance commercial enterprise with risk in the interests of all stakeholders.~~regulatory issues.

~~Barclays will be engaged in extensive dialogue and consultation with shareholders in developing its new proposals. An update on progress will be provided at the AGM.~~

~~Report~~

~~The following report of the Committee provides further explanation of the current remuneration governance and arrangements for executive Directors and is divided into the following sections:~~

–

~~Committee remit, members and advisers~~

–

~~Remuneration policy and governance~~

–

~~Executive Directors’ remuneration~~

–

~~Non-executive Directors’ remuneration~~

–

~~Former Directors’ remuneration~~

–

~~Share plan descriptions~~

~~The Committee unanimously recommends that you vote at the 2009 AGM to approve the Remuneration Report as all Directors will be doing with their own Barclays shares.~~

~~On behalf of the Board~~

~~Sir Richard Broadbent~~

~~Chairman, Board HR and Remuneration Committee~~

~~5th March 2009~~

~~Barclays~~

LOGO

~~Annual Report 2008~~

~~157~~

~~Corporate governance~~
137

LOGO

~~Remuneration Report~~
LOGO

Non-Audit Services Policy

Services that are prohibited include:

–

bookkeeping;

–

design and implementation of financial information systems;

–

appraisal or valuation services;

–

actuarial services;

–

internal audit outsourcing;

–

management and Human Resource functions;

–

broker or dealer, investment advisor or investment banking services; and

–

legal, expert and tax services involving advocacy.

Allowable services that the Committee will consider for approval include:

–

statutory and regulatory audit services and regulatory non-audit services;

–

other attest and assurance services;

–

accountancy advice and training;

–

risk management and controls advice;

–

transaction support;

–

taxation services;

–

business support and recoveries; and

–

translation services.

Board Corporate Governance and Nominations Committee

Marcus Agius (Chairman)

David Booth (from 1st January 2010)

Sir Richard Broadbent

Sir Michael Rake

Stephen Russell (to 31st October 2009)

Sir John Sunderland

Secretary

Lawrence Dickinson

The meetings are also attended by the Group Chief Executive.

Board Corporate Governance and Nominations Committee Activities in 2009

The Committee met four times in 2009 and Figure 7 illustrates how the Committee allocated its time at those meetings. During 2009, the Committee:

–

regularly reviewed Board and Board Committee composition to ensure the right mix of skills and experience are present;

–

reviewed the corporate governance disclosures for the 2008 Annual Report and considered the proposed disclosures for 2009;

–

reviewed issues raised at corporate governance meetings held with institutional investors and investor bodies in the lead up to the AGM;

–

recommended the appointment of the new non-executive Directors to the Board and changes to Committee membership;

–

reviewed succession plans for the Executive Committee and the position of Group Chief Executive; and

–

reviewed its Terms of Reference to satisfy itself that they enable the Committee to fulfil its responsibilities.

LOGO

Note

a	Included in ‘Board and Committee Composition’ for 2008.


138

Corporate governance

Corporate governance report

continued

–

Sir Michael Rake succeeded Stephen Russell as Chairman of the Board Audit Committee on 31st March 2009 and was appointed as a member of the Board Risk Committee and Board Corporate Governance and Nominations Committee with effect from 1st May 2009;

–

Simon Fraser was appointed as a member of the Board Audit Committee and Board HR and Remuneration Committee ~~remit and membership~~with effect from 1st May 2009;

–

The Committee provides governance and strategic oversight of executive and all other employee remuneration, Barclays Human Resource activities and senior management development. The Committee’s terms of reference are available in the Corporate Governance sectionPatience Wheatcroft was appointed as a member of the ~~website~~~~http://www.aboutbarclays.com~~~~. The~~Board Risk Committee ~~met formally five times during 2008. After each formal meeting the~~with effect from 1st May 2009;

–

David Booth succeeded Sir Richard Broadbent as Chairman of the Board Risk Committee and was appointed as a member of the Board Corporate Governance and Nominations Committee with effect from 1st January 2010; and

–

Reuben Jeffery was appointed as a member of the Board Risk Committee with effect from 1st January 2010.

The Committee oversees the Board Effectiveness Review and approves the Action Plan for the year ahead. Further details of the review and our evaluation statement are set out on page 140.

Board Risk Committee

Information on the role and activities of the Board Risk Committee and the Committee Chairman’s Statement can be found on pages 141 to 143 of this report under ‘Governance of Risk’.

Board HR and Remuneration Committee

Sir Richard Broadbent (Chairman)

Marcus Agius

Leigh Clifford

Simon Fraser (from 1st May 2009)

Sir John Sunderland

Secretary

Secretary: Patrick Gonsalves

Board HR and Remuneration Committee Activities in 2009

The Committee met 14 times in 2009 and Figure 8 illustrates how the Committee allocated its time at those meetings. During 2009 the Committee:

–

continued its review of the Group’s remuneration policies and practices to ensure that they remained appropriate and effective;

–

reviewed Executive and Executive Committee compensation;

–

reviewed various Pensions and Health and Safety matters;

–

monitored the implementation of the talent agenda;

–

considered incentive funding for each main business area for 2010;

–

considered the alignment of risk and compensation;

–

reviewed current and future, Group and business level long-term incentive arrangements;

–

obtained market data on remuneration levels in specified markets; and

–

reviewed regulatory developements in respect of compensation.

The Committee received valuable support and advice from its independent advisers, Towers Perrin MGMC (now Towers Watson), who attended four meetings in 2009.

LOGO


				139

LOGO

Management Committees

Executive Committee

John Varley, Group Chief Executive (Chairman)

Bob Diamond, Group President and Chief Executive, Corporate and Investment Banking and Wealth Management

Chris Lucas, Group Finance Director

Jerry del Missier, co-Chief Executive, Corporate and Investment Banking

Mark Harding, Group General Counsel

Antony Jenkins, Chief Executive, Global Retail Banking

Tom Kalaris, Chief Executive, Barclays Wealth

Robert Le Blanc, Chief Risk Officer

Maria Ramos, Chief Executive, Absa

Rich Ricci, co-Chief Executive, Corporate and Investment Banking

Cathy Turner, Group Human Resources Director

Disclosure Committee

–

considers and reviews the preliminary and half-year results, Annual Report/Annual Report on Form 20-F and the Annual Review;

–

considers Interim Management Statements released to the Stock Exchange; and

–

considers the content, accuracy and tone of any other announcement that is proposed to be made in accordance with the FSA’s Disclosure and Transparency Rules.

Evaluation of Board Performance

–

continued focus on the Board’s calendar of business to ensure that noncritical items are removed or kept to a minimum, thereby ensuring that sufficient time can be allocated to items fundamental to the success of the Group;

–

refinements to the Board’s calendar of business, including additional time to be spent on items such as compensation strategy and succession planning;

–

review of the overall size of the Board;

–

refinements to the process for evaluating the performance of individual Directors; and

–

additional reporting on capital and liquidity.


140

Corporate governance

Corporate governance report

continued

Evaluation Statement

–

Group performance;

–

Strategy and performance objectives, including non-executive Director involvement;

–

Reporting to shareholders and stakeholders;

–

Structure, people and succession planning;

–

Decision-making processes, including the culture for effective challenge;

–

Information flows and presentations;

–

Board structure and composition, including non-executive experience and knowledge;

–

Board roles and responsibilities;

–

Board and management relationships;

–

Board Meetings; and

–

Board Committees.

The results of the evaluation were presented to the Board in February 2010. The results focused on key themes rather than on direct feedback from the questionnaires.

The themes that will form the basis of the action plan for 2010 include:

–

Board size and diversity;

–

holding additional Board meetings overseas, particularly given the increased size of our operations in the US;

–

increasing the visibility of senior executives below Board and Group Executive Committee level; and

–

improving the format of strategy presentations to the Board.

LOGO

Marcus Agius

Group Chairman

9th March 2010


				141

LOGO

Governance of Risk

Board Risk Committee

David Booth (Chairman from 1st January 2010)

Sir Richard Broadbent (Chairman to 31st December 2009)

Reuben Jeffery III (from 1st January 2010)

Sir Andrew Likierman

Sir Michael Rake

Stephen Russell (to 31st October 2009)

Patience Wheatcroft (1st May-16th June 2009)

Secretary

Secretary: Lawrence Dickinson

Board Risk Committee Chairman’s Statement

Context

–

properly identified and understood, both in their own right and relative to their interactions with other risks we are taking;

–

appropriate, relative to the scale and type of our business;

–

affordable, particularly in relation to the capital base of the company;

–

properly controlled and managed; and

–

earning an appropriate return, i.e. , one commensurate with the risk taken.

How the Committee goes about its business.

The Committee also monitors the Group’s capital and liquidity position throughout the year to ensure they are within the agreed Risk Appetite parameters.

Finally, the Committee regularly reviews how risk is measured within the business in order to ensure it is satisfied with the risk measurement systems in place.


142

Corporate governance

Corporate governance report

continued

Activities in 2009

During 2009, the Committee undertook the following activities:

Reviewed a full Group Risk Profile Report quarterly.

The Group Risk Profile Report incorporates:

–

an economic overview;

–

an update on impairment charges and loan loss rates; – risk appetite utilisation; and

–

sections on retail and wholesale credit risk (by business unit), market risk and operational risk.

Capital and Liquidity

Key risk issues

Each year, the Committee ensures it has a forward programme of issues to analyse in detail. During 2009, the Committee analysed the risk profiles and controls in the following businesses:

–

the Commodities business in Barclays Capital;

–

the Emerging Markets business in GRCB; and

–

the US equities business.

The Committee also received regular reports on the Group’s exposures to the asset backed securities (ABS) and leveraged credit market exposures and how these were being managed down.

Stress Testing

Risk Appetite

Follow up on risk issues

sector limits. Risk models in use in the business must also include more subjectivity and bespoke analysis when rating complex financial structures. Action is underway in all these areas.

Mandate and Scale Limits

Governance

Relationship with other Committees

In conclusion, the Committee seeks to ensure that it achieves a balance each year between:

–

comparative analysis

–

reviewing our risk stance compared to that of our competitors in defined areas;

–

retrospective analysis

–

we undertake a retrospective review at least once a year of a selected area of risk;

–

trend analysis – we look once a year at underlying risk trends; and

–

technical analysis – we review at least once a year one technical area related to the measurement and management of risk.

The quality of papers is vital to the work of the Committee, with papers typically including:

–

quantified analysis, including both absolute and relative data;

– information on returns; and

– financial parameters, such as performance against budget and capital utilisation.

The Committee provides a full written report to the Board after every meeting, which I introduce and answer questions about.

At the beginning of 2010, I handed over the Chairmanship of the Committee to David Booth after four stimulating and challenging years.

LOGO

Sir Richard Broadbent

Chairman of the Board Risk Committee

9th March 2010


				143

LOGO

Board Risk Committee (continued)

The Committee met five times in 2009 and Figure 9 shows how the Committee allocated its time at those meetings. The items covered under each heading in Figure 9 are as follows:

Risk Profile/Risk Appetite

–

Reviewed the Group Risk Profile Report (including updates on the Group’s capital position);

–

reviewed updates on liquidity risk;

–

reviewed in greater detail the process around setting annual Risk Appetite to establish the effectiveness of the process in responding to significant changes in economic and market conditions;

–

reviewed the Risk Appetite for the Group for 2010 and made recommendations to the Board; and

–

received regular Future Risk Trends reports, which set out the internal and external indicators that are showing signs of strain and a report toon future risk issues.

Key Risk Issues

–

reviewed risk trends in tax risk management;

–

received regular reports on ABS and leveraged credit market exposures; and

–

reviewed the ~~full Board. A report~~Group’s stress testing proposals and outcomes.

Internal Control/Risk Policies

–

reviewed the internal control and assurance framework;

–

reviewed risk measurement methodologies; and

–

received updates on the programme of actions being taken Group-wide to mitigate risk in view of deteriorating economic conditions in our major markets, such as the UK, US, South Africa and Spain.

Regulatory Frameworks

–

reviewed the liquidity risk framework and underlying assumptions;

Other

–

reviewed its Terms of Reference to satisfy itself that they enable the Committee to fulfil its responsibilities.

More information on risk management and the internal control framework can be found in the Risk management report on pages 54 to 118.

Relations with Shareholders

Institutional shareholders

–

over 100 meetings with US institutions following the acquisition of the Lehman Brothers North American businesses;

–

over 200 one-to-one meetings with investors (the Group Chairman and Executive Committee members);

–

over 40 group meetings with investors; and

–

nine presentations at conferences.

In addition, the Investor Relations team also met nearly 150 investors in one to one and group meetings.

LOGO


144

Corporate governance

Corporate governance report

continued

Private shareholders

We recommenced paying a dividend in December 2009 and will pay the final dividend for 2009 in March 2010.

Annual General Meeting/General Meeting

Statement on US Corporate Governance Standards

The statement required by NYSE is set out below.

Director independence

NYSE Rules require the majority of the Board to be independent. The Code requires at least half of the Board (excluding the Chairman) to be independent. The NYSE Rules contain detailed tests for determining whether a Director is independent, whereas the Code requires the Board to determine whether each Director is independent in character and judgement and sets out criteria that may be relevant to that determination.

We follow the Code’s recommendations as well as developing best practices among other UK public companies. The independence of our non-executive Directors is reviewed by the Board on an annual basis and it takes into account the guidance in the Code and the criteria we have established for determining independence, which are described on page 131.

Board Committees

We have a Board Corporate Governance and Nominations Committee and a Board HR and Remuneration (rather than Compensation) Committee, both of which are broadly similar in purpose and constitution to the Committees required by the NYSE Rules and whose terms of reference comply with the Code’s requirements. As the Group Chairman was independent on appointment, the Code permits him to chair the Board Corporate Governance and Nominations Committee and be a member of the Board HR and Remuneration Committee. Except for these appointments, both Committees are composed solely of non-executive Directors, whom the Board has determined to be independent. We follow the Code recommendation that a majority of the Nominations Committee should be independent non-executive Directors, whereas the NYSE Rules state that the Committee must be composed entirely of independent Directors. We comply with the NYSE Rules regarding the obligation to have a Board Audit Committee that meets the requirements of Rule 10A-3 of the US Securities Exchange Act, including the requirements relating to the independence of Committee members. In April 2009, we made an Annual Written Affirmation of our compliance with these requirements to the NYSE. The Code also requires us to have a Board Audit Committee comprised solely of independent non-executive Directors. However, we follow the Code recommendations, rather than the NYSE Rules regarding the responsibilities of the Board Audit Committee, although both are broadly comparable. We also have a Board Risk Committee, comprised of independent non-executive Directors, which considers and discusses policies with respect to risk assessment and risk management.

Corporate Governance Guidelines

Code of Ethics

The NYSE Rules require that domestic US companies adopt and disclose a code of business conduct and ethics for Directors, officers and employees. Rather than a single consolidated code as envisaged in the NYSE Rules, we have a number of ‘values based’ business conduct and ethics policies, which apply to all employees. In addition, we have adopted a Code of Ethics for the Chief Executive and senior financial officers as required by the US Securities and Exchange Commission.

Shareholder approval of equity-compensation plans

The NYSE listing standards require that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions to those plans. We comply with UK requirements, which are similar to the NYSE standards. However, the Board does not explicitly take into consideration the NYSE’s detailed definition of what are considered ‘material revisions’.


				145

LOGO

Corporate governance

Remuneration report

Statement from the Chairman of the Board HR and

Remuneration Committee

Context

The Committee’s goal is to balance the needs of sustaining a competitive business capable of creating future value for shareholders with the crystallisation of current returns to build capital to finance business growth and to pay dividends to shareholders.

This is never an easy balance to strike and trading conditions of the last two years, exceptional levels of political and social interest in remuneration, new fiscal measures and new regulatory requirements that differed in their interpretation in different jurisdictions all complicated our task this year. This has also been a year of significant business growth in investment banking which has materially increased the scope of matters requiring our attention.

During 2009, we have been reviewing our remuneration practices to ensure that they remain appropriate and effective. The context of the review was to ensure that the important principle of pay for performance that underpins our business continues to be implemented in a way that is consistent with and supportive of:

–

appropriate management of risk

–

delivering returns to shareholders

–

strengthening the balance sheet to support current business activities such as lending to our customers, and future business growth

–

protecting the business franchise by maintaining our competitiveness in the labour market.

We have drawn directional conclusions from our work to date which will underpin our decisions about structure and quantum of compensation looking forward. These are:

–

a significantly greater proportion of incentives will be longer term and more will be deferred in order to contend with greater risk adjustment, industry cyclicality and market volatility

–

the use of equity for employee remuneration remains central to ensuring alignment of shareholder and employee interests

–

there will be greater emphasis on the detailed consideration of risk associated with individual performance

–

there is ~~set out on page 153~~a role for greater exercise of discretion to avoid the perverse results that can arise particularly from long-term schemes being tied to over-precise performance projections. Discretion should be exercised within the context of a robust framework of performance and risk data, and be associated with appropriate levels of accountability.

How the Committee goes about its business

A critical element of our approach is a robust governance framework. The Committee approves forward-looking frameworks based on financial metrics to ensure leadership and planning of remuneration in each of the key businesses. These frameworks incorporate metrics consistent with delivering the businesses’ business plans; and are assessed against market benchmarks to inform its decision making when approving aggregate remuneration proposals from management as well as the remuneration

proposals of any employee above a specified threshold or falling within the scope of the FSA’s Remuneration Code.

To reflect the Group’s stated goal of focus on returns over growth, the return we generate on risk-weighted assets was added in 2009 to the key metrics of financial performance used in these frameworks. Our metrics include compensation as a percentage of pre-compensation PBT and of net revenues. We also monitor absolute compensation per employee.

The Committee’s decision making is also informed by input from the Group Finance Director and, more recently, the Chief Risk Officer directly to ensure that the level of risk within the business and the quality of underlying profits have been considered. The Committee has also considered the impact on profits from a number of factors including use of Central Bank and government schemes, higher liquidity requirements and the shape of the yield curve.

The Committee also reviews the structure as well as the quantum of compensation, with particular attention on levels of deferral, the mix of annual and long-term incentives and the proportion of equity relative to cash.

In reaching its final decisions, the Committee uses its discretion, informed by an assessment of performance and risk within the context of a strong, risk-adjusted culture, and underpinned by robust governance processes. Market benchmarking is an important but not the only input in supporting the Committee’s objective to pay the minimum amount consistent with maintaining competitiveness and long-term shareholder value creation.

Subsequent to each year, we look back and review the extent to which our decisions met our objectives and seek to learn lessons for the coming year.

The Committee retains independent advisers to support it in its work.

2009

The performance of Barclays during 2009 is described in detail in the Business Review included in this report. Barclays delivered profit before tax of £11.6bn, 92% up on 2008. In addition, excellent progress was made in the following areas:

–

Core Tier 1 ratio increased from 5.6% for 2008 to 10.0% for 2009

–

the balance sheet reduced by 33%

–

adjusted gross leverage decreased to 20x compared to 28x in 2008 and the Group liquidity pool increased to £127bn compared to £43bn in 2008

–

gross new lending to UK households and businesses totalled £35bn during 2009

–

the payment of dividends resumed with a final dividend of 1.5p per share, giving total declared dividends for 2009 of 2.5p per share.

Our decisions on discretionary pay in 2009 properly reflect this performance. The increase in incentive compensation in the investment banking business was materially less than the increase in total income (with the ratio of total compensation to total income falling from 44% in 2008 to 38% in 2009); and the cost to net income ratio was brought down even more sharply.


146

Corporate governance

Remuneration report

continued

In addition, there was a significant increase in the use of deferral, equity and long-term awards, particularly to senior executives. Around 5,000 employees will have a proportion of their remuneration delivered as long-term awards. All discretionary remuneration for members of the Group Executive Committee and all members of Barclays Capital Executive Committee will be delivered over a three-year period and subject to clawback.

Long-term awards take the form of equity or cash, paid over three years. 73% of the long-term awards from the 2009 pay review are in the form of equity. Two new plans have been introduced for the purpose of making long-term awards below the executive Director level, the Share Value Plan and Cash Value Plan. These are described in further detail in the following report.

We are compliant with the FSA Remuneration Code and the Financial Stability Board Implementation Standards endorsed by the G20 and have applied these to the decisions of the 2009 pay review. The overall quantum of remuneration is also consistent with the FSA’s minimum capital requirements. A direct and intended consequence of our 2009 pay decisions has been the further strengthening of our Core Tier 1 capital ratio.

The compensation pool has been managed in such a way that the UK Bank Payroll Tax cost broadly equates to a reduction in the size of the pool, with the reduction being borne by senior executives. The cost to the Group of the UK Bank Payroll Tax in respect of 2009 cash compensation is £190m, and £35m is being provided in respect of certain prior year awards which may fall within the proposed legislation.

The following approach has been taken on executive Directors’ remuneration:

–

appropriate consideration was given to non-financial measures as well as risk considerations in the assessment of executive Directors’ performance

–

zero annual performance bonus for the Chief Executive and the President. This is the second successive year that they have advised the Board that they wish to decline any annual bonus awards

–

no long-term award for the Chief Executive. This is the second successive year that he has advised the Board that he wishes to decline any long-term award

–

current executive Directors who have long-term performance shares due to vest and be released in 2010 intend to agree to voluntary clawback arrangements operating over a further two years.

These outcomes for executive Directors were carefully considered and seek to ensure an appropriate share of value between employees and shareholders, with full consideration also being given to the requirements of other stakeholders such as regulators and governments. They follow on from the unequivocal outcomes in respect of 2008: no salary increases or annual performance bonuses, long-term awards 64% lower than 2007 with no awards for the Chief Executive and President, and the vesting of long-term awards to executive Directors due to be released in 2009 being deferred for a further two years subject to additional financial performance over that period.

Activities in 2009

The Committee exercised effective governance in 2009, meeting 14 times to review remuneration practices, frameworks, regulatory developments and market data and advice from external consultants.

In addition to the wider review of remuneration arrangements, the key activities were as follows:

–

approval of annual remuneration packages including incentive awards for executive Directors and other senior executives as part of the ~~Corporate Governance Report.~~2009 pay review

–

~~The members~~approval of senior executive remuneration packages on appointment, promotion and termination

–

approval of aggregate incentive funding for each of the ~~Committee, are Sir Richard Broadbent (Chairman), Marcus Agius (Group Chairman), Leigh Clifford~~major businesses

–

assessment of performance against relative TSR, cumulative Economic Profit and ~~Sir John Sunderland.~~

~~The non-executive Directors who are Committee members are considered by~~other financial performance targets to determine the ~~Board to be independent~~vesting level under performance share and other long-term awards

–

selection of ~~management~~performance metrics and ~~free from any business or other relationship that could materially affect the exercise~~calibration of ~~their independent judgement.~~targets for long-term awards

–

~~Advisers~~

~~The Committee’s work is supported by independent professional advice. The Committee reviews the appointment of advisers each year. Towers Perrin MGMC~~preparation, review and Kepler Associates were both re-appointed by the Committee in 2008. Deloitte LLP also advised the Committee. Any potential conflicts of interest the advisers may have are disclosed to the Committee. In addition to advising the Committee, Towers Perrin MGMC provided remuneration benchmarking data and Deloitte LLP and its affiliates also provided remuneration benchmarking data, tax, regulatory, information technology risk, pensions , corporate finance and consulting services to the Barclays Group.

~~The Group Chief Executive, the Human Resources Director and, as necessary, members~~approval of the Remuneration Report.

Report

The following report of the Committee provides further explanation of the current remuneration governance and arrangements for executive Directors and is divided into the following sections:

–

Committee remit, members and advisers

–

Remuneration policy, decisions and governance

–

Executive ~~Committee, also advise the Committee, supported by their teams. No employee of Barclays Group is permitted to participate in discussions or decisions of the Committee relating~~Directors’ remuneration

–

Non-executive Directors’ remuneration

–

Former Directors’ remuneration

–

Share plan descriptions.

As required by Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, the Group’s auditors, PricewaterhouseCoopers LLP, have audited the information contained in Tables 1b, 3, 5, 10, 11, 14, 16, 17, 18 and 19 of the Committee’s report.

The Committee unanimously recommends that you vote at the 2010 AGM to approve the Remuneration Report as all Directors will be doing with their own Barclays PLC shares.

On behalf of the Board

LOGO

Sir Richard Broadbent

Chairman, Board HR and Remuneration Committee

9th March 2010


				147

LOGO

Board HR and Remuneration Committee remit and membership

The Committee provides governance and strategic oversight of executive and all other employee remuneration, Barclays Human Resources activities and senior management development. The Committee’s terms of reference are available in the Corporate Governance section of the websitehttp://www.aboutbarclays.com. The terms of reference were revised in February 2010 in the light of best practice and to take account of regulatory and corporate governance developments. The Committee met formally 14 times during 2009. The Chairman of the Committee presented a report to the full Board on each meeting. A report on the Committee’s activities is set out on page 161 as part of the Corporate Governance Report.

The members of the Committee are Sir Richard Broadbent (Committee Chairman), Marcus Agius (Group Chairman), Leigh Clifford, Sir John Sunderland and Simon Fraser who was appointed to the Committee with effect from 1st May 2009.

The non-executive Directors who are Committee members are considered by the Board to be independent of management and free from any business or other relationship that could materially affect the exercise of their independent judgement. Marcus Agius, the Group Chairman, is also a member and he was considered independent on appointment to the Board.

Advisers

The Committee’s work is supported by independent professional advice. The Committee reviews the appointment of advisers each year. Towers Perrin MGMC (now Towers Watson) were re-appointed by the Committee in 2009.

Any potential conflicts of interest the advisers may have are disclosed to the Committee. In addition to advising the Committee, Towers Watson provided remuneration benchmarking data to the Group.

The Group Chief Executive, the Human Resources Director, the Compensation and Benefits Director and, as necessary, members of the Executive Committee, also advise the Committee, supported by their teams. No Group employee is permitted to participate in discussions or decisions of the Committee relating to his or her own remuneration.

Executive Directors’ remuneration – alignment of interests with shareholders

Figure 1 shows the aggregate total direct remuneration of the current executive Directors for 2007, 2008 and 2009 compared to the indicative fair value movements on the current executive Directors’ aggregate share-based remuneration and beneficial interests in Barclays PLC shares from 1st January 2007 on a cumulative basis. The performance of Barclays share price is shown for context. The chart shows that the current executive Directors’ interests have decreased in value by £62m over 2007, 2008 and 2009 as a consequence of the movement in Barclays share price.

Remuneration Policy

~~During the year the Committee revised~~The aims of the Barclays Remuneration ~~Policy. The revised policy is~~Policy are to:

Attract and retain those people with the ability, experience and skill to deliver the strategy.

~~2. Create a direct and recognisable alignment between the rewards and risk exposure of shareholders and employees, particularly executive Directors and senior management.~~

~~3. Incentivise employees to deliver sustained performance consistent with strategic goals and appropriate risk management, and to reward success in this.~~

~~4. Deliver compensation that is affordable and appropriate in terms of value allocated to shareholders and employees.~~

~~5. Encourage behaviour consistent with the principles that guide Barclays business:~~

i)	~~Winning together~~

–2.	Create a direct and recognisable alignment between the rewards and risk exposure of shareholders and employees, particularly executive Directors and senior management.

3.	Incentivise employees to deliver sustained performance consistent with strategic goals and appropriate risk management, and to reward success in this.

4.	Deliver compensation that is affordable and appropriate in terms of value allocated to shareholders and employees.

5.	Encourage behaviour consistent with the principles that guide Barclays business:

i) Winning together

–

Doing what is right for Barclays, its teams and colleagues, to achieve collective and individual success.

ii) Best people

~~ii)~~

~~Best People~~

–

Developing talented colleagues and differentiating compensation to reflect performance.

–

Doing what is needed to ensure a leading position in the global financial services industry.

iii) Customer and client focus

~~iii)~~

~~Customer and Client Focus~~

–

Understanding what customers and clients want and need and then serving them brilliantly.

~~Executive Directors’ remuneration – alignment of interests with shareholders~~

Figure 1 shows the aggregate total direct remuneration of the executive Directors for 2007 and 2008 (as shown in Table 1) compared to the indicative fair value movements on the executive Directors’ aggregate share based remuneration and beneficial interests in Barclays shares from 1st January 2007 to 31st December 2008 (as shown in Table 7). The performance of Barclays share price has been shown for context. The chart shows that the executive Directors’ interests have decreased in value by £95m over 2007 and 2008 as a consequence of the movement in Barclays share price.

~~158~~

~~Barclays~~

~~Annual Report 2008~~

~~iv)~~

~~Pioneering~~

–

~~Driving new ideas, especially those that make Barclays profitable and improve control.~~

–

~~Improving operational excellence.~~

–

~~Adding diverse skills to stimulate new perspectives and bold steps.~~

v)	~~Trusted~~

–

~~Acting with the highest levels of integrity to retain the trust of customers, shareholders, other external stakeholders and colleagues.~~

–

~~Taking full responsibility for decisions and actions.~~

–

~~Reflecting the operation of independent, robust and evidence-based governance and control and complying with relevant legal and regulatory requirements.~~

The Committee keeps the remuneration policy and arrangements, as detailed in this Report, under review to ensure that Barclays programmes remain competitive and provide appropriate incentive for performance.

~~Remuneration Policy Governance~~

To ensure appropriate operation of the remuneration policy, the Committee has established frameworks for the governance of remuneration in the Global Retail and Commercial Banking and Investment Banking and Investment Management businesses and for the Group as a whole. These frameworks will be reviewed in 2009. The current frameworks set out key financial ratios

achieved by Barclays and its competitors and have been used by the Committee to inform its decision-making process when approving aggregate remuneration spend, including bonus and long-term incentive expenditure, strategic investment for new hires, and the remuneration arrangements of any employee with annual total remuneration equal to or in excess of £750,000.

For all individual remuneration decisions made by the Committee, including those for executive Directors, the Committee reviews each element of remuneration relative to performance and to the practice of other comparable organisations. Remuneration is benchmarked against the markets in which we compete for talent. This includes benchmarking against other leading international banks and financial services organisations, and other companies of similar size to Barclays in the FTSE 100 Index.

As required by Part 3 of Schedule 7A of the Companies Act 1985, the Group’s auditors, PricewaterhouseCoopers LLP, have audited the information contained in Tables 1b, 3, 5, 10, 11, 14, 16, 18, 19, 20, 21, 22 and 23 on pages 162 to 168.

Total Shareholder Return

Figure 2 shows the value, at 31st December ~~2008,~~2009, of £100 invested in Barclays on 31st December ~~2003~~2004 compared with the value of £100 invested in the FTSE 100 Index. The other points plotted are the values at intervening financial year ends. The FTSE 100 Index is a widely recognised performance comparison for large UK companies and this is why it has been chosen as a comparator to illustrate Barclays TSR. The graph shows that, at the end of ~~2008,~~2009, a hypothetical £100 invested in Barclays on 31st December ~~2003~~2004 would have generated a total loss of ~~£59,~~£40 compared with a gain of ~~£18~~£35 if invested in the FTSE 100 Index.

LOGO

148

~~Barclays~~

~~Annual Report 2008~~

~~159~~

Corporate governance

Remuneration ~~Report~~report

~~Executive Director’s Pay~~continued

iv) Pioneering

–

Driving new ideas, especially those that make Barclays profitable and improve control.

–

Improving operational excellence.

–

Adding diverse skills to stimulate new perspectives and bold steps.

v) Trusted

–

Acting with the highest levels of integrity to retain the trust of customers, shareholders, other external stakeholders and colleagues.

–

Taking full responsibility for decisions and actions.

–

Reflecting the operation of independent, robust and evidence based governance and control and complying with relevant legal and regulatory requirements.

The Committee keeps the Remuneration Policy and arrangements, as detailed in this report, under review to ensure that Barclays programmes remain competitive and provide appropriate incentive for performance.

Remuneration decisions

Our Remuneration Policy provides a framework for the Committee in carrying out its work including remuneration decisions in relation to executive Directors.

One of the core elements of Barclays approach is to deliver compensation that is affordable and appropriate in terms of value allocated to shareholders and employees, with full consideration also being given to other relevant stakeholders such as customers, regulators and governments. When making compensation decisions, Barclays balances the views of these stakeholders with the need to be able to attract, retain and incentivise talent in a competitive market.

A particular focus during 2009 has been to ensure that our approach to discretionary pay awards for 2009 is compliant with both the Financial Services Authority Remuneration Code and the Financial Stability Board Implementation Standards, and that aggregate funding decisions balance a number of factors including the need to continue to strengthen capital ratios, to invest in the business, to recommence dividend payments and to protect the business franchise.

We are committed to the principle of pay for performance. A key element of ensuring the link between pay and performance on an individual basis is the robust performance assessment framework operated across the Group. Employee behaviours are considered in the context of the Guiding Principles set out above which are incorporated into our Remuneration Policy. The extent to which employee behaviour accords with these standards is assessed as part of the performance assessment framework, which includes an examination of the employee’s performance from both a financial and non-financial perspective. Performance against these areas helps to reinforce the right behaviours and so mitigate operational and reputational risks. The resulting performance ratings have a direct impact on all individual compensation decisions.

At an aggregate level, in order to ensure that a link is maintained between pay and performance, incentive funding decisions are made by reference to a number of quantitative and qualitative measures and are determined at the discretion of the Committee. During 2009, the role of Risk and other control functions in remuneration governance was enhanced and the process for setting the remuneration of control functions was formalised.

The exercise of informed discretion plays an important role in the assessment of performance in the context of all our remuneration decisions, rather than using a formulaic approach which could incentivise inappropriate behaviours.

Pay and employment conditions elsewhere in the Group are taken into account by the Committee in determining the remuneration packages for executive Directors. The general approach is the same across the Group, namely decisions are made on a total compensation basis (base salary, bonus and long-term awards) against the relevant market. We seek to provide market competitive retirement and other benefits and eligible employees have the opportunity to participate in share plans.

Remuneration Policy governance

To ensure appropriate operation of the Remuneration Policy, the Committee has established frameworks for the governance of remuneration in each of the major businesses and for the Group as a whole. These frameworks were reviewed in 2009. The current frameworks set out key financial ratios achieved by Barclays and its competitors and have been used by the Committee to inform its decision-making process when approving aggregate remuneration spend, including bonus and long-term incentive expenditure, strategic investment for new hires, and the remuneration arrangements of any employee with annual total remuneration equal to or in excess of £750,000. Going forward, compensation of employees within the scope of the FSA Remuneration Code’s particular remuneration structure requirements will also be individually approved by the Committee. The reporting of senior hires and leavers to the Committee has also been enhanced.

For individual remuneration decisions made by the Committee, including those for executive Directors and other key senior management, the Committee reviews each element of remuneration relative to performance and to the practice of other comparable organisations. Remuneration is benchmarked against the markets in which we compete for talent. This includes benchmarking against other leading international banks and financial services organisations, and other companies of a similar size to Barclays in the FTSE 100 Index.

Given the materiality of Barclays pension arrangements, the Committee operates a specific framework for the management of pensions to ensure proper oversight. The Global Retirement Fund Governance Framework is operated to ensure best practice in respect of regulatory compliance, governance, investment and administration. In the second half of 2009, Barclays announced the closure of its UK final salary pension schemes to future accrual in order to reduce current and future UK pension liability risk and to ensure that our pension arrangements are sustainable and affordable over the long term. Details of the pension arrangements in place for executive Directors are set out on page 153 and for other employees on page210.


				149

LOGO

Executive Directors’ remuneration

Table 11a explains the purpose of each element of remuneration and Table 1b shows executive Directors’ remuneration in respect of 2009 and 2008.

Base salaries

Table 2 shows the annual base salaries for the current executive Directors.


Table 2: Base salary
	Base salary at 31st December 2009 £000	Base salary at 1st April 2010 £000	Date of previous increase
Executive Directors
John Varley	1,100	1,100	1st April 2008
Robert E Diamond Jr	250	250	1st March 1999
Chris Lucas	650	800	1st April 2008

Robert E Diamond Jr has, since 1st January 2009, received his base salary in US dollars converted from sterling into US dollars using an average sterling/US dollar exchange rate for 2008 of 1.86.

In respect of Chris Lucas, having regard to the levels of salary and ~~2007.~~total compensation in comparable organisations, the Committee approved the increase to base salary set out above, effective from 1st April 2010.

~~Base Salaries~~Annual cash bonus and deferred share awards

The maximum bonus opportunity for executive Directors is tailored to the relevant market; this is typically 250% of base salary. The annual bonus award is made by reference to a qualitative and quantitative assessment of performance with the latter assessment comprising the majority. For 2009, more emphasis was placed on non-financial measures as well as risk considerations.

ESAS is a deferred share award plan operated in conjunction with various Group bonus plans for executive Directors and certain other employees, subject to trustee discretion. For 2009, the use of ESAS was significantly scaled back as the new Share Value Plan and Cash Value Plan are being operated for deferrals across the Group. The future use of ESAS is under review. Further detail of these plans is included on pages 158 to 160.

The Board, through the Committee, formed the view that annual bonus awards for John Varley and Robert E Diamond Jr were merited based on both Group and personal performance. However, out of consideration of the continued impact of the economic downturn on many clients, customers and shareholders, combined with the fact that banks and bankers’ pay remain matters of intense public interest and concern, both advised the Board that they wish to decline any such awards for the second successive year.

For Chris Lucas, a recommendation will ~~receive no base salary increase in 2009.~~be made to the ESAS trustee that

~~Table 2: Base salary~~

      Base salary at
31st Dec 2008
£000    Base salary at
1st April 2009
£000    Date of
previous
increase
Executive Directors
John Varley
   1,100    1,100    1st April 2008
Robert E Diamond Jr
   250    250    1st March 1999
Chris Lucas
   650    650    1st April 2008
Frits Seegers
   700    700    n/a


Table 1a: Executive Directors’ annual remuneration
Element	Purpose	Delivery	Programme summary	When normally received/ awarded

~~Salary~~Base salary	To reflect the market value of the individual and their role	– Cash – Monthly – Pensionable	– Reviewed annually, with any increases typically effective on 1st April	Paid in year

Annual performance bonus (cash)	To incentivise the delivery of annual goals at the Group, business division and individual levels	– ~~No more than 75%~~A proportion of annual performance bonus paid in cash ~~– At least 25% recommended as deferred share awards under ESAS~~ – Non-pensionable	– Based on annual ~~business unit performance,~~ performance of the Group as a whole, business unit performance where relevant and individual ~~contribution~~performance	Normally paid in the following financial year

Total cash	Sub-total of the above

Deferred share award (ESAS)	To align annual performance with shareholder value and increase retention	– ~~At least 25%~~A proportion of annual performance bonus recommended as a deferred share ~~awards~~award under ESAS – Non-pensionable	– Discretionary ~~awards~~award of shares to be deferred for three to five years. No performance condition on release, as a deferred share award – 20% bonus shares releasable after three years, a further 10% after five years – Dividends normally accumulated during deferral period	Normally awarded in the following financial year

Long-term incentive award 2010-2012 (PSP)	To reward the creation of ~~above median,~~ sustained growth in shareholder value ~~and Economic Profit (EP) performance~~	– ~~Annual awards~~Award of shares that ~~vest~~vests after three years, subject to performance conditions – Non-pensionable	– Discretionary awards – Participation reviewed annually – Barclays performance over three years determines the performance shares eligible for release to each individual – Dividends normally accumulated during deferral period	Normally awarded in the following financial year

~~Total direct remuneration~~	~~Total of the above~~

Pension (or cash allowance)	To provide a market competitive post-retirement benefit	– Deferred cash or cash allowance – Monthly	– Non-contributory, defined benefit scheme and/or defined contribution scheme, or cash allowance in lieu of pension contributions	Paid or accrued during year

Other benefits	To provide market competitive benefits	– Benefit in kind, or cash allowance – Non-pensionable	– Benefits include private medical insurance, life and disability cover, accommodation overseas when required for business purposes, use of ~~company owned~~company-owned vehicle or cash equivalent and tax advice	Received during year

Sub-total in accordance with Schedule 8 of the Large and Medium-sized Companies ~~Act 1985~~and Groups (Accounts and Reports) Regulations 2008	Total of ~~Salary, Annual Cash Bonus, Other Benefits~~base salary, annual performance bonus (cash), pension cash allowance and ~~Pension Cash Allowance~~				other benefits

~~160~~ 150

~~Barclays~~

~~Annual Report 2008~~

Corporate governance

Remuneration report

continued

~~Annual Cash Bonus~~100% of his annual bonus is delivered as a share award under ESAS which is deferred over a three- to five-year period. The ESAS amounts shown in Table 1b show the basic allocations, but do not include bonus shares. Including the maximum potential 30% bonus shares, the award in respect of 2009 will have an initial value of £1,950,000 for Mr Lucas. Typically, 20% bonus shares become releasable after three years, with the full 30% bonus shares only normally releasable five years from the date of award. Following consultation with the Committee and ~~Deferred Share Awards~~

~~No annual cash bonuses or deferred share awards have been awarded~~mindful of evolving best practice and regulatory developments, Mr Lucas intends to ~~executive Directors for 2008. The maximum bonus opportunity for executive Directors is normally 250%, but is tailored~~write to the ~~relevant market.~~

~~Long-term incentives~~

~~PSP Vesting~~ESAS trustee in ~~2008~~

~~The PSP~~respect of any awards made in ~~2005, due for~~2010. He proposes that, in its absolute discretion, the trustee may take into account personal misconduct and/or any material misstatement of the 2009 financial results when considering whether to release ~~in March 2008 lapsed in full as~~any shares under these awards to him at the ~~performance condition was not met.~~

As disclosed in the 2007 Report and Accounts, in March 2008 Robert E Diamond Jr received a cash payment of £7.425m and an award of shares deferred for one year under ESAS of £7.425m, detailed on pages 162 to 163 from the Retained Incentive Opportunity 2005-2007 in which he participated.scheduled release dates.

PSP awards due to vest in ~~2009~~2010

For the PSP awards made in relation to the ~~2006-2008~~2007-2009 cycle, the TSR condition was not met and the EP condition was ~~partially~~ met. As a result, awards that are scheduled to vest in March ~~2009~~2010 (at the absolute discretion of the PSP trustee) are due to vest at ~~1.4 75~~1.5 times the initial award (maximum is 3 times). This represents a reduction in value of approximately 9%75% of the maximum value of the number of shares that could vest at the share price at award.

After consultation with the ~~Remuneration~~ Committee, the current executive Directors intend to write to the ~~PSP trustee~~Committee agreeing voluntary clawback arrangements to ~~request that it defers the exercise of its discretion to re lease shares to them under the 2006-2008 awards~~operate for a ~~further two year period. At~~two-year period following vesting of their awards. By this voluntary agreement, the executive Directors will repay the value of the shares at the end of ~~that~~the two-year period ~~it is intended that the PSP trustee considers the re lease~~(after deduction of ~~the shares, subject to continued employment and~~taxes paid) should a ~~financial~~ performance condition, to be agreed and assessed by the ~~Committee.~~

~~The maximum number of shares re leasable at the end of the two year period will~~Committee, not be ~~1.475 times the initial award; there will be no opportunity to receive shares in excess of this number (except for any dividend shares that may be awarded at the PSP trustee’s discretion).~~met.

Proposed awards in ~~2009~~2010

It is proposed that Bob Diamond and Chris Lucas ~~and Frits Seegers~~ are awarded a performance share plan award in ~~2009.~~2010 which will be based upon performance over the three-year period 2010 to 2012.

The Board, through the Committee, formed the view that a performance share plan award for John Varley was merited, based on both Group and personal performance. However, John Varley advised the Board that he wishes to decline any such award.

The number of shares awarded to date and the performance conditions relating to each award are set out ~~on pages 162 and 163.~~below.

The PSP awards are shown in Table 1b at the fair value of the ~~re commended~~recommended awards.


Table 1b: Executive Directors’ annual remuneration	Table 1b: Executive Directors’ annual remuneration													John Varley		Robert E Diamond Jr		Chris Lucas
		John Varley			Robert E Diamond Jr			Chris Lucas			Frits Seegers			2009 £000	2008 £000	2009 £000	2008 £000	2009 £000	2008 £000
		2008 £000	2007 £000		2008 £000	2007 £000		2008 £000		2007 £000	2008 £000		2007 £000
		2008 £000						2008 £000
Salary		1,075	2007 £000	975	2008 £000	2007 £000	250		250	2007 £000	2008 £000	638	2007 £000	450	700	700
Base salary														1,100	1,075	250	250	650	638
Annual performance bonus (cash)		0	1,425		0	6,500		0		450	0		1,313	0	0	0	0	0	0
Total cash		1,075	2,400		250	6,750		638		900	700		2,013	1,100	1,075	250	250	650	638
Deferred share award (ESAS)		0	618		0	11,375		0		195	0		569
Fair value of long- term incentive (PSP) award		0	1,200		0	3,000		800		800	1,600		1,600
Total direct remuneration		1,075	4,218		250	21,125		1,438		1,895	2,300		4,182

Deferred share award
(ESAS)														0	0	0	0	1,500	0
Long term incentive award 2010-2012 (PSP)														0	0	6,000	0	1,000	800
Pension (or cash allowance)		Member of pension scheme. See page 164	Member of pension scheme. See page 164		Member of pension scheme. See page 164	Member of pension scheme. See page 164		159		113	175		175	Member of pension scheme See page 153	Member of pension scheme See page 153	Member of pension scheme See page 153	Member of pension scheme See page 153	163	159
Other benefits		23	18		66	14		18		22	27		24	23	23	134	66	19	18
Sub-total in accordance with Companies Act 1985		1,098	2,418		316	6,764		815		1,035	902		2,212
Sub-total in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008														1,123	1,098	384	316	832	815

~~Barclays~~

~~Annual Report 2008~~

~~161~~151

~~Corporate governance~~ LOGO

~~Remuneration Report~~

~~Share Plans~~

Share plans

Barclays operates a number of share plans to align the interests of ~~executive Directors~~employees with shareholders. The following tables summarise the interests of each current executive Director in each plan and the relevant three-year performance conditions for outstanding PSP cycles. The interests shown

are the maximum number of shares that may be received under each plan. Executive Directors do not pay for any share plan award.

During 2008, the number of shares under each award or option has been increased in accordance with the rules by 2.68% and option exercise prices per share have been correspondingly reduced to reflect the impact of the capital raising in July. No other adjustments were made for capital raisings during the year.

Summary descriptions of principal share plans operated by Barclays are shown on pages ~~169-172.~~158 to 161.

For PSP, at the end of each performance period, independent


Table 3: Long-term plans and deferred share plans
	Number of shares under award/option at 1st January 2009 (maximum)	Awarded in year (maximum)	Market price on award date		Weighted average exercise price		Number released/ exercised
John Varley
PSP 2006-2008	473,604	–	£	6.75		–	–
PSP 2007-2009	504,294	–	£	7.08		–	–
PSP 2008-2010	812,412	–	£	4.25		–	–
ISOP	944,655	–		–	£	4.29	–
Sharesave	3,735	–		–	£	4.70	–
ESAS	469,467	–		–		–	(38,498	)
Robert E. Diamond Jr
PSP 2006-2008	2,368,014	–	£	6.75		–	–
PSP 2007-2009	2,878,686	–	£	7.08		–	–
PSP 2008-2010	2,031,030	–	£	4.25		–	–
ISOP	575,008	–		–	£	4.42	–
BGI EOP	100,000	–		–	£	20.11	(100,000	)
ESAS	7,048,112	–		–		–	(3,682,230	)
Chris Lucas
PSP 2007-2009	255,396	–	£	7.08		–	–
PSP 2008-2010	541,608	–	£	4.25		–	–
PSP 2009-2011	–	1,598,046	£	2.34		–	–
Sharesave	3,735	–		–	£	4.70	–
ESAS	79,477	–		–		–	(35,471	)

Table 3: Long-term plans and deferred share plans
      Number of
shares under
award/option
1st January 2008
(maximum)    Awarded in
year (maximum)    Market
price on
award date    Adjusted
weighted
average
exercise price    Number
released/
exercised
John Varley

PSP 2005-2007
   426,135    –    £ 5.30    –    –
PSP 2006-2008
   461,244    –    £ 6.75    –    –
PSP 2007-2009
   491,130    –    £ 7.08    –    –
PSP 2008-2010
   –    791,208    £ 4.25    –    –
ISOP
   920,000    –    –    £ 4.29    –
Sharesave
   3,638    –    –    £ 4.70    –
ESAS
   344,711    135,715    £ 4.25    –    (23,214 )
Robert E Diamond Jr

PSP 2005-2007
   156,249    –    £ 5.30    –    –
PSP 2006-2008
   2,306,208    –    £ 6.75    –    –
PSP 2007-2009
   2,803,548    –    £ 7.08    –    –
PSP 2008-2010
   –    1,978,020    £ 4.25    –    –
ISOP
   560,000    –    –    £ 4.42    –
ESOS
   100,000    –    –    £ 3.97    –
RIO cash release
   –    –    –    –    –
BGI EOP
   100,000    –    –    £ 20.11    –
ESAS
   4,863,749    4,131,868    £ 4.25    –    (2,131,463 )
Chris Lucas

PSP 2007-2009
   248,730    –    £ 7.08    –    –
PSP 2008-2010
   –    527,472    £ 4.25    –    –
Sharesave
   3,638    –    –    £ 4.70    –
ESAS
   69,091    42,857    £ 4.25    –    (34,546 )
Frits Seegers

PSP 2006-2008
   473,184    –    £ 6.30    –    –
PSP 2007-2009
   409,278    –    £ 7.08    –    –
PSP 2008-2010
   –    1,054,944    £ 4.25    –    –
Sharesave
   3,390    –    –    £ 4.70    –
ESAS
   231,383    125,000    £ 4.25    –    (80,221 )

Numbers shown for ESAS above represent provisional allocations that have been awarded. Numbers shown as aggregate ESAS amounts also include shares under option as at 31st December ~~2008.~~2009. Nil cost options are normally granted under mandatory ESAS awards at the third anniversary of grant and are exercisable (over initial allocation and two-thirds of bonus shares) typically for two years. The aggregate exercise price of a nil cost option is ~~£1 (further detail is included on page 169).~~£1. At the fifth anniversary of the provisional allocation

the nil cost options normally lapse and the shares ~~under provisional allocation~~ (including bonus shares) are released at the discretion of the ESAS ~~trustee.~~trustee (further detail

is included on page 158). In ~~2008,~~2009, nil cost options were granted to Mr Varley over ~~91,213~~100,924 shares. Nil cost options (granted in ~~2003)~~2007) lapsed during the year. Mr Varley held ~~63,447~~146,282 nil cost options under ESAS as at 1st January ~~2008,~~2009, and ~~146,282~~206,934 as at 31st December ~~2008.~~2009. The first and last exercise dates were ~~13th~~12th March ~~2006~~2008 and ~~7th~~21st March ~~2010~~2011 respectively. Mr Varley received 9,674 dividend shares and Mr Diamond and Mr Lucas received 578,308 and 6,211 dividend shares respectively from the ESAS released during the year (share price on release date was £2.10).


Table 4: Performance conditions attaching to the share plans in which the executive Directors participate

Scheme	Performance period	Performance measure	Target
Scheme

PSP	~~2008 -2010~~2009 -2011	50% of award calibrated against TSR	33% of maximum award released for above median performance (6th place) with 100% released in 1st place and a scaled basis in between
		50% average RoRWA	17% of maximum award released for 0.83% scaled to a maximum award at 1.34%
	2008-2010	50% of award calibrated against TSR	As above
		50% of award calibrated against Cumulative EP over the ~~three year~~three-year performance period	33% of maximum award released for £6,921m scaled to 100% of maximum award at £8,350m

	2007-2009	50% of award calibrated against TSR	As above

		50% of award calibrated against Cumulative EP over the ~~three year~~three-year performance period	33% of maximum award released for £7,618m scaled to 100% of maximum award at £8,668m

	~~2006-2008~~	~~50% of award calibrated against TSR~~	~~As above~~

		~~50% of award calibrated against Cumulative EP over the three year performance period~~	~~33% of maximum award released for £5,661m scaled to 100% of maximum award at £7,073m~~

	~~2005-2007~~	~~100% of award calibrated against TSR~~	~~As above~~

~~162~~ 152

~~Barclays~~

~~Annual Report 2008~~

Corporate governance

Remuneration report

continued

~~For PSP, at the end of each performance period, independent~~ confirmation is provided to the Committee of the extent to which each performance condition has been met.

Relative Total Shareholder Return (TSR) and ~~Cumulative Economic Profit (EP)~~Return on Risk-Weighted Assets (RoRWA) were selected in ~~2005~~2009 as performance measures to support the Group’s long-term goals.

All awards and releases are recommended by the Committee to the independent trustee and are subject to trustee discretion.

The ~~trustees~~trustee may also release to participants dividend shares ~~to participants~~ which represent accumulated dividends (net of withholding) in respect of shares under award.

During ~~2008~~2009 Barclays highest share price was ~~£5.06~~£3.84 and the lowest was ~~£1.27.~~£0.51. The share price at year end was ~~£1.53.~~£2.76.

Cash

released

Market price
on release/
exercise date

Number
lapsed in
2008

Adjustment
due to
open offer

Adjusted
number of
shares under
award/option at
31st December
2008
(maximum)

Vested
number
of shares
under option

Value of
release/
exercise

End of three
year PSP
performance
period, or first
exercise/
scheduled
release date

Last
exercise/
scheduled
release date

Market price

on release/

exercise date

Number lapsed
in 2009

Number of
shares under
award/option at
31st December
2009 (maximum)

Vested number
of shares
under option

Value of release/
exercise

End of three-
year PSP
performance
period, or first
exercise/
scheduled
release date

Last exercise/
scheduled
release date

–

(426,135

)

–

31/12/07

16/06/08

(240,749)

232,855

–

31/12/08

30/03/11

–

12,360

473,604

–

31/12/08

21/03/09

–

504,294

–

31/12/09

22/03/10

–

13,164

504,294

–

31/12/09

22/03/10

–

812,412

–

31/12/10

20/03/11

–

21,204

812,412

–

31/12/10

20/03/11

–

944,655

–

18/05/03

22/03/14

–

24,655

944,655

–

18/05/03

22/03/14

–

3,735

–

01/11/14

30/04/15

–

3,735

–

01/11/14

01/05/15

–

4.56

–

12,255

469,467

–

0.1m

13/03/06

20/03/13

£2.08

–

430,969

–

£0.08m

12/03/08

20/03/13

–

(156,249

)

–

31/12/07

16/06/08

(1,203,741)

1,164,273

–

31/12/08

30/03/11

–

61,806

2,368,014

–

31/12/08

21/03/09

–

2,878,686

–

31/12/09

22/03/10

–

75,138

2,878,686

–

31/12/09

22/03/10

–

2,031,030

–

31/12/10

20/03/11

–

53,010

2,031,030

–

��

–

31/12/10

20/03/11

–

575,008

–

12/03/04

22/03/14

–

15,008

575,008

–

12/03/04

22/03/14

–

(100,000

)

–

14/08/01

13/08/08

£7.425m

–

7.42m

06/02/08

15/03/08

–

100,000

–

26/03/07

26/03/14

–

4.56/£4.57

–

183,958

7,048,112

–

9.74m

28/02/06

20/03/13

£109.45

–

£8.93m

26/03/07

15/12/09

£2.08

–

3,365,882

–

£7.67m

07/03/10

20/03/13

–

6,666

255,396

–

31/12/09

22/03/10

–

255,396

–

31/12/09

22/03/10

–

14,136

541,608

–

31/12/10

20/03/11

–

541,608

–

31/12/10

20/03/11

–

3,735

–

01/11/14

01/05/15

–

1,598,046

–

31/12/11

27/04/12

–

4.45

–

2,075

79,477

–

0.16m

31/03/08

20/03/13

–

3,735

–

01/11/14

30/04/15

–

12,684

485,868

–

31/12/08

04/08/09

–

10,968

420,246

–

31/12/09

22/03/10

–

28,272

1,083,216

–

31/12/10

20/03/11

–

3,480

–

01/11/12

01/05/13

–

2.91

–

9,550

285,712

–

0.23m

29/06/07

20/03/13

£2.08

–

44,006

–

£0.07m

20/03/11

20/03/13

~~Mr Diamond’s Retained Incentive Opportunity (RIO) reached~~Following completion of the ~~end~~sale of BGI on 1st December 2009, the BGI EOP was terminated In accordance with the rules of the plan. As part of the EOP termination and in line with other participants, Robert E Diamond Jr exercised his EOP options and sold his BGI Holdings shares to Barclays Bank PLC. Robert E Diamond Jr’s EOP options were granted before he was appointed to the Board of Barclays.

In relation to the 2006-2008 PSP awards, after consultation with the Committee, the executive Directors wrote to the PSP trustee to request that it defer the exercise of its discretion to release shares to them until 2011 (subject to continued employment and further financial performance ~~period on 31st December 2007. Vesting was based on Barclays Capital’s cumulative EP over~~conditions relating to the ~~three-year performance period (which exceeded the £2bn threshold at which the maximum potential value would vest). This value~~underlying financial health of the ~~RIO award~~Group). The maximum number of shares that may be released in 2011 was ~~awarded 50%~~determined in ~~cash~~2009 and ~~50% in shares, deferred for one year under ESAS. The ESAS number shown~~is fixed as ~~awarded in the year to~~

~~Mr Diamond includes the deferred share element of his Retained Incentive Opportunity (1,631,868 shares). No bonus shares are attributable to this award. The cash release made in the year is also shown~~set out in the table above.

~~Mr Varley and Mr Diamond received 6,047 and 172,264~~ There will be no opportunity to receive shares in excess of this number (except for any dividend shares ~~respectively from~~that may be awarded by the ~~ESAS released during the year (share price on release date was £4.56)~~PSP trustee).


TSR ~~Peer~~peer group constituents
UK	Mainland Europe	US	Underpin	Actual performance
~~HBOS,~~ HSBC, Lloyds ~~TSB,~~ Banking Group, Royal Bank of Scotland	Banco Santander, BBVA, BNP Paribas, Deutsche Bank, UBS, Unicredit	Citigroup, JP Morgan Chase	Committee must be satisfied with the underlying financial health of the Group after considering Economic Profit (EP) and Profit Before Tax (PBT) on a cumulative basis over the three-year period	To be determined at vesting in ~~Chase~~March 2012


HBOS, HSBC, Lloyds TSB, Royal Bank of Scotland	As above	As above	Cumulative EP over performance period must exceed cumulative EP over previous three years	To be determined at vesting in March 2011
–

As above		As above	As above	~~To be determined~~
–				~~at vesting in~~ ~~March 2010~~
~~As above~~			As above	Performance condition partially met


		~~partially met~~
–
~~As above~~	~~As above~~	~~TSR performance~~ ~~condition not met~~ 153

~~Barclays~~

~~Annual Report 2008~~

~~163~~

LOGO

~~Corporate governance~~

~~Remuneration Report~~

Pensions

Chris Lucas ~~and Frits Seegers receive~~receives a cash allowance of 25% of base salary in lieu of joining a Group pension scheme.

John Varley is a member of the Group’s ~~closed~~1964 UK defined benefit pension scheme. ~~This~~Following a review of UK pension schemes, in line with other employees, he will cease to build up benefits in this non-contributory ~~arrangement provides~~defined benefit scheme with effect from 31st March 2010. At present Mr Varley has a contractual entitlement to an unreduced pension of 60% of pensionable salary should he retire at age 55, and a pension ~~benefit~~ of up to two thirds of his pensionable salary at the normal retirement age of 60. ~~Should he retire at 55, an unreduced pension of 60% of pensionable salary would~~Mr Varley has voluntarily chosen to give up this contractual entitlement with effect from 1st April 2010 and a lesser amount will now be ~~provided. There were no changes~~available, equating to the ~~pension arrangements for~~benefit accrued up to 31st March 2010.

From 1st April 2010 Mr Varley ~~during~~will instead receive a cash allowance of 25% of his base salary in lieu of joining a Group pension scheme in line with other executive Directors. No compensation was paid to Mr Varley for giving up his contractual right to continue to accrue benefits in the ~~year. His increase in~~defined benefit pension ~~of £83,000 during the year relates to accrual under the~~ scheme. ~~The scheme also provides, whilst in employment, a death in service dependant’s pension of 50% of the pension that would have been payable if employment had continued until normal pension age.~~

Mr Varley also has a defined contribution benefit of ~~£549,816~~£596,568 as at 31st December ~~2008~~2009 in respect of a previous transfer from a freestanding ~~AVC.~~AVC, arising from his personal contributions only.

Robert E Diamond Jr participates in the Group’s US non-contributory defined benefit arrangements which provide a benefit at age 65 of 1/60th of final average pensionable pay for each year of service up to a maximum of 30 years. In line with current market practice, final average pensionable pay includes salary and an element of bonus up to a current combined maximum of US$350,000. The benefits are provided through the US defined benefit plan (a funded arrangement), and the US Restoration Plan (an unfunded arrangement). The scheme also provides a death in service spouse’s pension of approximately 50% of the pension that would have been payable had early retirement occurred on the date of death.

Mr Diamond also participates in the Barclays Bank PLC 401K Thrift

Savings Plan and Thrift Restoration Plan, which are both defined contribution plans. The company contributions paid in ~~2008~~respect of 2009 amounted to ~~£11,745~~£18,786 (US$~~21,859)~~29,400).

Table 5 sets out the pension benefits of the current executive Directors.

Pension accrued during the year represents the change in accrued pension during the year (including inflation at the prescribed rate of ~~5% (U K)~~–1.6% (UK)). Pensions paid from the UK ~~final salary section of the applicable~~

~~fund~~defined benefit pension scheme are reviewed annually and increase by a minimum of the increase in the retail prices index (capped at 5%), subject to the scheme rules.

The transfer ~~values have~~value for Mr Varley has been calculated in a manner consistent with the ~~Retirement Benefit Scheme – Transfer Values (GN11) published~~approach used by ~~the Institute of Actuaries, and the Faculty of Actuaries. During 2008,~~ the independent UK Retirement Fund Trustee to calculate cash equivalent transfer values in compliance with the transfer value regulations that came into force on 1st October 2008. During 2009, the UK Retirement Fund Trustee changed the transfer ~~value~~ basis for all members. The change reflected different mortality assumptions and a lower discount rate. This contributed ~~£1.4m~~£3m of the increase in Mr Varley’s transfer value during the year and this amount does not relate to an increase in the pensions benefits accrued by Mr Varley (but the current actuarial assessment of the value of those benefits). The remainder of the increase in transfer value relates to Mr Varley’s additional year of ~~John Varley’s~~pensionable service.

The transfer value for Mr Diamond has been calculated consistent with the approach and assumptions appropriate to the US defined benefit plans of which he is a member.

The transfer values disclosed do not represent a sum paid or payable to the executive Directors, but rather they represent the present value of accrued payments to be made under the pension ~~during the year.~~schemes.

Other benefits

Executive Directors are provided with benefits including private medical insurance, life and disability cover, the use of a company-owned vehicle or the cash equivalent, tax advice and accommodation overseas when required for business purposes. These benefits are available on similar terms to each executive Director. No Director has an expense allowance.


Table 5: Pension provision
	Age at 31st December 2009	Completed years of service	Accrued pension at 31st December 2008 £000	Pension accrued during 2009 (including increase for inflation) £000	Pension accrued during 2009 (excluding inflation) £000	Accrued pension at 31st December 2009 £000	Transfer value of accrued pension at 31st December 2008 £000	Transfer value of accrued pension at 31st December 2009 £000	Increase in transfer value during the year £000	Annual cash in lieu of pension £000
John Varley	53	27	572	47	56	619	12,328	17,015	4,687	–
Robert E Diamond Jr	58	13	45	13	14	58	280	383	103	–
Chris Lucas	49	2	–	–	–	–	–	–	–	163


Table 6: Interests in shares of Barclays PLC at 31st December 2009
	At 1st January 2009		At 31st December 2009
	Beneficial	Non- beneficial	Beneficial	Non- beneficial

Executive Directors
John Varley	593,266	–	622,418	–
Robert E Diamond Jr	5,866,965	–	8,333,810	–
Chris Lucas	76,038	–	101,697	–

Beneficial interests include shares held either directly, or through a nominee, spouse, or children under 18. They include any interests held through Sharepurchase. Non-beneficial interests include any interests in shares where the executive Director holds the legal, but not beneficial interest. Note 42 provides further information on Directors’ and officers’ shareholdings. There were no changes to the interests of executive Directors in shares of Barclays PLC in the period 31st December 2009 to 5th March 2010.

As part of the termination of EOP, Robert E Diamond Jr exercised his options over 100,000 BGI Holdings shares. He then sold his newly acquired BGI Holdings shares and existing 200,000 BGI Holdings shares to Barclays Bank PLC for a net consideration of £26.8m, after deducting aggregate option exercise costs of £6.0m.


Table 7: Indicative change in value of executive Director total share interests
	Indicative value at 1st January 2009 £m	Indicative change in holdings £m		Indicative value at 31st December 2009 £m	Indicative increase on total share interest 2009 £m

Executive Directors
John Varley	2.5	–		4.8	2.3
Robert E Diamond Jr	23.5	(3.7	)	40.0	20.2
Chris Lucas	0.7	0.8		2.6	1.1

Total share interests are beneficial interests plus share-based remuneration including any initial or provisional allocations and vested awards under ESAS, PSP, ISOP and Sharesave.


154

Corporate governance

Remuneration report

continued

Shareholding guideline

The Committee guideline provides that executive Directors should hold Barclays PLC shares worth, as a minimum, the equivalent of one times their base salary in Barclays shares, including shares awarded under ESAS, was met by all executive Directors at 31st December 2007. During the year the Committee increased this guideline to the higher of two times base salary or ~~one-third~~average of total remuneration ~~for~~over the last three years. Executive Directors have five years from their appointment to meet this guideline and a reasonable period to build up to the guideline again if it is not met because of a share price fall. Table 6 shows the current executive Directors’ ~~shareholdings.~~beneficial and non-beneficial interests in shares. Table 7 shows the indicative change in value of the executive Directors’ total share interests during ~~2008.~~

Table 5: Pension provision

Age at 31st
December
2008
Completed
years of
service
Accrued
pension
at 31st
December
2007
£000
Pension
accrued
during 2008
(including
increase for
inflation)
£000 Pension
accrued
during 2008
(excluding
inflation)
£000
Accrued
pension
at 31st
December
2008
£000

Transfer
value of
accrued
pension
at 31st
December
2007
£000

Transfer
value of
accrued
pension
at 31st
December
2008
£000
Increase
in transfer
value during
the year
£000 Annual cash
in lieu of
pension
£000
John Varley
52 26 489 83 59 572 9,463 12,328 2,865 –
Robert E Diamon Jr
57 12 38 7 5 45 214 280 66 –
Chris Lucas
48 1 – – – – – – – 159
Frits Seegers
50 2 – – – –
–
– – 175

Table 6: Interests in shares of Barclays PLC
at 31st December 2008
      At 1st January 2008    At 31st December 2008
      Beneficial    Non-
beneficial    Beneficial    Non-
beneficial
Executive Directors
John Varley    470,650    –    593,266    –

Table 6: Interests in shares of Barclays PLC
at 31st December 2008

      At 1st January 2008    At 31st December 2008
      Beneficial    Non-
beneficial    Beneficial    Non-
beneficial
Robert E Diamond Jr    3,402,192    –    5,866,965    –
Chris Lucas    38,003    –    76,038    –
Frits Seegers    699,870    –    897,747    –
Table 7: Indicative change in value of executive Director
total share interests


Indicative
value at
1st January
2008
£m
   Change in
holdings
£m
Indicative
value at
31st December
2008
£m

Indicative
decrease
on total share
interest
2008
£m

Executive Directors
John Varley    7.1    1.4    2.5    (6.0 )
Robert E Diamond Jr    50.9    22.3    23.5    (49.7 )
Chris Lucas    1.0    1.0    0.7    (1.3 )
Frits Seegers    6.2    2.6    2.8    (6.0 )

Beneficial interests include shares held either directly, or through a nominee, their spouse, and children under 18. They include any interests held through Sharepurchase. Non-beneficial interests include any

interests in shares where the executive Director holds the legal, but not beneficial interest. In addition to the shares above Mr Diamond also holds 200,000 shares in Barclays Global Investors UK Holdings Limited. Mr Seegers has granted a third party bank security over 896,346 of the ordinary shares he holds. Mr Seegers retains beneficial ownership of these shares. He also holds 1,000 ordinary shares in Absa Group Limited. Note 45 provides further information on Directors and officers shareholdings. There were no changes to the interests of executive Directors in shares of Barclays PLC in the period 31st December 2008 to 27th February 2009.

~~Share interests are beneficial interests plus share plan interests including any initial or provisional allocations and vested awards under ESAS, PSP, ISOP, ESOS and Sharesave.~~

~~164~~

~~Barclays~~

~~Annual Report 2008~~

~~Performance Linked Remuneration~~Performance-linked remuneration

Each element of remuneration is important and has a specific role in achieving the aims of the ~~remuneration policy.~~Remuneration Policy. The combined potential remuneration from annual performance bonus and PSP outweighs the other elements, and is subject to personal and Group performance, thereby placing the majority of potential remuneration at risk.

Table 8 shows the average proportions of fixed and variable pay over the last three years.


Table 8: Variable remuneration average over the last three years (or since joining)
			Variable
Table 8: Average fixed and variable pay over the last three years (or since joining)							Table 8: Average fixed and variable pay over the last three years (or since joining)
	Fixed		Cash		Shares					Variable
Executive Directors								Fixed		Cash		Shares
John Varley	57	%	19	%	24	%		79	%	9	%	12	%
Robert E Diamond Jr	2	%	39	%	59	%		4	%	23	%	73	%
Chris Lucas	38	%	12	%	49	%		30	%	6	%	64	%
Frits Seegers	22	%	25	%	53	%

This incorporates salary and benefits, the increase in transfer value of accrued pension or annual cash in lieu of pension, annual bonus comprising cash bonus and deferred share awards including bonus shares, and the fair value of PSP awards.

Service ~~Contracts~~contracts

The Group has service contracts with its executive Directors which do not have a fixed term but provide for a notice period from the Group of 12 months and normally for retirement at age 65. Executive Directors’ contracts allow for termination with contractual notice from the Group or, in the alternative, termination by way of payment in lieu of notice (in phased instalments) which are subject to contractual mitigation. In the event of gross misconduct, neither notice nor a payment in lieu of notice will be given.

The Committee’s approach when considering payments in the event of termination is to take account of the individual circumstances including the reason for termination, contractual obligations and share and pension plan rules.

~~All~~The Committee is sensitive to stakeholder concerns regarding contractual bonus payments to departing executive Directors. The executive Directors’ service contracts will be reviewed in 2010 in the light of best practice and regulatory and corporate governance developments. The Committee does not intend to include similar contractual provisions in relation to executive Director appointments going forward.

Details of current executive Director contract terms are shown in Table 9.

External appointments

The fees for external appointments held by executive Directors are ~~standing for re-election at the 2009 AGM – see page 141.~~

~~Other Directorships~~

~~The executive Directors hold directorships in the organisations and receive the fees~~ shown in Table 10.


Table 9: Contract terms
	Effective date of contract	Notice period from the Company	Potential compensation for loss of office
Executive Directors
John Varley	1st September 2004	12 months	12 months base salary, bonus equivalent to the average of the previous three years and continuation of medical and pension benefits whilst an employee

Robert E Diamond Jr	1st June 2005	12 months	12 months base salary, bonus equivalent to the average of the previous three years and continuation of medical and pension benefits whilst an employee

Chris Lucas	1st April 2007	12 months	12 months base salary, bonus equivalent to the average of the previous three years up to 100% of base salary and continuation of medical and pension benefits whilst an employee

~~Frits Seegers~~	~~7th June 2006~~	~~12 months~~	~~12 months base salary, bonus and~~ ~~continuation of medical and pension~~ ~~benefits whilst an employee~~


Table 10: Fees for external appointments held by executive Directors Director		2009		2008
	Organisation	Fees	Fees retained	Fees	Fees retained
John Varley	British Grolux Investments Limited	£8,061	£8,061	£7,788	£7,788
	AstraZeneca PLC	£95,000	£95,000	£83,333	£83,333

~~Table 10: Other directorships~~Any other positions held by the executive Directors ~~and fees retained~~do not attract fees.

            2008    2007
Director    Organisation    Fees    Fees
retained    Fees    Fees
retained
John Varley
   British Grolux Investments Limited    £ 7,788    £ 7,788    £ 7,613    £ 7,613
   AstraZeneca plc    £ 83,333    £ 83,333    £ 56,486    £ 56,486
   International Advisory Panel of the Monetary Authority of Singapore    US$ 0    US$ 0    US$ 10,000    US$ 10,000
Robert E Diamond Jr
   Old Vic Productions plc    £ 0    £ 0    £ 0    £ 0
Frits Seegers
   Absa Group Limited and Absa Bank Limited    £ 26,807    £ 0    £ 33,363    £ 0
Chris Lucas
   –    –    –    –    –

~~Barclays~~

~~Annual Report 2008~~

~~165~~155

~~Corporate governance~~ LOGO

~~Remuneration Report~~

Group Chairman, Deputy Chairman and non-executive Directors

The Group Chairman, Deputy Chairman and non-executive Directors receive fees which reflect the individual responsibilities and membership of Board Committees. Fees are reviewed each year by the Board. Fees were last increased in June 2008.

The first £20,000 of each non-executive Director’s base fee and the Deputy Chairman’s fee is used to purchase Barclays PLC shares. These shares, together with reinvested dividends, are retained on behalf of the non-executive Directors until they retire from the Board.

Marcus Agius, Group Chairman, has a minimum time commitment to

Barclays ~~of the~~ equivalent to 60% of a full-time role and he receives private health insurance in addition to his fees. Marcus Agius is not

eligible to participate in Barclays bonus and share incentive plans nor will he participate in Barclays pension plans or receive any pension contributions. No other non-executive Director receives any benefits from Barclays.

~~Details~~Membership and Chairmanship of Board Committees as at 31st December 2009 and details of the remuneration received by the non-executive Directors during the year ~~and their~~are set out in Table 11. The Corporate Governance Report sets out current membership. Details of non-executive Director beneficial interests in Barclays PLC shares are set out in ~~tables 11 and~~Table 12.

~~Letters of Appointment~~

The Group Chairman, Deputy Chairman and non-executive Directors have individual letters of appointment. Each appointment is for an initial six-year term, renewable for a single term of three years thereafter. Sir Nigel Rudd’s re-appointment as Deputy Chairman has been approved annually by shareholders.

~~All non-executive Directors, except Sir Nigel Rudd DL and Professor Dame Sandra Dawson, are standing for re-election at the 2009 AGM – see page 155.~~

Table 11: Fees
   Chairman
£000    Deputy
Chairman
£000    Board
Member
£000    Senior
Independent
Director
£000 Audit
Committee
£000    Board HR
and
Remuneration
Committee
£000 Board
Corporate
Governance
and
Nominations
Committee
£000    Board Risk
Committee
£000 Benefits
£000    Total
2008
£000    Total
2007
£000
Full-year fee

(at 31st Dec 08)
750    200    70    30 –    – –    – –    –    –
Full-year fee – Committee Chair

(at 31st Dec 08)
–    –    –    – 60    40 –    40 –    –    –
Full-year fee – Committee Member

(at 31st Dec 08)
–    –    –    – 25    15 15    15 –    –    –
Fees to 31st December 2008
Group Chairman

Marcus Agius
750    –    –    – –    M. Ch.    – 1    751    751
Non-executive Directors

David Booth
–    –    M.    – –    – –    M. –    83    43
Sir Richard Broadbent
–    –    M.    Snr. Ind. –    Ch. M.    Ch. –    188    180
Leigh Clifford AO
–    –    M.    – –    M. –    – –    115    97
Fulvio Conti

–
   –
M.
   – M.    – –    – –    90    85
Professor Dame Sandra Dawson –    –    M.    – M.    – –    – –    90    85
Sir Andrew Likierman
–    –    M.    – M.    – –    M. –    105    100
Sir Michael Rake
–    –    M.    – M.    – –    – –    90    –
Sir Nigel Rudd DL
–    D. Ch.    –    – –    – M.    – –    200    200
Stephen Russell
–    –    M.    – Ch.    – M.    M. –    153    145
Sir John Sunderland
–    –    M.    – –    M. M.    – –    98    95
Patience Wheatcroft
–    –    M.    – –    – –    – –    78    –

Table 11: 2009 fees

Chairman
£000

Deputy
Chairman
£000

Board
Member
£000

Board
Audit
Committee
£000

Board HR
and
Remuneration
Committee
£000

Board
Corporate
Governance
and
Nominations
Committee
£000

Board Risk

Committee

£000

Benefits
£000

Total
2009
£000

Total

2008

£000

Fees (at 31st Dec 09)

Full-year fee

750

200

–

Committee Chair

–

Committee Member

–

Fees to 31st December 2009 Group Chairman

Marcus Agius

750

–

Ch.

–

751

Non-executive Directors

David Booth

–

Sir Richard Broadbent

–

DCh.

–

Ch.

–

197

188

Leigh Clifford AO

–

123

115

Fulvio Conti

–

Simon Fraser

–

Reuben Jeffery III

–

Sir Andrew Likierman

–

110

105

Sir Michael Rake

–

Ch.

–

141

Sir John Sunderland

–

108

~~Patience Wheatcroft was a member of the Brand and Reputation Committee for which the full year fee is £15,000.~~ Leigh Clifford was also a member of the Asia Pacific Advisory Committee and received fees of US$60,000 ~~(2007:~~(2008: US$~~35,000)~~60,000). These fees are included in those shown above. As Deputy Chairman, Sir Richard Broadbent receives a fee of £200,000 per annum. From 16th July 2009, the date from which he was appointed as Deputy Chairman, Sir Richard Broadbent did not receive any additional fees for serving on Board Committees or as Senior Independent Director.

Sir John Sunderland was appointed as a member of the Group Brand and Reputation Committee (for which the full-year fee is £15,000) with effect from 1st July 2009 and received fees of £7,500. These fees are included in those shown above.


Table 12: Shareholdings
	At 1st January 2008 total beneficial interests	At 31st December 2008 total beneficial interests	At 27th February 2009 total beneficial interests	At 1st January 2009 total beneficial interests	At 31st December 2009 total beneficial interests	At 5th March 2010 total beneficial interests
Group Chairman
Marcus Agius	86,136	113,148	113,148	113,148	113,530	113,530
Non-executive Directors
David Booth	50,374	64,248	64,248	64,248	73,325	75,376
Sir Richard Broadbent	14,026	24,625	24,625	24,625	34,590	36,634
Leigh Clifford AO	18,872	26,236	26,236	26,236	35,427	37,348
Fulvio Conti	10,067	30,482	30,482	30,482	39,304	41,274
Professor Dame
Sandra Dawson	12,040	18,859	18,859
Simon Fraser				–	46,247	48,172
Reuben Jeffery III				–	26,173	62,841
Sir Andrew Likierman	8,137	13,297	13,297	13,297	23,007	25,078
Sir Michael Rake	2,700	6,399	6,399	6,399	15,127	17,138
Sir Nigel Rudd DL	84,843	107,569	107,569
Stephen Russell	21,054	30,459	30,459
Sir John Sunderland	31,658	71,463	71,463	71,463	79,775	81,705
Patience Wheatcroft	828	4,144	4,144


Table 13: Terms of ~~Letters~~letters of ~~Appointment~~appointment Notice Potential
	Effective date	~~Notice~~ period from the Company	~~Potential~~ compensation for loss of office
Group Chairman			12 months contractual remuneration
Marcus Agius	1st Jan 2007	12 months	12 months contractual remuneration	~~12 months contractual~~ ~~remuneration~~
Non-executive Directors
David Booth	1st May 2007	6 months	6 months fees
Sir Richard Broadbent	~~1st Sep 2003~~16th July 2009	6 months	6 months fees
Leigh Clifford AO	1st Oct 2004	6 months	6 months fees
Fulvio Conti	1st Apr 2006	6 months	6 months fees
~~Professor Dame~~Simon Fraser	10th Mar 2009	6 months	6 months fees
~~Sandra Dawson~~Reuben Jeffery III	~~1st Mar 2003~~16th July 2009	6 months	6 months fees
Sir Andrew Likierman	1st Sep 2004	6 months	6 months fees
Sir Michael Rake	1st Jan 2008	6 months	6 months fees
Sir ~~Nigel Rudd DL~~	~~1st Feb 1996~~	~~6 months~~	~~6 months fees~~
~~Stephen Russell~~	~~25th Oct 2000~~	~~6 months~~	~~6 months fees~~
~~Sir~~ John Sunderland	1st ~~Jun~~June 2005	6 months	6 months fees
~~Patience Wheatcroft~~	~~1st Jan 2008~~	~~6 months~~	~~6 months fees~~

Simon Fraser was appointed as a non-executive Director with effect from 10th March 2009. Reuben Jeffery III was appointed as a non-executive Director with effect from 16th July 2009. On 16th February 2010, the non-executive Directors acquired ordinary shares pursuant to arrangements under which part of each non-executive Director’s fee is used to buy shares in Barclays. Barclays PLC shares were acquired by each non-executive Director as follows: David Booth 2,051; Sir Richard Broadbent 2,044; Leigh Clifford 1,921; Fulvio Conti 1,970; Simon Fraser 1,925; Reuben Jeffery 2,668; Sir Andrew Likierman 2,071; Sir Michael Rake 2,011 and Sir John Sunderland 1,930. On 17th February 2010, Reuben Jeffery also acquired 8,500 Barclays American Depositary Receipts (ADRs), representing 34,000 Barclays PLC shares. Except as described in this note, there were no changes to the beneficial or non-beneficial interests of non-executive Directors in the period 31st December 2009 – 5th March 2010.

~~166~~ 156

~~Barclays~~

~~Annual Report 2008~~

Corporate governance

Remuneration report

continued

Letters of appointment

The Group Chairman, Deputy Chairman and non-executive Directors have individual letters of appointment. Each non-executive Director appointment is for an initial six-year term, renewable for a single term of three years thereafter.

Details of non-executive Directors standing for re-election at the 2010 AGM are set out on page 123.

Former Directors

~~Gary Hoffman~~Frits Seegers, Sir Nigel Rudd, Professor Dame Sandra Dawson, Stephen Russell and ~~Dr Danie Cronjé~~Patience Wheatcroft ceased to be Directors during the year.

~~Mr Hoffman resigned as a Director on 23rd July 2008 and~~Frits Seegers ceased to be a Director with effect from 3rd November 2009 and continued as an ~~executive Director on 31st August 2008. His employment ceased on 30th September 2008. On cessation of his directorship~~employee in order to effect a successful handover. Professor Dame Sandra Dawson and employment, Mr Hoffman received no termination payments and it was mutually agreed that his full notice period would be waived without payment in lieu, to allow him to take up his appointment at Northern Rock. Dr CronjéSir Nigel Rudd did not put ~~himself~~themselves forward for re-election at the ~~2008~~2009 AGM and received no termination payments. Patience Wheatcroft resigned as a non-executive Director with effect from 16th June 2009 and received no termination payment. Stephen Russell resigned as a non-executive Director with effect from 31st October 2009 and received no termination payment. Their remuneration ~~received during the year~~for 2009 was as follows:

Table 14: Annual remuneration
      Received for 2008

Salary
and fees
£000

Annual
cash bonus
£000

Deferred
share award
(ESAS)
£000

Long term
incentive
(PSP)
£000

Benefits
£000

Total
2008
£000
   Total
2007
£000
Gary Hoffman
   417    298    –    –    9    724    1,146
Dr Danie Cronjé
   25    –    –    –    –    25    217

Table 14: Annual remuneration

Received for 2009

Salary
and fees
£000

Annual
cash bonus
£000

Deferred
share award
(ESAS)
£000

Long term
incentive
(PSP)
£000

Benefits
£000

Cash
allowance
£000

Total
2009
£000

Total
2008
£000

Frits Seegers

700

467

933

110

175

2,385

2,502

Professor Dame Sandra Dawson

–

Sir Nigel Rudd DL

–

200

Stephen Russell

113

–

113

153

Patience Wheatcroft

–

In respect of the deferred share award (ESAS), a recommendation was made to the ESAS trustee that a provisional allocation of shares is made to Mr ~~Hoffman received his normal monthly salary benefits~~Seegers, scheduled to vest over a three-year period (31.5% scheduled to vest at first and ~~pro-rated annual cash~~second anniversary of grant and 37% scheduled to vest at third anniversary of grant. The third portion alone will include 20% bonus ~~total~~shares). The ESAS amount shown in Table 14 shows the basic allocation, but does not include bonus shares. Including the maximum potential bonus shares, the ESAS award will have an initial value of ~~£90,477~~£1,002,042 for ~~the~~Mr Seegers.

During Mr Seegers’ notice period, ~~between the cessation of his directorship and 30th September 2008.~~

~~The former Directors’ beneficial shareholdings were as follows:~~

Table 15: Shareholdings at date of cessation as Director

At 1st January 2008
total beneficial holdings

At date of cessation as Director
total beneficial holdings
Gary Hoffman
   431,761    542,979
Dr Danie Cronjé
   5,146    6,416

~~Dr Cronjé also held 11,700 preference shares in Absa Bank Limited and 101,577 ordinary shares in Absa Bank Limited at~~which will expire on 31st ~~January 2008 and 24th April 2008.~~

~~Mr Hoffman participates in the UK closed defined benefit pension scheme providing a pension~~December 2010 at the ~~normal retirement age~~latest, monthly payments of ~~60 at an accrual rate of 1/60th of pensionable~~£161,150 constituting base salary, ~~for each year of pensionable service.~~

Table 16: Pension provision
      Age at
31st August
2008    Completed
years of
service
Accrued
pension
at 31st
December
2007
£000
   Pension
accrued
during 2008
(including
increase for
inflation)
£000 Pension
accrued
during 2008
(excluding
inflation)
£000
Accrued
pension
at 31st
August
2008
£000

Transfer
value of
accrued
pension
at 31st
December
2007
£000

Transfer
value of
accrued
pension
at 31st
August
2008
£000
   Increase
in transfer
value during
the year
£000
Gary Hoffman
   47    25    273    (1 ) (15 ) 272    2,598    2,824    226

~~In addition to the value of the accrued pension at 31st August 2008, Mr Hoffman also had defined contribution benefits~~instalments in respect of ~~Special Company Contributions (bonus sacrifice). The fund value~~bonus for 2010 and other benefits are payable in line with his contract. In the event of ~~this arrangement~~an earlier cessation of employment by mutual agreement, monthly payments in respect of salary, cash allowance in lieu of pension and other benefits will cease to be made.

Sir Nigel Rudd was ~~£626,412~~appointed as ~~at 31st August 2008. The scheme also provided, whilst in employment, a death in service dependant’s pension of 50%~~Chairman of the ~~pension that would have been payable if employment had continued~~Advisory Committee – UK & Ireland Private Bank with effect from 1st December 2009. As Chairman of the Advisory Committee, Sir Nigel will receive a fee of £150,000 p.a. and in 2009 received £12,500. These fees are not included in those shown above.

Patience Wheatcroft was a member of the Group Brand and Reputation Committee (for which the full-year fee is £15,000) until ~~normal pension age.~~

~~The terms~~her resignation as a non-executive Director with effect from 16th June 2009 and received fees of ~~Mr Hoffman’s contract and Dr Cronjé’s letter of appointment were:~~£6,917. These fees are included in those shown above.


Table ~~17:~~15: Terms of contract or letter of appointment
	Effective date	Notice period from the Company	Potential compensation for loss of office
~~Gary Hoffman~~Frits Seegers	~~1st January 2004~~7th June 2006	12 months	12 months base salary, bonus equivalent to the average of the previous three years ~~up to 100% of base salary,~~ and continuation of medical and pension benefits whilst an employee
~~Dr Danie Cronjé~~Professor Dame Sandra Dawson	1st ~~September 2005~~March 2003	6 months	6 months fees
Sir Nigel Rudd DL	1st February 1996	6 months	6 months fees
Stephen Russell	25th October 2000	6 months	6 months fees
Patience Wheatcroft	1st January 2008	6 months	6 months fees

~~Mr Hoffman’s other Directorships and fees retained were:~~


Table 16: Other directorships held by Frits Seegers		2009			2008
Director	Organisation	Fees		Fees retained	Fees		Fees retained
Frits Seegers	Absa Group Limited and Absa Bank Limited	£	7,598	£0	£	26,807	£0

Frits Seegers held this position until 11th February 2009.


				157

LOGO

Table 18: Other Directorships held by Gary Hoffman
      2008    2007
Organisation    Fees
£000    Fees
retained
£000    Fees
£000    Fees
retained
£000
Visa (Europe) Limited
   £ 0    £ 0    £ 0    £ 0
Trinity Mirror plc
   £ 46,666    £ 46,666    £ 62,754    £ 62,754
Barclays Pension Fund Trustees Limited
   £ 12,500    £ 12,500    –    –

Former Directors continued

Table 17: Executive Share Award Scheme (ESAS)

Scheme

Number at
1st January
2009
(maximum)

Awarded
in year
(maximum)

Market
price on
award
date

Number
released

Market
price on
release
date

Number
lapsed in
2009

Number at
3rd November
2009
(maximum)

Value of
release

First
release

date

Last
release
date

Frits Seegers

ESAS

285,712

–

(84,521

)

£2.83

–

201,191

£0.24m

21/03/10

20/03/11

Mr Seegers received 53,817 dividend shares from the ESAS released during the year (share price on release date was £2.86).

Table 18: Performance Share Plan (PSP)

Scheme

Number of
shares at
1st January
2009
(maximum)

Awarded
in year
(maximum)

Market
price
on
award
date

Number
released

Market
price
on
release
date

Number
lapsed
in 2009

Number of
shares at
3rd November
2009
(maximum)

Value of
release

End of
three- year
PSP
performance
period

Scheduled
release
date

Frits Seegers

PSP 2006-2008

485,868

–

£6.30

–

(246,983

)

238,885

–

31/12/08

31/08/11

PSP 2007-2009

420,246

–

£7.08

–

420,246

–

31/12/09

22/03/10

PSP 2008-2010

1,083,216

–

£4.25

–

1,083,216

–

31/12/10

20/03/11

PSP 2009-2011

–

3,196,095

£2.34

–

3,196,095

–

31/12/11

27/04/12

In respect of Mr Seegers’ 2006 PSP award (scheduled to vest in 2009), vesting was deferred for a further two-year period at his request, subject to the satisfaction of further performance conditions. The maximum number of shares that may be released is as set out in the table. There is no opportunity to receive shares in excess of this number (save for any dividend shares that may be awarded by the PSP trustee). Following his cessation as a Director, a recommendation has been made for the award to vest in March 2010. The Committee determined that the further performance conditions (as requested in 2009) had been met.

50% of Mr Seegers’ 2009 PSP award was subject to the Return on Risk-Weighted Assets condition measured at GRCB level. The Committee determined that following the reorganisation of GRCB, performance would be measured for the 2009 financial year only, to reflect his contribution whilst in service (and is subject to the auditors’ final confirmation). Performance shares under this portion of the award (if any) will not vest until the third anniversary of grant. The TSR portion of the award will continue to be measured for the full three-year period, with shares (if any) scheduled to vest on or after the third anniversary of grant.

Table 19: Sharesave

Scheme

Number at
1st January
2009
(maximum)

Awarded
in year
(maximum)

Weighted
average
exercise
price

Number
vested
in year

Number
exercised

Market
price on
exercise
date

Number
lapsed
in 2009

Number at
3rd November
2009
(maximum)

Vested
number
of share
options

Value of
exercise

First
exercise
date

Last
exercise
date

Frits Seegers

Sharesave

3,480

–

£4.70

–

3,480

–

01/11/12

01/05/13

Gary Hoffman, ~~was retained as~~a former Director, is a Director of Barclays Pension Fund Trustees Limited ~~following cessation~~and received fees of ~~his employment on 30th September 2008. The fees disclosed represent those paid to him for the remainder of 2008.~~£55,254.

~~Barclays~~

~~Annual Report 2008~~

~~167~~

~~Corporate governance~~

~~Remuneration Report~~

~~Table 19: Executive Share Award Scheme (ESAS)~~

Scheme Number at
beginning
of year
(maximum)
Awarded
in year
(maximum)
Market
price on
award
date Number
released Market
price on
release
date Number
lapsed Adjustment
due to
open offer Adjusted
number at
31/08/08
(maximum) Value of
release First
release
date Last
release
date
Gary Hoffman

ESAS
177,314 48,215 £ 4.25 (19,273 ) £ 4.56 – 5,527 211,783 £ 0.1m 13/03/06 20/03/11

~~Table 20: Voluntary Executive Share Award Scheme (VESAS)~~

Scheme Number at
beginning
of year
(maximum)
Awarded
in year
(maximum)
Adjusted
exercise
price Number
vested
in year
Number
exercised

Market
price on
exercise/
lapse
date
Number
lapsed Adjustment
due to
open offer Adjusted
number
31/08/08
(maximum) Vested
number
of share
options Value of
exercise First
exercise
date Last
exercise
date
Gary Hoffman

VESAS
97,088 – nil – – – – 2,602 99,690 92,022 – 05/03/07 29/09/09

~~Table 21: Performance Share Plan (PSP)~~

Maximum
number of
shares at
beginning
of year
Maximum
number
of shares
awarded in
the year
Market
price on
award
date
Number
released
Market
price on
release/
lapse date
Number
lapsed
Adjustment
due to
open offer Adjusted
maximum
number of
shares at
31/08/08
Value of
release

End of
three year
performance
period

Scheduled
release date
Gary Hoffman

2005
227,274 – £ 5.30 – – (227,274 ) – – – 31/12/07 16/06/08
2006
288,276 – £ 6.75 – – – 7,728 296,004 – 31/12/08 21/03/09
2007
255,798 – £ 7.08 – – – 6,858 262,656 – 31/12/09 22/03/10
2008
– 412,086 £ 4.25 – – – 11,046 423,132 – 31/12/10 20/03/11

~~Table 22: Incentive Share Option Plan (ISOP)~~

Scheme Number at
beginning
of year
(maximum) Awarded
in year
(maximum) Adjusted
weighted
exercise
price Number
vested
in year Number
exercised Market
price on
exercise/
lapse date Number
lapsed Adjustment
due to
open offer Adjusted
number at
31/08/08
(maximum) Vested
number
of share
options Value of
exercise First
exercise
date Last
exercise
date
Gary Hoffman

ISOP
540,000 – £ 4.39 – – – – 14,472 554,472 554,472 – 12/03/04 29/09/09

~~Table 23: Sharesave~~

Number at
beginning
of year
(maximum) Awarded
in year
(maximum) Adjusted
weighted
exercise
price Number
vested
in year Number
exercised Market
price on
exercise
date
Adjusted
number
lapsed
Adjustment
due to
open offer Adjusted
number at
31/08/08
(maximum) Vested
number
of share
options Value of
exercise First
exercise
date Last
exercise
date
Gary Hoffman

Total
6,150 – £ 4.24 – – – – 163 6,313 – – n/a n/a

~~168~~ 158

~~Barclays~~

~~Annual Report 2008~~

Corporate governance

Remuneration report

continued

Share and ~~Long Term Incentive Plans~~long-term incentive plans

Barclays operates a number of Group-wide plans. Summaries of the principal plans are set out below. Barclays has a number of employee benefit trusts which operate with these plans. In some cases, the trustees grant awards and purchase shares in the market to satisfy awards as required, in others, new issue or treasury shares may be used to satisfy awards where the appropriate shareholder approval has been obtained. The number of shares held by the trustees is set out in Note 3244 on ~~page 229.~~pages 238 and 239. The limits on the issue of new shares comply with the guidelines issued by the Association of British Insurers.

~~Table 24: Plans under which awards made in 2008~~


Table 20: Plans under which awards made in 2009

Plan name	Executive Directors ~~Eligible?~~ eligible?	Description

Performance Share Plan (PSP)	Yes	– PSP is a performance related share plan under which awards of Barclays PLC shares may be made to selected employees (including executive Directors), subject to trustee discretion.
Performance Share Plan (PSP)		– The PSP trustee may select any employee of the Group to participate in the plan.
		– Awards are granted by the PSP trustee, in consultation with the Remuneration Committee and are communicated as provisional allocations to participants. No right to the shares arises until the PSP trustee releases the shares.
		– Participants do not pay for a grant or release of an award.
		– Awards are normally releasable on or after the third anniversary of grant, to the extent that applicable performance conditions are satisfied, subject to trustee discretion.
		– Any awards released may also include an additional number of shares equivalent to any dividends that would have been paid on the shares between the date of grant and release.
		– Normally, the maximum expected value of an award made to an employee at the date of grant is the higher of 150% of base salary, or 75% of base salary and target bonus. Maximum awards reflect the relevant market for each executive Director. Awards are communicated on grant as an expected ~~value, this~~value. This is a single value for the award at grant, which takes into account the sum of the various possible performance and vesting outcomes.
		– On cessation of employment, eligible leavers (as defined) normally receive an award pro rated for time and performance subject to trustee discretion. For other leavers, awards will normally lapse.
		– On a change of control awards may vest at the PSP trustee’s discretion and may be pro rated for time and performance to the date of change of control.
		– PSP is not an HMRC approved plan.
		– The plan was approved for a ten year period by shareholders in April 2005.
Executive Share Award Scheme (ESAS)	Yes	– ESAS is a deferred share award plan operated in conjunction with various ~~Barclays~~ Group bonus plans for selected employees (including executive Directors), subject to trustee discretion.
Executive Share Award Scheme (ESAS)		– Awards are granted by the ESAS trustee having first consulted with the Remuneration Committee.
		– For certain eligible employees a proportion of discretionary annual bonus is delivered in cash and a proportion is as a recommended mandatory provisional allocation of Barclays PLC shares under ESAS. ~~Normally, for executive Directors, a minimum of 25% of bonus is delivered as a recommended mandatory award under ESAS with 75% delivered as cash.~~
		– The mandatory provisional allocation will normally include bonus shares equal to 30% of the value of the deferred bonus amount awarded in shares. ~~Bonus shares are awarded to recognise the interest that a participant forgoes on the deferred part of the discretionary bonus.~~
		– Under mandatory ESAS awards, nil cost options are typically granted three years from award, subject to the discretion of the ESAS trustee. Participants may then call for the shares plus two thirds of the bonus shares and any associated dividend shares. If the nil cost option is not exercised by the end of the two year period, the ESAS trustee may release all shares, bonus shares and any dividend shares to the participant.
		– In addition to mandatory ESAS, participants may also request to waive any bonus (or part of a bonus) to which they may become entitled and request that a voluntary ESAS award be made to them in the form of a nil cost option. Voluntary ESAS awards are typically fully exercisable after five years, and include bonus shares equal to 30% of the waived bonus amount. Dividend shares may be awarded, as per mandatory ESAS awards.
		– On cessation of employment, a participant may forfeit an award depending on the reason for leaving. Special provisions apply on a change of control.
		– ESAS is also used to make certain awards to facilitate the retention and recruitment of new joiners to the Group who have forfeited share awards on leaving previous employment. Typically bonus shares are not awarded, though dividend shares may be awarded, as per mandatory ESAS awards.
		– ESAS is not an HMRC approved plan.
Incentive shares	No	– Incentive shares are discretionary share awards that may be made to selected employees (excluding executive Directors), subject to trustee discretion.
		– Shares are normally released after three years, subject to continued employment and the discretion of the trustee. Dividends received are normally awarded as additional shares and released at the same time.
		– On cessation of employment eligible leavers (as defined) normally receive an award pro rated for time in employment, subject to the discretion of the trustee; for other leavers, awards will normally lapse.
		– On a change of control awards may vest, pro rated for time to the date of change of control, subject to the discretion of the trustee.
		– Incentive shares is not an HMRC approved plan.

~~Barclays~~

~~Annual Report 2008~~

~~169~~159

~~Corporate governance~~ LOGO

~~Remuneration Report~~

Share and ~~Long Term Incentive Plans (continued)~~long-term incentive plans continued


Table ~~24:~~20: Plans under which awards made in ~~2008 (continued)~~2009 continued

Plan name	Executive Directors ~~Eligible?~~eligible?	Description

Long Term Cash Plan (LTCP)	No	– The LTCP is a forward-looking plan introduced for 2009, under which conditional awards of cash are made to eligible employees (excluding executive Directors). – Awards are released in portions over a period of time (two years for 2009 awards), subject to continued employment. – At the time of the final release, for 2009 awards, a service credit (10% of the initial value of the award) is added. – Participants must normally be in employment at the time of release in order to receive each portion of the payment. – Participants who leave employment before the release date of any portion of the award will normally forfeit any outstanding amounts. For categories of eligible leavers an award will vest, pro rated for time in service. – On a change of control awards may vest at the discretion of the Committee.

Sharesave	Yes	– Sharesave was approved for a ten-year period in 2000 and is due to expire at the end of 2010. Shareholder approval will be sought at the AGM to establish a replacement scheme on substantially the same terms. – Sharesave is a share option plan under which all eligible employees in the UK, Ireland and Spain (including executive Directors) are invited to participate. It is HMRC approved in the UK and approved by the Revenue Commissioners in Ireland.
		– Participants are granted options over Barclays PLC shares which may be at a discount to the market value at the date of award (currently 20%).
		– At the expiry of a fixed term (three, five or seven years) participants may use savings to acquire the shares by exercising their option within 6 months of the date of vesting. Participants may save up to £250 per month (€(¤500 in Ireland,€~~135~~ ¤135 in Spain) for this purpose.
		– On cessation of employment eligible leavers (as defined) may exercise their option to acquire shares to the extent of their savings for a period of 6 months.
		– On a change of control, participants may be able to exercise their options to acquire shares to the extent of their savings for a period of 6 months (or a shorter period in certain circumstances).
		~~– The plan was approved for a ten year period by shareholders in April 2000.~~

Sharepurchase	Yes	– Sharepurchase is an HMRC approved share incentive plan under which all employees in the UK (including executive Directors) are invited to participate.
		– Participants may purchase up to £1,500 of shares each tax year. To encourage employee share ownership, Barclays matches the first £600 of shares purchased by participants on a one-for-one basis. Dividends are also earned in the form of additional shares.
		– Purchased shares may be withdrawn from the plan at any time. Matching and dividend shares must be held in trust for three years before release, but may be kept in trust for five years.
		– On cessation of employment participants must withdraw all shares and depending on the reason for and timing of cessation, the matching shares may be forfeited.
		– On a change of control, participants are able to instruct the Sharepurchase trustee how to act or vote on their behalf.
		– The plan was approved ~~for a ten year period~~ by shareholders in April 2000.

Global Sharepurchase	Yes	– Global Sharepurchase is an extension of the Sharepurchase plan that is offered to employees in the UK. When the Sharepurchase plan was approved by shareholders in April 2000, the approval included the option of extending the plan to other jurisdictions. – Employees in certain jurisdictions are invited under the terms of the Global Sharepurchase plan to purchase shares in Barclays PLC, which attract a matching share award awarded by Barclays (up to a cap) and associated dividend shares. – Global Sharepurchase operates in substantially the same way as Sharepurchase.


160

Corporate governance

Remuneration report

continued

Share and long-term incentive planscontinued


Table ~~25:~~21: New ~~Plans~~plans under which awards ~~are~~ to be made ~~2009~~in 2010

Plan name	Executive Directors ~~Eligible?~~eligible?	Description

~~BGI Equity Participation~~Share Value Plan (SVP)	No	– The ~~BGI Equity Participation Plan~~SVP is a new share incentive plan ~~under which~~to be introduced for 2010. – Share awards ~~linked to the value of BGI shares~~in 2010 will be discretionary awards that may be made to selected ~~BGI~~ employees (excluding executive Directors) ~~in the form of either stock appreciation rights settled in shares or restricted share awards.~~, subject to trustee discretion.
		– Awards ~~normally~~ vest in three ~~equal tranches following~~annual instalments over three years, subject to continued employment and the ~~first, second~~discretion of the trustee. Dividends received are normally awarded as additional shares and ~~third anniversary~~released at the same time. – Vesting of ~~grant provided there has~~the awards may be reduced (to nil if appropriate) on occurrence of certain events (e.g. where the Company’s accounts have been ~~no significant deterioration in~~materially restated at any time during the ~~performance~~vesting period). – Participants who leave employment voluntarily or are dismissed for gross misconduct before the release date of ~~Barclays, with delivery in Barclays shares.~~
		~~– On cessation~~any instalment will normally forfeit any outstanding awards. For categories of ~~employment awards normally vest for~~ eligible ~~leavers (as defined) provided there has been no significant deterioration in the performance of Barclays; for other~~ leavers awards will ~~normally lapse.~~vest.
		– On a change of control awards may vest ~~provided there has been no significant deterioration in~~subject to the ~~performance~~discretion of ~~Barclays.~~the Committee and the trustee. –The SVP is not an HMRC approved plan.
~~Long Term~~
Cash Value Plan ~~(LTCP)~~(CVP)	No	No	– ~~LTCP~~The CVP is a new ~~forward looking~~cash incentive plan to be introduced ~~initially~~ for ~~2009, under which conditional~~2010. – Discretionary awards of cash are made to eligible employees (excluding executive Directors).
		– ~~Awards~~The CVP operates in substantially the same way as the SVP with the intention that 2010 awards are ~~released~~paid in ~~portions~~three annual instalments over a three-year period, ~~of time (two years for 2009 awards), subject to continued employment. At~~at the ~~time~~discretion of the ~~final release, for 2009~~Company’s Cash Plans Committee. – In addition to cash awards, participants may be awarded a service credit (10% of the initial value of the award) ~~is added.~~to be paid at the same time as the final instalment of their award, subject to continued employment in the Group. – Similar leaver and change of control provisions apply under the CVP as for the SVP.

~~– Participants must normally be in employment at the time of release in order to receive each portion of the payment.~~

– Participants who leave employment before the release date of any portion of the award will normally forfeit any outstanding amounts. For categories of eligible leavers an award will vest, pro rated for time in service.

~~– On a change of control awards may vest at the discretion of the Committee.~~

161

LOGO

Share and long-term incentive planscontinued

~~170~~Table 22: Plans under which awards not made in 2009

~~Barclays~~

~~Annual Report 2008~~

~~Share and Long Term Incentive Plans (continued)~~

~~Table 26: Plans under which awards not made in 2008~~


Plan name	Executive Directors ~~Eligible?~~eligible?	Description

ISOP ~~(Incentive~~ (Incentive Share Option Plan)	Yes	– The Incentive Share Option Plan is a share option plan under which share options were granted to selected employees (including executive Directors). No options have been granted since 2004.
		– ISOP contains HMRC approved and unapproved parts.
		– Options were awarded at the market price at the date of grant calculated in accordance with the rules of the plan.
		– Options granted had an EP threshold and a TSR performance condition associated with them. Options were normally exercisable between three and ten years of the grant date.
		– All options granted which met these performance criteria have now vested and are exercisable.
		– On cessation of employment eligible leavers (as defined) normally are able to exercise their options; for other leavers, options normally lapse.
		– On a change of control options would remain exercisable for a specified period.
		– The plan was approved for a ten year period by shareholders in April 2000.

ESOS ~~(Executive~~ (Executive Share Option Scheme)	n/a	– The Executive Share Option Scheme is a share option plan under which share options were granted to selected employees (including executive Directors). No options have been granted since 2000.
		– Options were awarded at the market price at the date of grant calculated in accordance with the rules of the plan.
		– Options were normally exercisable between three and ten years of the grant date. All options are now vested.
		– On cessation of employment eligible leavers (as defined) normally are able to exercise their option pro-rated for performance; for other leavers, options normally lapse.
		– On a change of control options remain exercisable for a specified period.
		– The plan was adopted for a ten year period by shareholders in 1990.

BGI EOP (BGI Equity Ownership Plan)	No	– ~~BGI is Barclays asset management business headquartered in San Francisco.~~ The BGI Equity Ownership Plan (BGI EOP) was approved by shareholders at Barclays 2000 AGM to provide the employee share incentive arrangements required to recruit and retain ~~the quality of~~ senior ~~management and investment talent appropriate for building a global investment management business.~~management.
BGI EOP (BGI Equity Ownership Plan)		– The BGI EOP was designed to provide participants with a long-term equity interest in BGI to meet the expectations of, in particular, BGI’s key investment talent in the United States, who could expect to participate in the equity of their employer. Under the terms of the BGI EOP, options were granted at fair value to key BGI employees over shares in Barclays Global Investors UK Holdings Limited (BGI Holdings) within an overall cap of 20% of the issued ordinary share capital of BGI Holdings.
		– ~~No options were granted under the BGI EOP in 2008 and no further options will be granted. The plan will not be renewed in 2010 when it comes to the end of its life.~~
		~~– All grants of options were approved by the Committee. The Committee is also advised of option exercises and share sales by employees.~~ Employees who were executive Directors of Barclays PLC at the date of grant were not eligible to receive options under the BGI EOP.
		– ~~In summary~~Following completion of the sale of BGI on 1st December 2009, the BGI EOP ~~operated as follows:~~
		~~– certain key~~was terminated on 16th December 2009, in accordance with the rules of the plan. Under the terms of EOP participants were able to exercise their outstanding options in full. Participants were then able to sell their newly acquired and existing BGI ~~employees were granted options over~~Holdings shares ~~in BGI Holdings;~~
		–to Barclays Bank PLC. In accordance with the ~~option exercise~~terms of EOP, the price ~~was based on the fair value of a~~per BGI Holdings share ~~at the date of grant~~was determined ~~by an independent appraiser;~~to be £109.45.
		– ~~the options generally vest evenly over a three-year period and can be exercised during the exercise windows which generally occur twice annually;~~
		~~– option holders are required to fund the exercise without any financial support from any member~~As part of the ~~Barclays Group.~~
		~~– Once employees become shareholders, they are subject~~termination of EOP, participants exercised outstanding options to purchase 6.4 million shares and the ~~Articles of BGI Holdings under which:~~
		~~– shareholders are required to hold the~~Group repurchased all participants’ holdings totalling 10.2 million shares for a ~~minimum of 355 days. As shareholders, employees derive the full risks and rewards of ownership, including voting rights and entitlement to any ordinary dividends paid by BGI Holdings;~~
		– on expiry of the minimum holding period, shareholders may, but are not obliged to, offer their shares for sale to Barclays Bank PLC during the sales windows which generally occur twice annually;
		~~– Barclays Bank PLC, at its discretion, has a right to purchase shares so offered, but is not obliged to do so.~~
		~~– The table below contains information on the number of shares in BGI Holdings over which options were granted, outstanding and exercised in 2007 and 2008:~~

Year

Number
granted
during year
(000s)

Number
outstanding
at year end
(000s)

Number
exercised
(000s)

2007    2,599    7,502    1,632
2008    –    6,584    550


				~~– In 2008 BGI employees exercised options over 0.5m (2007: 1.6m) shares for~~net consideration of ~~£19m (2007: £57m); Barclays Bank PLC purchased 1.8m (2007: 4.9m) shares offered for sale by shareholders for consideration~~£542m, after deducting aggregate option exercise costs of ~~£157m (2007: £488m). As at 31st December 2008, employees owned 4.5% of BGI Holdings (2007: 5.9%).~~£571m.

~~Barclays~~

~~Annual Report 2008~~

~~171~~

~~Corporate governance~~

~~Remuneration Report~~

~~Share and Long Term Incentive Plans (continued)~~

~~Table 26: Plans under which awards not made in 2008 (continued)~~


~~Plan name~~	~~Executive Directors Eligible?~~	~~Description~~
		BGI EOP – Accounting and disclosure
		– The BGI EOP is accounted for as an equity settled share-based payment in accordance with IFRS 2 ‘Share-based Payment’. The fair value of the services received from the employees is measured by reference to the fair value of the share options granted on the date of the grant. The cost of the employee services received in respect of the share options granted is recognised in the income statement over the period that the services are received.
		– ~~The cost for 2008 of £30.9m (2007: £54.8m, 2006: £37.4m) is included in staff costs in Note 8 to the accounts.~~ In accordance with IFRS 2, details of share options granted and exercised, together with weighted average fair values at grant date and weighted average exercise prices are set out in Note 4544 to the accounts. In accordance with IAS 33 ‘Earnings per Share’, unexercised options are taken into account in the calculation of diluted earnings per share as set out in Note 11 to the accounts.
		– For Group reporting, ~~the exercise of options by employees is~~participants’ shareholdings are treated as ~~a deemed disposal of~~non controlling interests ~~in a subsidiary, as its holding in the subsidiary~~and goodwill has been ~~reduced for~~previously recognised as a result of the ~~consideration represented by the exercise price. Any subsequent~~ purchase of shares offered for sale by ~~employees is treated as a purchase of an additional investment in a subsidiary entity.~~employees. The ~~cash flows~~related goodwill and non-controlling interests relating to ~~these capital transactions are included in~~ the ~~consolidated cash flow statement and disclosed, along with other disposals and acquisitions, in Note 38 to the accounts and related movements in goodwill and minority interests~~scheme are included in Notes 21 and 33 to the accounts respectively. – Following completion of the sale of BGI, the BGI EOP was terminated. The cost of terminating the plan has been included as a cost of disposal in Note 38 to the accounts.
BGI Equity Participation Plan	No	– The BGI Equity Participation Plan was a share plan linked to the value of BGI shares intended for selected BGI employees (in the form of stock appreciation rights settled in shares of restricted share awards). – No awards have been or will be made under the plan as BGI has now been sold from the Group.

~~172~~ 162

~~Barclays~~

~~Annual Report 2008~~

Corporate governance

Accountability and audit

~~Corporate governance~~

~~Accountability and audit~~

Going concern

The Group’s business activities and financial position; the factors likely to affect its future development and performance; and its objectives and policies in managing the financial risks to which it is exposed and its capital are discussed in the Business Review.

The Directors have assessed, in the light of current and anticipated economic conditions, the Group’s ability to continue as a going concern.

The Directors confirm they are satisfied that the Company and the Group have adequate resources to continue in business for the foreseeable future. For this reason, they continue to adopt the ‘going concern’ basis for preparing accounts.

Internal control

The Directors have responsibility for ensuring that management maintain an effective system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. Throughout the year ended 31st December ~~2008,~~2009, and to date, the Group has operated a system of internal control which provides reasonable assurance of effective and efficient operations covering all controls, including financial and operational controls and compliance with laws and regulations. Processes are in place for identifying, evaluating and managing the significant risks facing the Group in accordance with the guidance ‘Internal Control: Revised Guidance for Directors on the Combined Code’ published by the Financial Reporting Council. The Board regularly reviews these processes through its principal Board Committees.

The Directors review the effectiveness of the system of internal control semi-annually. An internal control compliance certification process is conducted throughout the Group in support of this review. The effectiveness of controls is periodically reviewed within the business areas. Regular reports are made to the Board Audit Committee by management, Internal Audit and the finance, compliance and legal functions covering particularly financial controls, compliance and operational controls. The Board Audit Committee monitors resolution of any identified control issues of Group level significance through to a satisfactory conclusion.

The Group Internal Control and Assurance Framework (GICAF) describes the Group’s approach to internal control and details Group policies and processes. The GICAF is reviewed and approved on behalf of the Group Chief Executive by the Group Governance and Control Committee.

~~Quarterly~~Regular risk reports are made to the Board covering risks of Group significance including credit risk, market risk, operational risk and ~~operational~~legal risk. Reports covering credit, market and operational risk, key risks, risk measurement ~~standards~~methodologies and risk appetite are made to the Board Risk Committee. Further details of risk management procedures are given in the Risk management section on pages 5754 to ~~136.~~118.

Management’s ~~Reports~~report on ~~Internal Control Over Financial Reporting~~internal control over financial reporting

The management of Barclays PLC and Barclays Bank PLC (collectively ~~“Management”~~‘Management’) ~~are~~is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed under the supervision of the principal

executive and principal financial officers of Barclays PLC and Barclays Bank PLC to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and the International Accounting Standards Board (IASB).

Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorisations of management and the respective Directors of Barclays PLC and Barclays Bank PLC; and provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of ~~the~~ assets that could have a material ~~effect~~affect on the financial ~~statements of Barclays PLC or Barclays Bank PLC, as the case may be.~~statements.

Internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of Barclays ~~PLC’s~~PLC and Barclays Bank PLC’s internal control over financial reporting as of 3131st December ~~2008.~~2009. In making its assessment, Management has utilised the criteria set forth by the Committee of Sponsoring Organisations of the Treadway Commission in Internal Control – Integrated Framework. Management concluded that, based on its assessment, the internal control over financial reporting of ~~each of~~ Barclays PLC and Barclays Bank PLC was effective as of 3131st December ~~2008.~~

Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include internal controls relating to certain of the Lehman Brothers North American investment banking and capital markets businesses acquired from Lehman Brothers Holdings Inc. in September 2008. These businesses have been included in consolidated financial statements of both Barclays PLC and Barclays Bank PLC for the year ended 31 December 2008. The businesses which have not been included in management’s assessment represented approximately 1.1% of the Group income and 0.2% of the total Group assets for the year ended and as at 31 December 2008.2009.

Our independent registered public accounting firm has issued a report on Barclays PLC’s internal control over financial reporting which is set out on page ~~177.~~166.

This annual report does not include a report of our registered public accounting firm on Barclays Bank PLC’s internal control over financial reporting. Barclays Bank PLC’s internal control over financial reporting is not subject to assessment by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit Barclays Bank PLC to provide only the management’s report in this annual report.

The system of internal financial and operational controls is also subject to regulatory oversight in the United Kingdom and overseas. Further information on supervision by the financial services regulators is provided under Supervision and Regulation in the Risk Management section on pages ~~135-136. The Group Chief Executive~~117 to 118.

Changes in internal control over financial reporting

There have been no changes in Barclays PLC and ~~Group Finance Director also concluded~~Barclays Bank PLC’s internal control over financial reporting that ~~no significant changes were made~~occurred during the period covered by this report which have materially affected or are reasonably likely to ~~our~~materially affect Barclays PLC and Barclays Bank PLC’s internal ~~controls or in other factors that could significantly affect these controls subsequent to their evaluation.~~control over financial reporting.


				163

LOGO

Statement of Directors’ responsibilities for accounts

The following statement ~~which should be read in conjunction with the Auditors’ report set out on page 177,~~ is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the auditors in relation to the accounts.

The Directors are required by the Companies Act ~~1985~~2006 to prepare accounts for each financial year and, with regards to Group accounts, in accordance with Article 4 of the IAS Regulation. The Directors have prepared individual accounts in accordance with ~~IFRSs~~IFRS as adopted by the European Union. The accounts are required by law and ~~IFRSs~~IFRS to present fairly the financial position of the Company and the Group and the performance for that period. The Companies Act ~~1985~~2006 provides, in relation to such accounts, that references to accounts giving a true and fair view are references to fair presentation.

The Directors consider that, in preparing the accounts on pages ~~179~~167 to ~~284,~~282, and the additional information contained on pages ~~315~~302 to ~~323,~~312, the Group has used appropriate accounting policies, supported by reasonable judgements and estimates, and that all accounting standards which they consider to be applicable have been followed.

The Directors have responsibility for ensuring that the Company and the Group keep accounting records which disclose with reasonable accuracy the financial position of the Company and the Group and which enable them to ensure that the accounts comply with the Companies Act ~~1985.~~2006.

The Directors have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.


		~~Barclays~~~~Annual Report 2008~~				~~173~~

~~Corporate governance~~

~~Accountability and audit~~

Disclosure controls and procedures ~~Sec 20F Item 15(a)~~

The Group Chief Executive, John Varley, and the Group Finance Director, Chris Lucas, conducted with Group Management an evaluation of the effectiveness of the design and operation of the Group’s disclosure controls and procedures as at 31st December ~~2008,~~2009, which are defined as those controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the US Securities Exchange Act of 1934 is recorded, processed, summarised and reported within the time periods specified in the US Securities and Exchange Commission’s rules and forms. As of the date of the evaluation, the Group Chief Executive and Group Finance Director concluded that the design and operation of these disclosure controls and procedures were effective.

The Directors confirm to the best of their knowledge that:

(a) The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of Barclays PLC and the undertakings included in the consolidation taken as a whole; and

(a)	The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of Barclays PLC and the undertakings included in the consolidation taken as a whole; and

(b) The management report includes a fair review of the development and performance of the business and the position of Barclays PLC and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

(b)

The management report, which is incorporated into the Directors’ Report on pages 122 to 125, includes a fair review of the development and performance of the business and the position of Barclays PLC and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Signed on behalf of the Board

LOGO

~~Marcus Agius~~

~~Group Chairman~~

~~5th March 2009~~

Marcus Agius

Group Chairman

9th March 2010

LOGO

~~174~~Financial

~~Barclays~~

~~Annual Report 2008~~

statements

~~Financial statements~~165

Presentation of information

~~176~~

166

~~Report of the~~ Independent Registered Public Accounting ~~Firm~~
~~to the Board of Directors and Shareholders of Barclays PLC~~Firm’s report

~~177~~

~~Report of the Independent Registered Public Accounting Firm~~
~~to the Board of Directors and Shareholders of Barclays Bank PLC~~167

~~178~~

~~Consolidated accounts Barclays PLC~~

~~179~~

Accounting policies

~~179~~

177

Accounting developments

~~188~~

178

Consolidated income statement

~~190~~

179

Consolidated statement of comprehensive income

180

Consolidated balance sheet

~~191~~

181

Consolidated statement of ~~recognised income and expense~~changes in equity

~~192~~

182

Consolidated cash flow statement

~~193~~

183

Parent ~~company~~Company accounts

~~194~~

186

Notes to the accounts

~~196~~

283

Barclays Bank PLC data

~~285~~

165

LOGO

~~Barclays~~

~~Annual Report 2008~~

~~175~~

Presentation of information

Barclays PLC is a public limited company registered in England under company number 48839. The Company, originally named Barclay & Company Limited, was incorporated in England and Wales on 20th July 1896 under the Companies Acts 1862 to 1890 as a company limited by shares. The company name was changed to Barclays Bank Limited on 17th February 1917 and it was reregistered in 1982 as a public limited company under the Companies Acts 1948 to 1980. On 1st January 1985, the company changed its name to Barclays PLC.

Barclays Bank PLC is a public limited company registered in England under company number 1026167. The Bank was incorporated on 7th August 1925 under the Colonial Bank Act 1925 and on 4th October 1971 was registered as a company limited by shares under the Companies Acts 1948 to 1967. Pursuant to The Barclays Bank Act 1984, on 1st January 1985 the Bank was reregistered as a public limited company and its name was changed from Barclays Bank International Limited to Barclays Bank PLC.

All of the issued ordinary share capital of Barclays Bank PLC is owned by Barclays PLC. The Annual Report for Barclays PLC also contains the consolidated accounts of, and other information relating to, Barclays Bank PLC. The Annual Report includes information required to be included in the Barclays PLC and Barclays Bank PLC Annual Report on Form 20-F for ~~2008.~~2009. Form 20-F will contain as exhibits certificates pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, signed by the Group Chief Executive and Group Finance Director, with respect to both Barclays PLC and Barclays Bank PLC. Except where otherwise indicated, the information given is identical with respect to both Barclays PLC and Barclays Bank PLC.

The term ‘Companies Act 1985’ means the company law provisions of the Companies Act 1985 (as amended) that remain in force. The term ‘Companies Act 2006’ means the operative company law provisions of the Companies Act 2006.

~~The~~ accounts of Barclays Bank PLC included in this document do not comprise statutory accounts within the meaning of Section ~~240~~434 of the Companies Act ~~1985.~~2006. The statutory accounts of Barclays Bank PLC, which contain an unqualified audit report and do not contain any statement under Section ~~237(2)~~498(2) or (3) of that Act, will be delivered to the Registrar of Companies in accordance with Section ~~242~~441 of that Act and are published as a separate document.

Draft BBA Code for Financial Reporting Disclosure

In accordance with the agreement set out in the FSA discussion paper, ‘Enhancing financial reporting disclosure by UK credit institutions’, Barclays confirms that it has complied with the draft BBA Code for Financial Reporting Disclosure.

In October 2009, the British Bankers’ Association published a draft Code for Financial Reporting Disclosure. The ~~term ‘Barclays PLC Group’ means Barclays PLC~~draft Code sets out five disclosure principles together with ~~its subsidiaries~~supporting guidance. The principles are that UK banks will: provide high quality, meaningful and decision-useful disclosures; review and enhance their financial instrument disclosures for key areas of interest; assess the applicability and relevance of good practice recommendations to their disclosures acknowledging the importance of such guidance; seek to enhance the comparability of financial statement disclosures across the UK banking sector; and clearly differentiate in their annual reports between information that is audited and information that is unaudited.

The Group and other major UK banks have voluntarily adopted the draft Code in their 2009 financial statements. The Group’s 2009 financial statements have therefore been prepared in compliance with the draft Code’s principles and the ~~term ‘Barclays Bank PLC Group’ means Barclays Bank PLC together~~Group aims to continue to enhance its disclosures in line with ~~its subsidiaries. ‘Barclays’~~developing market practice and ~~‘Group’ are terms which are used to refer to either~~areas of the preceding groups when the subject matter is identical. The term ‘Company’ or ‘parent Company’ refers to Barclays PLC and the term ‘Bank’ refers to Barclays Bank PLC. The term ‘Absa Group Limited’ is used to refer to Absa Group Limited and its subsidiaries and the term ‘Absa’ is used to refer to the component of the Global Retail and Commercial Banking segment represented by this business. In this report, the abbreviations ‘£m’ and ‘£bn’ represent millions and thousands of millions of pounds sterling respectively; the abbreviations ‘US$m’ and ‘US$bn’ represent millions and thousands of millions of US Dollars respectively and ‘€~~m’ and ‘~~€~~bn’ represent millions and thousands of millions of euros respectively.~~focus.

Statutory Accounts

The consolidated accounts of Barclays PLC and its subsidiaries are set out on pages ~~179~~167 to ~~284~~282 along with the accounts of Barclays PLC itself on ~~page 208.~~pages 183 to 185. The consolidated accounts of Barclays Bank PLC and its subsidiaries are set out on pages ~~285~~283 to ~~298.~~300. The accounting policies on pages ~~179~~167 to ~~187~~177 and the Notes commencing on page ~~196~~186 apply equally to both sets of accounts unless otherwise stated.

~~Adoption of IFRS and 2004 comparatives~~

The Group adopted the requirements of International Financial Reporting Standards and International Accounting Standards (collectively IFRSs) as adopted by the European Union in 2005. As permitted by IFRS 1, the accounting standards relating to financial instruments and insurance contracts have not been applied to 2004. Therefore, the 2004 comparatives are significantly different from the numbers reported in later years. n/a has been included in tables where, as a result of the application of IAS 32, IAS 39 and IFRS 4 in later years and UK GAAP in 2004, the disclosure is not applicable.

~~176~~ 166

~~Barclays~~

~~Annual Report 2008~~

Independent Registered Public Accounting Firm’s report

Report of Independent Registered Public Accounting Firm toTo the Board of Directors and Shareholders of Barclays PLC

In our opinion, the accompanying Consolidated income statements and the related Consolidated balance sheets, Consolidated cash flow statements ~~of recognised income and expense~~ and, Consolidated statements of ~~cash flows~~comprehensive income and Consolidated statements of changes in equity present fairly, in all material respects, the financial position of Barclays PLC ~~(the ‘Company’)~~(The Company) and its subsidiaries at 31st December ~~2008~~2009 and 31st December ~~2007~~2008 and the results of their operations and cash flows for each of the three years in the period ended 31st December ~~2008,~~2009, in conformity with International Financial Reporting Standards ~~(IFRSs)~~(IFRS) as issued by the International Accounting Standards Board. Also, in our opinion the Company maintained, in all material respects, effective internal control over financial reporting as of 31st December ~~2008,~~2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring ~~Organizations~~Organisations of the Treadway Commission ~~(‘COSO’)~~(COSO).

The Company’s management are responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in ‘Management’s report on internal control over financial reporting’ as it pertains to Barclays PLC in the section headed ‘Accountability and ~~audit’~~Audit’.

Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant

estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in ‘Management’s report on internal control over financial reporting’, management has excluded certain of the Lehman Brothers North American investment banking and capital markets businesses acquired from Lehman Brothers Holdings Inc from its assessment of internal control over financial reporting as of 31st December 2008 as they were acquired in a purchase business combination in September 2008. We have also excluded certain of the Lehman Brothers North American investment banking and capital markets businesses, acquired from Lehman Brothers Holdings Inc from our audit of internal control over financial reporting. These businesses represented approximately 1.1% of group income and 0.2% of the total Group assets for the year ended 31st December 2008.

/s/ PricewaterhouseCoopers LLP

~~Chartered Accountants and Registered Auditors~~

PricewaterhouseCoopers LLP

London, United Kingdom

~~5th~~9th March ~~2009~~2010

~~Barclays~~

~~Annual Report 2008~~

~~177~~

~~Report of Independent Registered Public Accounting Firm~~

~~To the Board of Directors and Shareholders of Barclays Bank PLC:~~

In our opinion, the accompanying Consolidated income statements and the related Consolidated balance sheets, Consolidated statements of recognised income and expense and Consolidated statements of cash flows present fairly, in all material respects, the financial position of Barclays Bank PLC and its subsidiaries at 31st December 2008 and 31st December 2007, and the results of their operations and cash flows for each of the three years in the period ended 31st December 2008 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~PricewaterhouseCoopers LLP~~

~~London~~

~~United Kingdom~~

~~5th March 2009~~

~~178~~

~~Barclays~~

~~Annual Report 2008~~

167

Consolidated accounts Barclays PLC

Accounting policies

Significant accounting policies

1. Reporting entity

These financial statements are prepared for the Barclays PLC Group ~~(‘Barclays’ or ‘the Group’)~~ under Section ~~227(2)~~399 of the Companies Act ~~1985.~~2006. The Group is a major global financial services provider engaged in retail and commercial banking, credit cards, investment banking, wealth management and investment management services. In addition, individual financial statements have been prepared for the holding company, Barclays PLC ~~(‘the Company’)~~(the Company), under Section ~~226(2)(b)~~397 of the Companies Act ~~1985.~~2006.

Barclays PLC is a public limited company, incorporated in ~~Great Britain~~England and Wales having a registered office in ~~England.~~England and is the holding company of the Group.

2. Compliance with International Financial Reporting Standards

The consolidated financial statements of the Barclays PLC Group, and the individual financial statements of Barclays PLC, have been prepared in accordance with International Financial Reporting Standards ~~(IFRSs)~~(IFRS) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), as published by the International Accounting Standards Board (IASB). They are also in accordance with ~~IFRSs~~IFRS and IFRIC interpretations as adopted by the European Union.

The principal accounting policies applied in the preparation of the consolidated and individual financial statements are set out below. These policies have been consistently applied. Changes in accounting policy are set out on page 177.

3. Basis of preparation

The consolidated and individual financial statements have been prepared under the historical cost convention modified to include the fair valuation of investment property, certain financial instruments and contracts to buy or sell non-financial items and trading inventories to the extent required or permitted under accounting standards and as set out in the relevant accounting polices. They are stated in millions of pounds Sterling (£m), the currency of the country in which Barclays PLC is incorporated.

Critical accounting estimates

The preparation of financial statements in accordance with ~~IFRSs~~IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the accounting policies. The notes to the financial statements set out areas involving a higher degree of judgement or complexity, or areas where assumptions are significant to the consolidated and individual financial statements such as fair value of financial instruments (Note 50), allowance for impairment (Note 47), goodwill (Note 21), intangible assets (Note 22), ~~and~~ retirement benefit obligations (Note 30), derecognition of financial assets (Note 29), taxation (Note 10) and credit risk (Note 47).

4. Consolidation

Subsidiaries

The consolidated financial statements combine the financial statements of Barclays PLC and all its subsidiaries, including certain special purpose entities (SPEs) where appropriate, made up to 31st December. Entities qualify as subsidiaries where the Group has the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities,

generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered in assessing whether the Group controls another entity. Details of the principal subsidiaries are given in Note 41.

SPEs are consolidated when the substance of the relationship between the Group and that entity indicates control. Potential indicators of control include, amongst others, an assessment of the Group’s exposure to the risks and benefits of the SPE.

This assessment of risks and benefits is based on arrangements in place and the assessed risk exposures at inception. The initial assessment is reconsidered at a later date if:

a)	the Group acquires additional interests in the entity;

b)	the contractual arrangements of the entity are amended such that the relative exposure to risks and benefits change; or

c)	if the Group acquires control over the main operating and financial decisions of the entity.

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date that control ceases.

The acquisition method of accounting is used to account for the purchase of subsidiaries. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed, plus any costs directly related to the acquisition.

The excess of the cost of an acquisition over the Group’s share of the fair value of the identifiable net assets acquired is recorded as goodwill. See accounting policy 14 for the accounting policy for goodwill. A gain on acquisition is recognised in profit or loss if there is an excess of the Group’s share of the fair value of the identifiable net assets acquired over the cost of the acquisition. Intra-group transactions and balances are eliminated on consolidation and consistent accounting policies are used throughout the Group for the purposes of the consolidation.

As the consolidated financial statements include partnerships where a Group member is a partner, advantage has been taken of the exemption ofunder Regulation 7 of the Partnerships ~~and Unlimited Companies~~ (Accounts) Regulations ~~1993~~2008 with regard to the preparation and filing of individual partnership financial statements.

In the individual financial statements, investments in subsidiaries are stated at cost less impairment, if any.

Associates and joint ventures

An associate is an entity in which the Group has significant influence, but not control, over the operating and financial management policy decisions. This is generally demonstrated by the Group holding in excess of 20%, but no more than 50%, of the voting rights.

A joint venture exists where the Group has a contractual arrangement with one or more parties to undertake activities typically, though not necessarily, through entities which are subject to joint control.

Unless designated as at fair value through profit and loss as set out in policy 7, the Group’s investments in associates and joint ventures are initially recorded at cost and increased (or decreased) each year by the Group’s


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Accounting policies

continued

share of the post-acquisition profit (or loss), or other movements reflected directly in the ~~equity~~other comprehensive income of the associated or jointly controlled entity. Goodwill arising on the acquisition of an associate or joint venture is included in the carrying amount of the investment (net of any accumulated impairment loss). When the Group’s share of losses or other reductions in equity in an associate or joint venture equals or exceeds the recorded interest, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the entity.

The Group’s share of the results of associates and joint ventures is based on financial statements made up to a date not earlier than three months before the balance sheet date, adjusted to conform with the accounting polices of the Group. Unrealised gains on transactions are eliminated to the extent of the Group’s interest in the investee. Unrealised losses are also eliminated unless the transaction provides evidence of impairment in the asset transferred.

In the individual financial statements, investments in associates and joint ventures are stated at cost less impairment, if any.

5. Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using their functional currency, being the currency of the primary economic environment in which the entity operates.

Foreign currency transactions are translated into the appropriate functional currency using the exchange rates prevailing at the dates of the transactions. Monetary items denominated in foreign currencies are retranslated at the rate prevailing at the period end. Foreign exchange gains and losses resulting from the retranslation and settlement of these items are recognised in the income statement except for qualifying cash flow hedges or hedges of net investments. See policy 12 for the policies on hedge accounting.

Non-monetary assets that are measured at fair value are translated using the exchange rate at the date that the fair value was determined. Exchange differences on equities and similar non-monetary items held at fair value through profit or loss, are reported as part of the fair value gain or loss. Translation differences on equities classified as available for sale financial assets and similar non-monetary items are included directly in equity.

~~Barclays~~

~~Annual Report 2008~~

~~179~~

~~Consolidated accounts Barclays PLC~~

~~Accounting policies~~

For the purposes of translation into the presentational currency, assets, liabilities and equity of foreign operations are translated at the closing rate, and items of income and expense are translated into Sterling at the rates prevailing on the dates of the transactions, or average rates of exchange where these approximate to actual rates.

The exchange differences arising on the translation of a foreign operation are included in cumulative translation reserves within shareholders’ equity and included in the profit or loss on disposal or partial disposal of the operation.

Goodwill and fair value adjustments arising on the acquisition of foreign subsidiaries are maintained in the functional currency of the foreign operation, translated at the closing rate and are included in hedges of net investments where appropriate.

On transition to IFRS, the Group brought forward a nil opening balance on the cumulative foreign currency translation adjustment arising from the retranslation of foreign operations, which is shown as a separate item in shareholders’ equity.

6. Interest, fees and commissions

Interest

Interest is recognised in interest income and interest expense in the income statement for all interest bearing financial instruments classified as held to maturity, available for sale or other loans and receivables using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial asset or liability (or group of assets and liabilities) and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts the expected future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period, to the net carrying amount of the instrument. The application of the method has the effect of recognising income (and expense) receivable (or payable) on the instrument evenly in proportion to the amount outstanding over the period to maturity or repayment.

In calculating effective interest, the Group estimates cash flows (using projections based on its experience of customers’ behaviour) considering all contractual terms of the financial instrument but excluding future credit losses. Fees, including those for early redemption, are included in the calculation to the extent that they can be measured and are considered to be an integral part of the effective interest rate. Cash flows arising from the direct and incremental costs of issuing financial instruments are also taken into account in the calculation. Where it is not possible to otherwise estimate reliably the cash flows or the expected life of a financial instrument, effective interest is calculated by reference to the payments or receipts specified in the contract, and the full contractual term.

Fees and commissions

Unless included in the effective interest calculation, fees and commissions are recognised on an accruals basis as the service is provided. Fees and commissions not integral to effective interest arising from negotiating, or participating in the negotiation of a transaction from a third party, such as the acquisition of loans, shares or other securities or the purchase or sale of businesses, are recognised on completion of the underlying transaction. Portfolio and other management advisory and service fees are recognised based on the applicable service contracts. Asset management fees related to investment funds are recognised over the period the service is provided. The same principle is applied to the recognition of income from wealth management, financial planning and custody services that are continuously provided over an extended period of time.

Commitment fees, together with related direct costs, for loan facilities where draw down is probable are deferred and recognised as an adjustment to the effective interest on the loan once drawn. Commitment fees in relation to facilities where draw down is not probable are recognised over the term of the commitment.


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Insurance premiums

Insurance premiums are recognised in the period earned.

Net trading income

Income arises from the margins which are achieved through market-making and customer business and from changes in fair value caused by movements in interest and exchange rates, equity prices and other market variables. Trading positions are held at fair value and the resulting gains and losses are included in the income statement, together with interest and dividends arising from long and short positions and funding costs relating to trading activities.

Dividends ~~from subsidiaries~~

~~In the individual financial statements of Barclays PLC, dividends from subsidiaries~~Dividends are recognised when the right to receive payment is ~~established, which~~established. In the individual financial statements of Barclays PLC, this is when the dividends are received or when the dividends are appropriately authorised by the subsidiary.

7. Financial assets and liabilities

Financial assets

The Group classifies its financial assets in the following categories: financial instruments at fair value through profit or loss; loans and receivables; held to maturity investments and available for sale financial assets. Management determines the classification of financial assets and liabilities at initial recognition.

Financial instruments at fair value through profit or loss

Financial instruments are classified in this category if they are held for trading, or if they are designated by management under the fair value option. Instruments are classified as held for trading if they are:

a)	acquired principally for the purposes of selling or repurchasing in the near term;

b)	part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term ~~profit-taking;~~profit taking; or

c)	a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.

It is not possible to transfer a financial instrument out of this category whilst it is held or issued with the exception of non-derivative financial assets held for trading which may be transferred out of this category from 1st July 2008 after initial classification where:

a)	in rare circumstances, it is no longer held for the purpose of selling or repurchasing in the near term, or

b)	it is no longer held for the purpose of trading, it would have met the definition of a loan and receivable on initial classification and the Group has the intention and ability to hold it for the foreseeable future or until maturity.

Financial instruments included in this category are recognised initially at fair value and transaction costs are taken directly to the income statement. Gains and losses arising from changes in fair value are included directly in the income statement. The instruments are derecognised when the rights to receive cash flows have expired or the Group has transferred substantially all the risks and rewards of ownership and the transfer qualifies for derecognition.

Regular way purchases and sales of financial instruments held for trading or designated under the fair value option are recognised on trade date, being the date on which the Group commits to purchase or sell the asset. The fair value option is used in the following circumstances:

financial assets backing insurance contracts and financial assets backing investment contracts are designated at fair value through profit or loss because the related liabilities have cash flows that are contractually based on the performance of the assets or the related liabilities are insurance contracts whose measurement incorporates current information. Fair valuing the assets through profit and loss significantly reduces the recognition inconsistencies that would arise if the financial assets were classified as available for sale;

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b)	financial assets, loans to customers, financial liabilities, financial guarantees and structured notes may be designated at fair value through profit or loss if they contain substantive embedded derivatives;

financial assets, loans to customers, financial liabilities, financial guarantees and structured notes may be designated at fair value through profit or loss where doing so significantly reduces measurement inconsistencies that would arise if the related derivatives were treated as held for trading and the underlying financial instruments were carried at amortised cost; and

d)	certain private equity and other investments that are managed, and evaluated on a fair value basis in accordance with a documented risk management or investment strategy and reported to key management personnel on that basis.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and which are not classified as available for sale. Loans and receivables are initially recognised at fair value, including direct and incremental transaction costs. They are subsequently valued at amortised cost, using the effective interest method (see accounting policy 6). ~~They are derecognised when the rights to receive cash flows have expired or the Group has transferred substantially all the risks and rewards of ownership.~~

Regular way purchases and sales of loans and receivables are recognised on contractual settlement.

Held to maturity

Held to maturity investments are non-derivative financial assets with fixed or determinable payments that the Group’s management has the intention and ability to hold to maturity. They are initially recognised at fair value including direct and incremental transaction costs. They are subsequently valued at amortised cost, using the effective interest method (see accounting policy 6). ~~They are derecognised when the rights to receive cash flows have expired.~~


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Accounting policies

continued

Regular way purchases of held to maturity financial assets are recognised on trade date, being the date on which the Group commits to purchase the asset.

Available for sale

Available for sale assets are non-derivative financial assets that are designated as available for sale and are not categorised into any of the other categories described above. They are initially recognised at fair value including direct and incremental transaction costs. They are subsequently held at fair value. Gains and losses arising from changes in fair value are included as a separate component of equity until sale when the cumulative gain or loss is transferred to the income statement. Interest determined using the effective interest method (see accounting policy 6), impairment losses and translation differences on monetary items are recognised in the income statement. ~~The assets are derecognised when the rights to receive cash flows have expired or the Group has transferred substantially all the risks and rewards of ownership.~~

Regular way purchases and sales of available for sale financial instruments are recognised on trade date, being the date on which the Group commits to purchase or sell the asset.

A financial asset classified as available for sale that would have met the definition of loans and receivables may only be transferred from the available for sale classification where the Group has the intention and the ability to hold the asset for the foreseeable future or until maturity.

Embedded derivatives

Some hybrid contracts contain both a derivative and a non-derivative component. In such cases, the derivative component is termed an embedded derivative. Where the economic characteristics and risks of the embedded derivatives are not closely related to those of the host contract, and the host contract itself is not carried at fair value through profit or loss, the embedded derivative is bifurcated and reported at fair value with gains and losses being recognised in the income statement.

Profits or losses cannot be recognised on the initial recognition of embedded derivatives unless the host contract is also carried at fair value.

Derecognition of financial assets

(i)	substantially all the risks and rewards of the asset; or

(ii)	significant risks and rewards, along with the unconditional ability to sell or pledge the asset.

Loan commitments

Loan commitments, where the Group has a past practice of selling the resulting assets shortly after origination, are held at fair value through profit or loss. Other loan commitments are accounted for in accordance with accounting policy 23.

Financial liabilities

Financial liabilities are measured at amortised cost, except for trading liabilities and liabilities designated at fair value, which are held at fair value through profit or loss. Financial liabilities are derecognised when extinguished.

An exchange of an existing debt instrument for a new instrument with the lender on substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. An assessment is made as to whether the terms are substantially different considering qualitative and quantitive characteristics. For example, if the discounted present value calculated using the original effective interest rate of the cash flows under the new terms, including fees, is at least 10 per cent different from the discounted present value of the remaining cash flows of the original financial liability, or if the qualitative assessment concludes that the nature and risk profile of the original financial liability is materially different from that of the new financial liability based on the terms of the instruments including repayment terms, coupon terms and call options, the original financial liability is extinguished.

When an exchange is accounted for as an extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. The difference between the carrying amount of a financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

Determining fair value

Where the classification of a financial instrument requires it to be stated at fair value, fair value is determined by reference to a quoted market price for that instrument or by using a valuation model. Where the fair value is calculated using valuation models, the methodology is to calculate the expected cash flows under the terms of each specific contract and then discount these values back to a present value. These models use as their basis independently sourced market parameters including, for example, interest rate yield curves, equities and commodities prices, option volatilities and currency rates. For financial liabilities measured at fair value, the carrying amount reflects the effect on fair value of changes in own credit spreads ~~by applying the appropriate~~derived from observable market data, such as spreads on Barclays issued bonds or credit default ~~swap spreads.~~swaps. Most market parameters are either directly observable or are implied from instrument prices. The model may perform numerical procedures in the pricing such as interpolation when input values do not directly correspond to the most actively traded market trade parameters. However, where valuations include significant unobservable inputs, the transaction price is deemed to provide the best evidence of initial fair value for accounting purposes. As such, profits or losses are recognised upon trade inception only when such profits can be measured solely by reference to observable market data. For valuations that include significant unobservable inputs, the difference between the model valuation and the initial transaction price is recognised in profit or loss:


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a)	on a straight-line basis over the term of the transaction, or over the period until all model inputs will become observable where appropriate, or;

b)	released in full where previously unobservable inputs become observable.

Various factors influence the availability of observable inputs and these may vary from product to product and change over time. Factors include, for example, the depth of activity in the relevant market, the type of product, whether the product is new and not widely traded in the ~~market place,~~marketplace, the maturity of market modelling and the nature of the transaction (bespoke or generic). To the extent that valuation is based on models or inputs that are not observable in the market, the determination of fair value can be more subjective, dependant on the significance of the unobservable input to the overall valuation. Unobservable inputs are determined based on the best information available, for example by reference to similar assets, similar maturities or other analytical techniques.

8. Impairment of financial assets

The Group assesses at each balance sheet date whether there is objective evidence that loans and receivables or available for sale financial investments are impaired. These are impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more loss events that occurred after the initial recognition of the asset and prior to the balance sheet date ~~(‘a~~(a loss ~~event’)~~event) and that loss event or events has had an impact on the estimated future cash flows of the financial asset or the portfolio that can be reliably estimated. The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

a)	significant financial difficulty of the issuer or obligor;

b)	a breach of contract, such as a default or delinquency in interest or principal payments;

c)	the lender, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider;

d)	it becomes probable that the borrower will enter bankruptcy or other financial reorganisation;

e)	the disappearance of an active market for that financial asset because of financial difficulties; or

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~~Annual Report 2008~~

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~~Consolidated accounts Barclays PLC~~

~~Accounting policies~~

f)	observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio, including:

(i)

adverse changes in the payment status of borrowers in the portfolio;

(ii)

national or local economic conditions that correlate with defaults on the assets in the portfolio.

For loans and receivables the Group first assesses whether objective evidence of impairment exists individually for loans and receivables that are individually significant, and individually or collectively for loans and

receivables that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed loan and receivable, whether significant or not, it includes the asset in a group of loans and receivables with similar credit risk characteristics and collectively assesses them for impairment. Loans and receivables that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment.

The amount of impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. The amount of the loss is recognised using an allowance account and recognised in the income statement.

Where appropriate, the calculation of the present value of the estimated future cash flows of a collateralised loan and receivable asset reflect the cash flows that may result from foreclosure costs for obtaining and selling the collateral, whether or not foreclosure is probable.

For the purposes of a collective evaluation of impairment, loans and receivables are grouped on the basis of similar risk characteristics, taking into account asset type, industry, geographical location, collateral type, past-due status and other relevant factors. These characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the counterparty’s ability to pay all amounts due according to the contractual terms of the assets being evaluated.

Future cash flows in a group of loans and receivables that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the assets in the group and historical loss experience for assets with credit risk characteristics similar to those in the group. Historical loss experience is adjusted based on current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not currently exist.

The methodology and assumptions used for estimating future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience.

Following impairment, interest income is recognised using the effective rate of interest which was used to discount the future cash flows for the purpose of measuring the impairment loss.

When a loan is uncollectable, it is written off against the related allowance for loan impairment. Such loans are written off after all the necessary procedures have been completed and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off are credited to the income statement.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognised in the income statement.

Equity securities or properties acquired in exchange for loans in order to achieve an orderly realisation are accounted for as a disposal of the loan and an acquisition of equity ~~securities.~~securities or investment properties. Where control is obtained over an entity as a result of the transaction, the entity is consolidated. Any further impairment of the assets or business acquired is treated as an impairment of the relevant asset or business and not as an impairment of the original instrument.


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Accounting policies

continued

In the case of available for sale equity securities, a significant or prolonged decline in the fair value of the security below its cost is also considered in determining whether impairment exists. Where such evidence exists, the cumulative net loss that has been previously recognised directly in equity is removed from equity and recognised in the income statement. In the case of debt instruments classified as available for sale, impairment is assessed based on the same criteria as all other financial assets. Reversals of impairment of debt instruments are recognised in the income statement. Reversals of impairment of equity shares are not recognised in the income statement, increases in the fair value of equity shares after impairment are recognised directly in equity.

9. Sale and repurchase agreements (including stock borrowing and lending)

Securities may be lent or sold subject to a commitment to repurchase them (a ~~‘repo’)~~repo). Such securities are retained on the balance sheet when substantially all the risks and rewards of ownership remain with the Group, and the counterparty liability is included separately on the balance sheet when cash consideration is received.

Similarly, where the Group borrows or purchases securities subject to a commitment to resell them (a ~~‘reverse repo’)~~reverse repo) but does not acquire the risks and rewards of ownership, the transactions are treated as collateralised loans when cash consideration is paid, and the securities are not included in the balance sheet.

The difference between sale and repurchase price is accrued over the life of the agreements using the effective interest method. Securities lent to counterparties are also retained in the financial statements. Securities borrowed are not recognised in the financial statements, unless these are sold to third parties, at which point the obligation to repurchase the securities is recorded as a trading liability at fair value and any subsequent gain or loss included in net trading income.

10. Securitisation transactions

~~Certain~~The Group ~~undertakings have issued debt securities or have entered~~enters into ~~funding arrangements with lenders~~securitisation transactions in ~~order~~respect of its own financial assets and to ~~finance specific loans and advances~~facilitate client transactions as described in Note 29 to ~~customers.~~the accounts.

All financial assets continue to be held on the Group balance sheet, and a liability recognised for the proceeds of the funding transaction, unless:

a)	substantially all the risks and rewards associated with the financial instruments have been transferred, in which case, the assets are derecognised in full; or

b)	if a significant portion, but not all, of the risks and rewards have been transferred, the asset is derecognised entirely if the transferee has the ability to sell the financial asset, otherwise the asset continues to be recognised only to the extent of the Group’s continuing involvement.

Where a) or b) above applies to a fully proportionate share of all or specifically identified cash flows, the relevant accounting treatment is applied to that proportion of the asset.

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11. Collateral and netting

The Group enters into master agreements with counterparties whenever possible and, when appropriate, obtains collateral. Master agreements provide that, if an event of default occurs, all outstanding transactions with the counterparty will fall due and all amounts outstanding will be settled on a net basis.

Collateral

The Group obtains collateral in respect of customer liabilities where this is considered appropriate. The collateral normally takes the form of a lien over the customer’s assets and gives the Group a claim on these assets for both existing and future customer liabilities.

The Group also receives collateral in the form of cash or securities in respect of other credit instruments, such as stock borrowing contracts, and derivative contracts in order to reduce credit risk. Collateral received in the form of securities is not recorded on the balance sheet. Collateral received in the form of cash is recorded on the balance sheet with a corresponding liability. These items are assigned to deposits received from bank or other counterparties. Any interest payable or receivable arising is recorded as interest expense or interest income respectively except for funding costs relating to trading activities which are recorded in net trading income.

Netting

Financial assets and liabilities are offset and the net amount reported inon the balance sheet if, and only if, there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or to realise an asset and settle the liability simultaneously. In many cases, even though master netting agreements are in place, the lack of an intention to settle on a net basis results in the related assets and liabilities being presented gross inon the balance sheet.

12. Hedge accounting

Derivatives are used to hedge interest rate, exchange rate, commodity, and equity exposures and exposures to certain indices such as house price indices and retail price indices related to non-trading positions.

Where derivatives are held for risk management purposes, and when transactions meet the required criteria, the Group applies fair value hedge accounting, cash flow hedge accounting, or hedging of a net investment in a foreign operation as appropriate to the risks being hedged.

When a financial instrument is designated as a hedge, the Group formally documents the relationship between the hedging instrument and hedged item as well as its risk management objectives and its strategy for undertaking the various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

The Group discontinues hedge accounting when:

a)	Itit is determined that a derivative is not, or has ceased to be, highly effective as a hedge;

b)	the derivative expires, or is sold, terminated, or exercised;

c)	the hedged item matures or is sold or repaid; or

d)	a forecast transaction is no longer deemed highly probable.


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In certain circumstances, the Group may decide to cease hedge accounting even though the hedge relationship continues to be highly effective by no longer designating the financial instrument as a hedging instrument. To the extent that the changes in the fair value of the hedging derivative differ from changes in the fair value of the hedged risk in the hedged item; or the cumulative change in the fair value of the hedging derivative differs from the cumulative change in the fair value of expected future cash flows of the hedged item, the hedge is deemed to include ineffectiveness. The amount of ineffectiveness, provided it is not so great as to disqualify the entire hedge for hedge accounting, is recorded in the income statement.

Fair value hedge accounting

Changes in fair value of derivatives that qualify and are designated as fair value hedges are recorded in the income statement, together with changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

If the hedge relationship no longer meets the criteria for hedge accounting, it is discontinued. For fair value hedges of interest rate risk, the fair value adjustment to the hedged item is amortised to the income statement over the period to maturity of the previously designated hedge relationship using the effective interest method.

If the hedged item is sold or repaid, the unamortised fair value adjustment is recognised immediately in the income statement.

Cash flow hedges

For qualifying cash flow hedges, the fair value gain or loss associated with the effective portion of the cash flow hedge is recognised initially in shareholders’ equity, and recycled to the income statement in the periods when the hedged item will affect profit or loss. Any ineffective portion of the gain or loss on the hedging instrument is recognised in the income statement immediately.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the hedged item is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was recognised in equity is immediately transferred to the income statement.

Hedges of net investments

Hedges of net investments in foreign operations, including monetary items that are accounted for as part of the net investment, are accounted for similarly to cash flow hedges; the effective portion of the gain or loss on the hedging instrument is recognised directly in equity and the ineffective portion is recognised immediately in the income statement. The cumulative gain or loss previously recognised in equity is recognised in the income statement on the disposal or partial disposal of the foreign operation.

Hedges of net investments may include non-derivative liabilities as well as derivative financial instruments although for a non-derivative liability only the foreign exchange risk is designated as a hedge.

Derivatives that do not qualify for hedge accounting

Derivative contracts entered into as economic hedges that do not qualify for hedge accounting are held at fair value through profit or loss.

13. Property, plant and equipment

Property and equipment is stated at cost less accumulated depreciation and provisions for impairment, if ~~any.~~required. Additions and subsequent expenditures are capitalised only to the extent that they enhance the future economic benefits expected to be derived from the assets.

Depreciation is provided on the depreciable amount of items of property and equipment on a straight-line basis over their estimated useful economic lives. The depreciable amount is the gross carrying amount, less the estimated residual value at the end of its useful economic life.

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~~Annual Report 2008~~

~~183~~

~~Consolidated accounts Barclays PLC~~

~~Accounting policies~~

The Group uses the following annual rates in calculating depreciation:


Freehold buildings and long-leasehold property
(more than 50 years to run)		2-3.3%
Leasehold property		Over the remaining
(less than 50 years to run)		~~Over the remaining~~ life of the lease
Costs of adaptation of freehold and leasehold property^a		7-10%
Equipment installed in freehold and leasehold property^a		7-10%
Computers and similar equipment		20-33%
Fixtures and fittings and other equipment		10-20%

Depreciation rates, methods and the residual values underlying the calculation of depreciation of items of property, plant and equipment are kept under review to take account of any change in circumstances.

When deciding on depreciation rates and methods, the principal factors the Group takes into account are the expected rate of technological developments and expected market requirements for, and the expected pattern of usage of, the assets. When reviewing residual values, the Group estimates the amount that it would currently obtain for the disposal of the asset after deducting the estimated cost of disposal if the asset were already of the age and condition expected at the end of its useful economic life.

No depreciation is provided on freehold land, although, in common with all long-lived assets, it is subject to impairment testing, if deemed appropriate.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the income statement.

Investment property is property held to earn rentals or for capital appreciation or for both rather than for sale or use in the business. The Group initially recognises investment properties at cost, and subsequently at their fair value at each balance sheet date reflecting market conditions at the reporting date. The fair value of investment property is determined by reference to current market prices for similar properties, adjusted as necessary for condition and location, or by reference to recent transactions updated to reflect current economic conditions. Discounted cash flow techniques may be employed to calculate fair value where there have been no recent transactions, using current external market inputs such as market rents and interest rates. Valuations are carried out by management with the support of appropriately qualified independent valuers.

Movements in fair value subsequent to initial recognition are included in the income statement. No depreciation is provided in respect of investment properties.

Note

a	Where leasehold property has a remaining useful life of less than 15 years, costs of adaptation and installed equipment are depreciated over the remaining life of the lease.


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Accounting policies

continued

14. Intangible assets

Goodwill

Goodwill arises on the acquisition of ~~subsidiary~~subsidiaries and ~~associated entities~~associates and joint ventures, and represents the excess of the fair value of the purchase consideration and direct costs of making the acquisition, over the fair value of the Group’s share of the assets acquired, and the liabilities and contingent liabilities assumed on the date of the acquisition.

For the purpose of calculating goodwill, fair values of acquired assets, liabilities and contingent liabilities are determined by reference to market values or ~~by discounting expected future~~other valuation methodologies including discounted cash ~~flows to present value. This discounting is either performed~~flow techniques, using market rates or by using risk-free rates and risk-adjusted expected future cash flows. Goodwill is capitalised and reviewed annually for impairment, or more frequently when there are indications that impairment may have occurred. Goodwill is allocated to cash-generating units for the purpose of impairment testing. Goodwill on acquisitions of associates and joint ventures is included in the amount of the investment. Gains and losses on the disposal of an entity include the carrying amount of the goodwill relating to the entity sold.

~~The carrying amount of goodwill in the UK GAAP balance sheet as at 31st December 2003 has been brought forward without adjustment on transition to IFRSs.~~

Computer software

Computer software is stated at cost, less amortisation and provisions for impairment, if ~~any.~~required.

The identifiable and directly associated external and internal costs of acquiring and developing software are capitalised where the software is controlled by the Group, and where it is probable that future economic benefits that exceed its cost will flow from its use over more than one year. Costs associated with maintaining software are recognised as an expense when incurred.

Capitalised computer software is amortised over three to five years.

Other intangible assets

Other intangible assets consist of brands, customer lists, licences and other contracts, core deposit intangibles, mortgage servicing rights and customer relationships. Other intangible assets are initially recognised when they are separable or arise from contractual or other legal rights, the cost can be measured reliably and, in the case of intangible assets not acquired in a business combination, where it is probable that future economic benefits attributable to the assets will flow from their use. The value of intangible assets which are acquired in a business combination is generally determined using income approach methodologies such as the discounted cash flow method and the relief from royalty method that estimate net cash flows attributable to an asset over its economic life and discount to present value using an appropriate rate of return based on the cost of equity adjusted for risk.

Other intangible assets are stated at cost less amortisation and provisions for impairment, if any, and are amortised over their useful lives in a manner that reflects the pattern to which they contribute to future cash flows, generally over 4-25 years.

15. Impairment of property, plant and equipment and intangible assets

At each balance sheet date, or more frequently where events or changes in circumstances dictate, property, plant and equipment and intangible assets, are assessed for indications of impairment. If indications are present, these assets are subject to an impairment review. Goodwill is subject to an impairment review as at the balance sheet date each year. The impairment review comprises a comparison of the carrying amount of the asset with its recoverable amount: the higher of the asset’s or the cash-generating unit’s ~~net selling price~~fair value less costs to sell and its value in use. ~~Net selling price~~Fair value less costs to sell is calculated by reference to the amount at which the asset could be disposed of in a binding sale agreement in an arm’s length transaction evidenced by an active market or recent transactions for similar assets. Value in use is

calculated by discounting the expected future cash flows obtainable as a result of the asset’s continued use, including those resulting from its ultimate disposal, at a market-based discount rate on a pre-tax basis.

The carrying values of fixed assets and goodwill are written down by the amount of any impairment and this loss is recognised in the income statement in the period in which it occurs. A previously recognised impairment loss relating to a fixed asset may be reversed in part or in full when a change in circumstances leads to a change in the estimates used to determine the fixed asset’s recoverable amount. The carrying amount of the fixed asset will only be increased up to the amount that it would have been had the original impairment not been recognised. Impairment losses on goodwill are not reversed. For the purpose of conducting impairment reviews, cash-generating units are the lowest level at which management monitors the return on investment on assets.

16. Financial guarantees

Financial guarantee contracts are contracts that require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.

Financial guarantees are initially recognised in the financial statements at fair value on the date that the guarantee was given. Other than where the fair value option is applied, subsequent to initial recognition, the ~~bank’s~~Group’s liabilities under such guarantees are measured at the higher of the initial measurement, less amortisation calculated to recognise in the income statement any fee income earned over the period, and any financial obligation arising as a result of the guarantees at the balance sheet date, in accordance with policy 23.

Any increase in the liability relating to guarantees is taken to the income statement in Provisions for undrawn contractually committed facilities and guarantees provided. Any liability remaining is recognised in the income statement when the guarantee is discharged, cancelled or expires.

~~Note~~

~~a Where leasehold property has a remaining useful life of less than 15 years, costs of adaptation and installed equipment are depreciated over the remaining life of the lease.~~

~~184~~

~~Barclays~~

~~Annual Report 2008~~

17. Issued debt and equity securities

Issued financial instruments or their components are classified as liabilities where the contractual arrangement results in the Group having a present obligation to either deliver cash or another financial asset to the holder, to exchange financial instruments on terms that are potentially unfavourable or to satisfy the obligation otherwise than by the exchange of a fixed amount of cash or another financial asset for a fixed number of equity shares. Issued financial instruments, or their components, are classified as equity where they meet the definition of equity and confer on the holder a residual interest in the assets of the ~~Company.~~Group. The components of issued financial instruments that contain both liability and equity elements are accounted for separately with the equity component being assigned the residual amount after deducting from the instrument as a whole the amount separately determined as the fair value of the liability component.

Financial liabilities, other than trading liabilities and financial liabilities designated at fair value, are carried at amortised cost using the effective interest method as set out in policy 6. Derivatives embedded in financial liabilities that are not designated at fair value are accounted for as set out in policy 7. Equity instruments, including share capital, are initially recognised at net proceeds, after deducting transaction costs and any related income tax. Dividend and other payments to equity holders are deducted from equity, net of any related tax.

18. Share capital

Share issue costs

Incremental costs directly attributable to the issue of new shares or options including those issued on the acquisition of a business are shown in equity as a deduction, net of tax, from the proceeds.


				175

LOGO

Dividends on ordinary shares

Dividends on ordinary shares are recognised in equity in the period in which they are paid or, if earlier, approved by the Barclays PLC (the Company) shareholders.

Treasury shares

Where the Company or any member of the Group purchases the Company’s share capital, the consideration paid is deducted from shareholders’ equity as treasury shares until they are cancelled. Where such shares are subsequently sold or reissued, any consideration received is included in shareholders’ equity.

19. Insurance contracts and investment contracts

The Group offers wealth management, term assurance, annuity, property and payment protection insurance products to customers that take the form of long- and short-term insurance contracts.

The Group classifies its wealth management and other products as insurance contracts where these transfer significant insurance risk, generally where the benefits payable on the occurrence of an insured event are at least 5% more than the benefits that would be payable if the insured event does not occur.

Contracts that do not contain significant insurance risk or discretionary participation features are classified as investment contracts. Financial assets and liabilities relating to investment contracts, and assets backing insurance contracts are classified and measured as appropriate under IAS 39, ‘Financial Instruments: Recognition and Measurement’. as set out in policy 7.

Long-term insurance contracts

These contracts insure events associated with human life (for example, death or survival) over a long duration. Premiums are recognised as revenue when they become payable by the contract holder. Claims and surrenders are accounted for when notified. Maturities on the policy maturity date and regular withdrawals are accounted for when due.

A liability for contractual benefits that are expected to be incurred in the future is recorded when the premiums are recognised, based on the expected discounted value of the benefit payments and directly related administration costs, less the expected discounted value of the future premiums that would be required to meet the benefits and other expenses. The calculation of the liability contains assumptions regarding mortality, maintenance expenses and investment income.

Liabilities under unit-linked life insurance contracts (such as endowment policies) in addition reflect the value of assets held within unitised investment pools.

Short-term insurance contracts

Under its payment protection insurance products the Group is committed to paying benefits to the policyholder rather than forgiving interest or principal on the occurrence of an insured event, such as unemployment, sickness, or injury. Property insurance contracts mainly compensate the policyholders for damage to their property or for the value of property lost.

Premiums are recognised as revenue proportionally over the period of the coverage. Claims and claims handling costs are charged to income as incurred, based on the estimated liability for compensation owed to policyholders arising from events that have occurred up to the balance sheet date even if they have not yet been reported to the Group, based on assessments of individual cases reported to the Group and statistical analyses for the claims incurred but not reported.

Deferred acquisition costs (DAC)

Commissions and other costs that are related to securing new insurance and investment contracts are capitalised and amortised over the estimated lives of the relevant contracts.

Deferred income liability

Fees that are designed to recover commissions and other costs related to either securing new insurance and investment contracts or renewing existing investment contracts are included as a liability and amortised over the estimated life of the contract.

Value of business acquired

On acquisition of a portfolio of contracts, such as through the acquisition of a subsidiary, the Group recognises an intangible asset representing the value of business acquired (VOBA), representing the future profits embedded in acquired insurance contracts and investment contracts with a discretionary participation feature. The asset is amortised over the remaining terms of the acquired contracts.

Liability adequacy test

Liability adequacy tests are performed at each balance sheet date to ensure the adequacy of contract liabilities net of DAC and VOBA assets. Current best estimates of future contractual cash flows, claims handling and administration costs, and investment returns from the assets backing the liabilities are taken into account in the tests. Where a deficiency is highlighted by the test, DAC and VOBA assets are written off first, and insurance liabilities increased when these are written off in full.

Any deficiency is immediately recognised in the income statement.

~~Barclays~~

~~Annual Report 2008~~

~~185~~

~~Consolidated accounts Barclays PLC~~

~~Accounting policies~~

Reinsurance

Short- and long-term insurance business is ceded to reinsurers under contracts to transfer part or all of one or more of the following risks: mortality, investment and expenses. All such contracts are dealt with as insurance contracts. The benefits to which the Group is entitled under its reinsurance contracts are recognised as reinsurance assets. The Group assesses reinsurance assets at each balance sheet date. If there is objective evidence of impairment, the carrying amount of the reinsurance asset is reduced accordingly, resulting in a charge to the income statement.

20. Leases

Lessor

Assets leased to customers under agreements, which transfer substantially all the risks and rewards of ownership, with or without ultimate legal title, are classified as finance leases. When assets are held subject to a finance lease, the present value of the lease payments, discounted at the rate of interest implicit in the lease, is recognised as a receivable. The difference between the total payments receivable under the lease and the present value of the receivable is recognised as unearned finance income, which is allocated to accounting periods under the pre-tax net investment method to reflect a constant periodic rate of return.

Assets leased to customers under agreements which do not transfer substantially all the risks and rewards of ownership are classified as operating leases. The leased assets are included within property, plant and equipment on the Group’s balance sheet and depreciation is provided on the depreciable amount of these assets on a systematic basis over their estimated useful lives. Lease income is recognised on a straight-line basis over the period of the lease unless another systematic basis is more appropriate.

Lessee

The leases entered into by the Group are primarily operating leases.

Operating lease rentals payable are recognised as an expense in the income statement on a straight-line basis over the lease term unless another systematic basis is more appropriate.


176

Consolidated accounts Barclays PLC

Accounting policies

continued

21. Employee benefits

The Group provides employees worldwide with post-retirement benefits mainly in the form of pensions. The Group operates a number of pension schemes which may be funded or unfunded and of a defined contribution or defined benefit nature. In addition, the Group contributes, according to local law in the various countries in which it operates, to Governmental and other plans which have the characteristics of defined contribution plans.

For defined benefit schemes, actuarial valuation of each of the scheme’s obligations using the projected unit credit method and the fair valuation of each of the scheme’s assets are performed annually, using the assumptions set out in Note 30. The difference between the fair value of the plan assets and the present value of the defined benefit obligation at the balance sheet date, adjusted for any historic unrecognised actuarial gains or losses and past service cost, is recognised as a liability in the balance sheet. An asset arising, for example, as a result of past over funding or the performance of the plan investments, is recognised to the extent that it does not exceed the present value of future contribution holidays or refunds of contributions. Gains and losses on curtailments are recognised when the curtailment occurs which is when there is a demonstrable commitment to make a significant reduction in the number of employees covered by the plan or amendments have been made to the terms of the plan so that a significant element of future service will no longer qualify for benefits or will qualify only for reduced benefits. The gain or loss comprises any resulting change in the present value of the defined benefit obligation, any resulting change in the fair value of the plan assets and any related actuarial gain or loss that had not previously been recognised since they fell within the corridor.

Cumulative actuarial gains and losses in excess of the greater of 10% of the assets or 10% of the obligations of the plan (the corridor) are recognised in the income statement over the remaining average service lives of the employees of the related plan, on a straight-line basis.

For defined contribution schemes, the Group recognises contributions due in respect of the accounting period in the income statement. Any contributions unpaid at the balance sheet date are included as a liability.

The Group also provides health care benefits to certain retired employees, which are accrued as a liability in the financial statements over the period of employment, using a methodology similar to that for defined benefit pensions plans.

Short-term employee benefits, such as salaries, paid absences, and other benefits including any related payroll taxes are accounted for on an accruals basis over the period in which the employees ~~have provided services in~~provide the ~~year.~~related services. Bonuses are recognised to the extent that the Group has a present obligation to its employees that can be measured reliably.

All expenses related to employee benefits are recognised in the income statement in staff costs, which is included within operating expenses.

22. Share-based payments to employees

The Group engages in equity settled share-based payment transactions in respect of services received from certain of its employees. The fair value of the services received is measured by reference to the fair value of the shares or share options granted on the date of the grant. The cost of the employee services received in respect of the shares or share options granted is recognised in the income statement over the period that the services are received, which is the vesting period. The fair value of the options granted is determined using option pricing models, which take into account the exercise price of the option, the current share price, the ~~risk free~~risk-free interest rate, the expected volatility of the share price over the life of the option and other relevant factors. Except for those which include terms related to market conditions, vesting conditions, which are service conditions or performance conditions, included in the terms of the grant are not taken into account in estimating fair value. Non-market vesting conditions are taken into account by adjusting the number of shares or share options included in the measurement of the cost of employee services so that ultimately, the amount recognised in the income statement reflects the number of vested shares or ~~share~~ options. Where vesting conditions are related to market conditions, the charges for the services received are recognised regardless of whether or not the ~~market related~~market-related vesting condition is met, provided that the non-market vesting conditions are met. Similarly, non-vesting conditions, which are other conditions not being service conditions or performance conditions, are taken into account in estimating the grant date fair value and share-based payment charges and are recognised when all non-market vesting conditions are satisfied irrespective of whether the non-vesting

conditions are satisfied. If meeting a non-vesting condition is a matter of choice, failure to meet the non-vesting condition is treated as a cancellation, resulting in an acceleration of recognition of the cost of the employee services.

23. Provisions

Provisions are recognised for present obligations arising as consequences of past events where it is more likely than not that a transfer of economic benefit will be necessary to settle the obligation, and it can be reliably estimated.

When a leasehold property ceases to be used in the business or a demonstrable commitment has been made to cease to use a ~~property where the costs exceed the benefits of the~~ property, provision is made where the unavoidable costs of the future obligations relating to the lease are expected to exceed anticipated rental income and other benefits. The net costs are discounted using market rates of interest to reflect the long-term nature of the cash flows.

Provision is made for the anticipated cost of restructuring, including redundancy costs when an obligation exists. An obligation exists when the Group has a detailed formal plan for restructuring a business and has raised valid expectations in those affected by the restructuring by starting to implement the plan or announcing its main features. The provision raised is normally utilised within nine months.

Provision is made for undrawn loan commitments and similar facilities if it is probable that the facility will be drawn and result in the recognition of an asset at an amount less than the amount advanced.

Contingent liabilities are possible obligations whose existence will be confirmed only by uncertain future events or present obligations where the transfer of economic benefit is uncertain or cannot be reliably measured. Contingent liabilities are not recognised but are disclosed unless they are remote.

~~186~~

~~Barclays~~

~~Annual Report 2008~~

24. Taxes, including deferred taxes

Income tax payable on taxable profits ~~(‘current tax’)~~(Current Tax), is recognised as an expense in the period in which the profits arise. Income tax recoverable on tax allowable losses is recognised as an asset only to the extent that it is regarded as recoverable by offset against current or future taxable profits.

Deferred income tax is provided in full, using the liability method, on temporary differences arising from the differences between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates and legislation enacted or substantially enacted by the balance sheet date ~~and is~~which are expected to apply when the deferred tax asset is realised or the deferred tax liability is settled. ~~Deferred and current tax~~Current Tax assets and liabilities are only offset when they arise in the same tax reporting group and where there is both the legal right and the intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

25. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Executive Committee. The Executive Committee, which is responsible for allocating resources and assessing performance of the operating segments, has been identified as the chief operating decision maker.

All transactions between business segments are conducted on an arm’s length basis, with intra-segment revenue and costs being eliminated in Head ~~office.~~Office. Income and expenses directly associated with each segment are included in determining business segment performance.

26. Cash and cash equivalents

For the purposes of the cash flow statement, cash comprises cash on hand and demand deposits, and cash equivalents comprise highly liquid investments that are convertible into cash with an insignificant risk of changes in value with original maturities of less than three months.

Repurchase and reverse repurchase agreements are not considered to be part of cash equivalents.

27. Trust activities

The Group commonly acts as trustees and in other fiduciary capacities that result in the holding or placing of assets on behalf of individuals, trusts, retirement benefit plans and other institutions. These assets and income arising thereon are excluded from these financial statements, as they are not assets of the Group.

~~Barclays~~

~~Annual Report 2008~~

~~187~~177

Consolidated accounts Barclays PLC

Accounting developments

Changes ~~in accounting policy~~to Accounting Policy

The ~~adoption of IFRSs and IFRICs in 2008~~Group has ~~resulted in no significant changes~~continued to apply the accounting policies ~~except:~~used for the 2008 Annual Report and has adopted the following:

a)–

The 2008 amendments to IFRS ~~8 ‘Operating Segments’~~2 – Shared-Based Payment-Vesting Conditions and Cancellations which has led to a change in accounting for share-based payments to employees. As a result, non-vesting conditions are taken into account in estimating the grant date fair value and the timing of recognition of charges. No prior year adjustments have been ~~adopted~~made as ~~at 1st January 2008.~~ the impact on previous years is immaterial

–

IFRS ~~8 was issued~~7 – Improving Disclosures about Financial Instruments, an amendment to IFRS 7 – Financial Instruments: Disclosures, which has resulted in ~~November 2006~~additional disclosures being made regarding liquidity risk and ~~excluding early adoption would first be required to be applied to~~fair value of financial instruments

–

IAS 1 – Presentation of Financial Statements (revised), which has resulted in the ~~Group’s accounting period beginning on 1st January 2009. The standard replaces IAS 14 ‘Segmental Reporting’~~reformatting of the statement of recognised income and ~~aligns operating segmental reporting with segments reported to senior management as well as requiring amendments~~expense into a statement of comprehensive income and ~~additions to~~ the ~~existing segmental reporting disclosures as set out~~addition of a statement of changes in ~~Note 53. The standard~~equity. This does not change the recognition, measurement or disclosure of specific transactions ~~in the consolidated financial statements.~~

~~Certain financial assets originally classified as held for trading have been reclassified to loans~~ and receivables on 16th December 2008 as set out in Note 51 on page 278. Following the amendment to IAS 39 in October 2008, a non-derivative financial asset held for trading may be transferred out of the fair value through profit or loss category after 1st July 2008 where:

–

~~In rare circumstances, it is no longer held for the purpose of selling or repurchasing in the near term; or~~events required by other standards

–

It is no longer held for the purpose of selling or repurchasing in the near term, it would have met the definition of a loan and receivable on initial classification and the Group has the intention and ability to hold it for the foreseeable future or until maturity.

Future accounting developments

Consideration will be given during ~~2009~~2010 to the implications, if any, of the following ~~new and~~ revised standards ~~and International Financial Reporting Interpretations Committee (IFRIC) interpretations,~~ as follows:

–

IFRS 3 – Business Combinations and IAS 27 – Consolidated and Separate Financial Statements are revised standards issued in January 2008. The revised IFRS 3 applies prospectively to business combinations first accounted for in accounting periods beginning on or after 1st July 2009 and the amendments to IAS 27 apply retrospectively to periods beginning on or after 1st July 2009. The main changes in existing practice resulting from the revision to IFRS 3 affect acquisitions that are achieved in stages and acquisitions where less than 100% of the equity is acquired. In addition, ~~acquisition related~~acquisition-related costs – such as fees paid to advisers – must be accounted for separately from the business combination, which means that they will be recognised as expenses unless they are directly connected with the issue of debt or equity securities. The revisions to IAS 27 specify that changes in a ~~parent’s~~Parent’s ownership interest in a subsidiary that do not result in the loss of control must be accounted for as equity transactions. Until future acquisitions take place that are accounted for in accordance with the revised IFRS 3, the main impact on Barclays will be that, from 2010, gains and losses on transactions with non-controlling interests that do not result in loss of control will no longer be recognised in the income statement but directly in equity. In ~~2008,~~2009, gains of ~~£8m and losses of £2m~~£3m were recognised in income relating to such transactions.

The following standards and amendments to existing standards have been published and are mandatory for the Group’s accounting periods beginning on or after 1st January 2010 or later periods, but have not been adopted. They are not expected to result in significant changes to the Group’s accounting policies.

–

Embedded derivatives: Amendments to IFRIC 9 and IAS 39

–

IAS – 1 Presentation of Financial Statements is a revised standard applicable to annual periods beginning on 1st January 2009. The amendments affect the presentation of owner changes in equity and of comprehensive income. They do not change the recognition, measurement or disclosure of specific transactions and events required by other standards.

–

~~An amendment~~Group cash-settled share-based payment transactions: Amendments to IFRS 2 Share-based Payment was issued in January 2008 that clarifies that vesting conditions are service conditions and performance conditions only. It also specifies that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment, which results in the acceleration of charge. The Group is considering the implications of the amendment, particularly to the Sharesave scheme, and any resulting change in accounting policy would be accounted for in accordance with IAS 8 Accounting policies, changes in accounting estimates and errors in 2009.

–

Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards and IAS 27 Consolidated and Separate Financial Statements – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate were issued in May 2008. The amendment to IFRS 1 has no impact on Barclays. The amendment to IAS 27 results in dividends received from subsidiaries being treated as income in the individual financial statements of the parent, whether paid from pre or post acquisition profits, and could affect the cost of investment in subsidiaries in certain group reconstructions. The amendments, which first apply to annual periods beginning on or after 1st January 2009, are not expected to affect group accounting policies.

–

IAS 23 – Borrowing Costs is a revised standard applicable to annual periods beginning on 1st January 2009. The revision does not impact Barclays. The revision removes the option to not capitalise borrowing costs on qualifying assets, which are assets that take a substantial period of time to prepare for their intended use or sale.

–

Amendments to IAS 32 – Financial Instruments: Presentation and IAS 1 – Presentation of Financial Statements were issued in February 2008 that require some puttable instruments and some financial instruments that impose on the entity and obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation to be classified as equity. The amendments, which are applicable to annual periods beginning on 1st January 2009, are not expected to have a material impact on Barclays.

–

Eligible Hedged Items (an amendment to IAS 39 Financial Instruments: Recognition and Measurement) was issued in July 2008 and applies retrospectively for annual periods beginning on or after 1st July 2009. The amendment provides additional guidance where hedge accounting is to be obtained for a one sided risk in a hedged item or for inflation in a financial hedged item. No changes to accounting policies are expected as a result of the amendment.39)

–

~~‘Improvements~~IFRS classification of rights issues: Amendment to IFRS’ was issued in May 2008 and contains numerous amendments to IFRS which the IASB consider non-urgent but necessary. No changes to accounting policies are expected as a result of these amendments.IAS 32


~~188~~		–		~~Barclays~~IAS 24 Related Party Disclosures

–

~~Annual Report~~Prepayments and minimum funding requirements (Amendments to IFRIC 14)

–

IFRIC 17 – Distribution of non-cash assets to owners

–

IFRIC 18 – Transfers of assets from customers

–

IFRIC 19 – Extinguishing financial liabilities with equity instruments

–

Improvements to IFRS 2008

–

Improvements to IFRS 2009

~~The following IFRIC interpretations issued during 2007 or 2008 which~~IFRS 9 ‘Financial Instruments: Classification and Measurement’ was published on 12th November 2009. It is the first ~~apply~~phase of a project to replace IAS 39 and will ultimately result in fundamental changes in the way that the Group accounts for financial instruments. Adoption of the standard is not mandatory until accounting periods beginning on or after 1st January ~~2009 are not expected to result in any changes to the Group’s accounting policies:~~

~~– IFRIC 13 – Customer Loyalty Programs;~~

~~– IFRIC 15 – Agreements for the Construction of Real Estate;~~

~~– IFRIC 16 – Hedges of a Net Investment in a Foreign Operation; and~~

~~– IFRIC 17 – Distribution of Non-cash assets to owners.~~

~~– IFRIC 18 – Transfer of Assets from Customers, was issued in January 2009 and applies prospectively to transfers of assets from customers received on or after 1st July 2009. This interpretation~~2013 but early adoption is permitted. However, it is not ~~expected to result~~available for adoption in ~~any changes to~~ the ~~Group’s~~EU until it has been endorsed.

The main differences from IAS 39 are as follows:

–

All financial assets, except for certain equity investments, would be classified into two categories:

–

– amortised cost, where they generate solely payments of interest and principal and the business model is to collect contractual cash flows that represent principal and interest; or

–

– fair value through profit or loss.

–

Certain non-trading equity investments would be classified at fair value through profit or loss or fair value though Other comprehensive income with dividends recognised in net income.

–

Embedded derivatives are no longer considered for bifurcation but are included in the assessment of the cash flows for the classification of the financial asset as a whole.

–

Financial assets which meet the requirements for classification at amortised cost are optionally permitted to be measured at fair value if that eliminates or significantly reduces an accounting mismatch.

–

Reclassifications are required if, and only if, there is a change in the business model.

Aspects of financial instrument accounting ~~policies.~~

~~Acquisitions~~

~~2008~~

On 31st March 2008, Barclays completed the acquisition of Discover Financial Services’ UK credit card business, Goldfish. Discover Financial Services is a leading credit card issuer and electronic payment services company.

~~On 1st July 2008, Barclays acquired 100%~~which will be addressed in future phases of the ~~ordinary shares~~project include the accounting for financial liabilities, impairment of ~~Expobank. Expobank~~amortised cost financial assets and hedge accounting. The Group is ~~based~~assessing the impacts of the first phase in ~~Moscow and its main products and services are issuance and servicing of debit and credit cards, mortgages and loans, currency transactions, internet-banking; retail discount cards and other services.~~

~~On 22nd September 2008, Barclays completed~~ the acquisition of Lehman Brothers North American businesses. The Lehman Brothers North American businesses include Lehman Brothers North American fixed income and equities sales, trading and research and investment banking businesses, Lehman Brothers New York Head Office at 745 Seventh Avenue and two data centres in New Jersey.

On 6th November 2008, Barclays purchased the Italian residential mortgage business of Macquarie Bank Limited. The acquired business includes a mortgage portfolio with a total outstanding balance of approximately€~~1.1 billion,~~project, as well as ~~Macquarie’s operational support functions, including staff.~~

~~2007~~

~~On 8th February 2007, Barclays completed the acquisition of Indexchange Investment AG. Indexchange is based in Munich and offers exchange traded fund products.~~

~~On 28th February 2007, Barclays completed the acquisition of Nile Bank Limited. Nile Bank is based in Uganda with 18 branches and 228 employees.~~

~~On 30th March 2007, Barclays completed the acquisition of EquiFirst. EquiFirst is a non-prime wholesale mortgage originator~~following developments in the ~~United States.~~

On 18th May 2007, Barclays completed the acquisition of Walbrook Group Limited. Walbrook is based in Jersey, Guernsey, Isle of Man and Hong Kong where it serves high net worth private clients and corporate customers.

~~2006~~

~~On 1st November 2006, Barclays Bank PLC acquired the US mortgage servicing business of HomEq Servicing Corporation from Wachovia Corporation.~~

~~Disposals~~

~~2008~~

~~On 31st October 2008 Barclays completed the sale of Barclays Life Assurance Company Ltd to Swiss Reinsurance Company.~~

~~2007~~

~~On 4th April 2007, Barclays completed the sale of part of Monument, a credit card business.~~

~~On 24th September 2007, Barclays completed the sale of a 50% shareholding in Intelenet Global Services Pvt Ltd.~~

~~2006~~

On 1st January 2006, Barclays completed the sale of the Barclays South African branch business to Absa Group Limited. This consists of the Barclays Capital South African operations and Corporate and Business Banking activities previously carried out by the South African branch of Global Retail and Commercial Banking, together with the associated assets and liabilities.

~~On 25th July 2006, Barclays Asset & Sales Finance (BASF) disposed of its interest in its motor vehicle contract hire business, Appleyard Finance Holdings Limited.~~

~~On 31st August 2006, Barclays disposed of Bankhaus Wolbern which was formerly part of Absa.~~

~~On 22nd December 2006 Barclays disposed of its interest in FirstCaribbean International Bank to Canadian Imperial Bank of Commerce.~~

~~On 31st December 2006, BA&SF disposed of its European Vendor Finance business, including Barclays Industrie Bank GmbH and Barclays Technology Finance Ltd, to CIT Group.~~

~~Recent developments~~

~~On 2nd February 2009, Barclays completed the acquisition of PT Bank Akita, which was announced initially on 17th September 2008, following the approval of the Central Bank of Indonesia.~~

~~On 17th February 2009, Barclays announced that Barclays Capital will discontinue operations at its Equifirst subsidiary due to the market environment and strategic direction of the Group.~~future phases.

178

~~Barclays~~

~~Annual Report 2008~~

~~189~~

Consolidated accounts Barclays PLC

Consolidated income statement

For the year ended 31st December

      Notes    2008
£m
2007
£m

2006
£m

Continuing operations

Interest income
   2    28,010 25,308 21,805
Interest expense
   2    (16,541 ) (15,698 ) (12,662 )
Net interest income
      11,469 9,610 9,143
Fee and commission income
   3    9,489 8,678 8,005
Fee and commission expense
   3    (1,082 ) (970 ) (828 )
Net fee and commission income
      8,407 7,708 7,177
Net trading income
   4    1,329 3,759 3,614
Net investment income
   4    680 1,216 962
Principal transactions
      2,009 4,975 4,576
Net premiums from insurance contracts
   5    1,090 1,011 1,060
Other income
   6    377 188 214
Total income
      23,352 23,492 22,170
Net claims and benefits incurred on insurance contracts
   5    (237 ) (492 ) (575 )
Total income net of insurance claims
      23,115 23,000 21,595
Impairment charges and other credit provisions
   7    (5,419 ) (2,795 ) (2,154 )
Net income
      17,696 20,205 19,441
Staff costs
   8    (7,779 ) (8,405 ) (8,169 )
Administration and general expenses
   9    (5,666 ) (4,141 ) (3,914 )
Depreciation of property, plant and equipment
   23    (630 ) (467 ) (455 )
Amortisation of intangible assets
   22    (291 ) (186 ) (136 )
Operating expenses
      (14,366 ) (13,199 ) (12,674 )
Share of post-tax results of associates and joint ventures
   20    14 42 46
Profit on disposal of subsidiaries, associates and joint ventures
   38    327 28 323
Gains on acquisitions
   39    2,406 – –
Profit before tax
      6,077 7,076 7,136
Tax
   10    (790 ) (1,981 ) (1,941 )
Profit after tax
      5,287 5,095 5,195
Profit attributable to minority interests
   33    905 678 624
Profit attributable to equity holders of the parent
      4,382 4,417 4,571
      5,287 5,095 5,195
      p p p
Earnings per share

Basic earnings per share
   11    59.3 68.9 71.9
Diluted earnings per share
   11    57.5 66.7 69.8
Interim dividend per ordinary share
      11.5 11.50 10.50
Proposed final dividend per ordinary share
   1    – 22.50 20.50
      £m £m £m
Interim dividend paid
      906 768 666
Proposed final dividend
   1    – 1,485 1,307


	Notes	2009 £m		2008 £m		2007 £m

Continuing operations
Interest income	2	21,236		28,010		25,296
Interest expense	2	(9,318	)	(16,541	)	(15,698	)
Net interest income		11,918		11,469		9,598
Fee and commission income	3	9,946		7,573		6,741
Fee and commission expense	3	(1,528	)	(1,082	)	(970	)
Net fee and commission income		8,418		6,491		5,771
Net trading income	4	7,001		1,339		3,754
Net investment income	4	56		680		1,216
Principal transactions		7,057		2,019		4,970
Net premiums from insurance contracts	5	1,172		1,090		1,011
Other income	6	1,389		367		186
Total income		29,954		21,436		21,536
Net claims and benefits incurred on insurance contracts	5	(831	)	(237	)	(492	)
Total income net of insurance claims		29,123		21,199		21,044
Impairment charges and other credit provisions	7	(8,071	)	(5,419	)	(2,795	)
Net income		21,052		15,780		18,249
Staff costs	8	(9,948	)	(7,204	)	(7,611	)
Administration and general expenses	9	(5,561	)	(5,305	)	(3,854	)
Depreciation of property, plant and equipment	23	(759	)	(606	)	(453	)
Amortisation of intangible assets	22	(447	)	(276	)	(178	)
Operating expenses		(16,715	)	(13,391	)	(12,096	)
Share of post-tax results of associates and joint ventures	20	34		14		42
Profit on disposal of subsidiaries, associates and joint ventures	38	188		327		28
Gains on acquisitions	40	26		2,406		–
Profit before tax		4,585		5,136		6,223
Tax	10	(1,074	)	(453	)	(1,699	)
Profit after tax from continuing operations		3,511		4,683		4,524
Discontinued operations
Profit after tax for the year from discontinued operations, including gain on disposal	39	6,777		604		571
Net profit for the year		10,288		5,287		5,095
Profit attributable to equity holders of the Parent from:
Continuing operations		2,628		3,795		3,886
Discontinued operations		6,765		587		531
Total		9,393		4,382		4,417
Profit attributable to non-controlling interests	33	895		905		678
		10,288		5,287		5,095
		p		p		p

Earnings per share
Basic earnings per share	11	86.2		59.3		68.9
Basic earnings per share – continuing operations		24.1		51.4		60.6
Basic earnings per share – discontinued operations		62.1		7.9		8.3
Diluted earnings per share	11	81.6		57.5		66.9
Diluted earnings per share – continuing operations		22.7		49.8		58.8
Diluted earnings per share – discontinued operations		58.9		7.7		8.1
Interim dividend per ordinary share		1.0		11.5		11.50
Final dividend per ordinary share	1	1.5		–		22.50

		£m		£m		£m
Interim dividend paid		113		906		768
Final dividend	1	176		–		1,485

The Board of Directors approved the accounts set out on pages ~~179~~167 to ~~284~~282 on ~~5th~~9th March ~~2009.~~2010.

The accompanying notes form an integral part of the Consolidated accounts.

~~190~~

~~Barclays~~

~~Annual Report 2008~~

179

Consolidated accounts Barclays PLC

Consolidated statement of comprehensive income

For the year ended 31st December


	2009 £m		2008 £m		2007 £m
Net profit for the year	10,288		5,287		5,095
Other comprehensive income:
Continuing operations
Currency translation differences	(861	)	2,274		43
Available for sale financial assets	1,236		(1,561	)	1
Cash flow hedges	165		376		359
Other	–		(5	)	22
Tax relating to components of other comprehensive income	(26	)	851		40

Other comprehensive income for the year, net of tax, from continuing operations	514		1,935		465
Other comprehensive income for the year, net of tax, from discontinued operations	(58	)	114		26
Total comprehensive income for the year	10,744		7,336		5,586

Attributable to:
Equity holders of the Parent	9,556		6,213		4,854
Non-controlling interests	1,188		1,123		732
	10,744		7,336		5,586

Income tax relating to each component of other comprehensive income is disclosed in Note 10.


180

Consolidated accounts Barclays PLC

Consolidated balance sheet

As at 31st December

      Notes
2008
£m

2007
£m

Assets

Cash and balances at central banks
      30,019 5,801
Items in the course of collection from other banks
      1,695 1,836
Trading portfolio assets
   12    185,637 193,691
Financial assets designated at fair value:

– held on own account
   13    54,542 56,629
– held in respect of linked liabilities to customers under investment contracts
   13    66,657 90,851
Derivative financial instruments
   14    984,802 248,088
Loans and advances to banks
   15    47,707 40,120
Loans and advances to customers
   15    461,815 345,398
Available for sale financial investments
   16    64,976 43,072
Reverse repurchase agreements and cash collateral on securities borrowed
   17    130,354 183,075
Other assets
   18    6,302 5,150
Current tax assets
      389 518
Investments in associates and joint ventures
   20    341 377
Goodwill
   21    7,625 7,014
Intangible assets
   22    2,777 1,282
Property, plant and equipment
   23    4,674 2,996
Deferred tax assets
   19    2,668 1,463
Total assets
      2,052,980 1,227,361
Liabilities

Deposits from banks
      114,910 90,546
Items in the course of collection due to other banks
      1,635 1,792
Customer accounts
      335,505 294,987
Trading portfolio liabilities
   12    59,474 65,402
Financial liabilities designated at fair value
   24    76,892 74,489
Liabilities to customers under investment contracts
   13    69,183 92,639
Derivative financial instruments
   14    968,072 248,288
Debt securities in issue
      149,567 120,228
Repurchase agreements and cash collateral on securities lent
   17    182,285 169,429
Other liabilities
   25    12,640 10,499
Current tax liabilities
      1,216 1,311
Insurance contract liabilities, including unit-linked liabilities
   26    2,152 3,903
Subordinated liabilities
   27    29,842 18,150
Deferred tax liabilities
   19    304 855
Provisions
   28    535 830
Retirement benefit liabilities
   30    1,357 1,537
Total liabilities
      2,005,569 1,194,885
Shareholders’ equity

Called up share capital
   31    2,093 1,651
Share premium account
   31    4,045 56
Other equity
   31    3,652 –
Other reserves
   32    2,793 874
Retained earnings
   32    24,208 20,970
Less: treasury shares
   32    (173 ) (260 )
Shareholders’ equity excluding minority interests
      36,618 23,291
Minority interests
   33    10,793 9,185
Total shareholders’ equity
      47,411 32,476
Total liabilities and shareholders’ equity
      2,052,980 1,227,361


		Notes	2009 £m		2008 £m

Assets
Cash and balances at central banks			81,483		30,019
Items in the course of collection from other banks			1,593		1,695
Trading portfolio assets		12	151,344		185,637
Financial assets designated at fair value:
– held on own account		13	41,311		54,542
– held in respect of linked liabilities to customers under investment contracts		13	1,257		66,657
Derivative financial instruments		14	416,815		984,802
Loans and advances to banks		15	41,135		47,707
Loans and advances to customers		15	420,224		461,815
Available for sale financial investments		16	56,483		64,976
Reverse repurchase agreements and cash collateral on securities borrowed		17	143,431		130,354
Other assets		18	6,358		6,302
Current tax assets			349		389
Investments in associates and joint ventures		20	422		341
Goodwill		21	6,232		7,625
Intangible assets		22	2,563		2,777
Property, plant and equipment		23	5,626		4,674
Deferred tax assets		19	2,303		2,668

Total assets			1,378,929		2,052,980

Liabilities
Deposits from banks			76,446		114,910
Items in the course of collection due to other banks			1,466		1,635
Customer accounts			322,429		335,505
Trading portfolio liabilities	��	12	51,252		59,474
Financial liabilities designated at fair value		24	86,202		76,892
Liabilities to customers under investment contracts		13	1,679		69,183
Derivative financial instruments		14	403,416		968,072
Debt securities in issue			135,902		149,567
Repurchase agreements and cash collateral on securities lent		17	198,781		182,285
Other liabilities		25	12,101		12,640
Current tax liabilities			992		1,216
Insurance contract liabilities, including unit-linked liabilities		26	2,140		2,152
Subordinated liabilities		27	25,816		29,842
Deferred tax liabilities		19	470		304
Provisions		28	590		535
Retirement benefit liabilities		30	769		1,357

Total liabilities			1,320,451		2,005,569

Shareholders’ equity
Called up share capital		31	2,853		2,093
Share premium account		31	7,951		4,045
Other equity		31	–		3,652
Other reserves		32	2,768		2,793
Retained earnings		32	33,845		24,208
Less: treasury shares		32	(140	)	(173	)
Shareholders’ equity excluding non-controlling interests			47,277		36,618
Non-controlling interests		33	11,201		10,793

Total shareholders’ equity			58,478		47,411

Total liabilities and shareholders’ equity			1,378,929		2,052,980

The accompanying notes form an integral part of the Consolidated accounts.

Marcus Agius

Group Chairman

John Varley

Group Chief Executive

~~Christopher~~Chris Lucas

Group Finance Director

~~Barclays~~

~~Annual Report 2008~~

~~191~~181

Consolidated accounts Barclays PLC

Consolidated statement of ~~recognised income and expense~~changes in equity


	Notes	Share capital and share premium^a £m		Other Reserves^b £m		Retained earnings^c £m		Total £m		Non- controlling interests^d £m		Total equity £m

Balance at 1st January 2009		6,138		6,272		24,208		36,618		10,793		47,411
Net profit for the year		–		–		9,393		9,393		895		10,288
Other comprehensive income:
Currency translation differences		–		(1,138	)	–		(1,138	)	277		(861	)
Available for sale financial assets		–		1,250		–		1,250		(14	)	1,236
Cash flow hedges		–		194		–		194		(29	)	165
Tax relating to components of other comprehensive income		–		(256	)	171		(85	)	59		(26	)
Other comprehensive income net of tax from discontinued operations		–		(75	)	17		(58	)	–		(58	)

Total comprehensive income		–		(25	)	9,581		9,556		1,188		10,744

Issue of new ordinary shares		749		–		–		749		–		749
Issue of shares under employee share schemes		35		–		298		333		–		333
Net purchase of treasury shares		–		(47	)	–		(47	)	–		(47	)
Transfers		–		80		(80	)	–		–		–
Dividends	1	–		–		(113	)	(113	)	(767	)	(880	)
Net decrease in non-controlling interest arising on acquisitions, disposals and capital issuances		–		–		–		–		(82	)	(82	)
Conversion of Mandatorily Convertible Notes		3,882		(3,652	)	(230	)	–		–		–
Other		–		–		181		181		69		250

Balance at 31st December 2009		10,804		2,628		33,845		47,277		11,201		58,478

Balance at 1st January 2008		1,707		614		20,970		23,291		9,185		32,476
Net profit for the year		–		–		4,382		4,382		905		5,287
Other comprehensive income:
Currency translation differences		–		2,174		–		2,174		100		2,274
Available for sale financial assets		–		(1,559	)	–		(1,559	)	(2	)	(1,561	)
Cash flow hedges		–		271		–		271		105		376
Tax relating to components of other comprehensive income		–		882		(46	)	836		15		851
Other		–		–		(5	)	(5	)	–		(5	)
Other comprehensive income net of tax from discontinued operations		–		124		(10	)	114		–		114

Total comprehensive income		–		1,892		4,321		6,213		1,123		7,336

Issue of new ordinary shares		4,422		–		–		4,422		–		4,422
Issue of shares under employee share schemes		19		–		463		482		–		482
Issue of shares and warrants		–		–		1,410		1,410		–		1,410
Repurchase of shares		(10	)	10		(173	)	(173	)	–		(173	)
Net purchase of treasury shares		–		(350	)	–		(350	)	–		(350	)
Transfers		–		437		(437	)	–		–		–
Dividends		–		–		(2,344	)	(2,344	)	(703	)	(3,047	)
Net increase in non-controlling interest arising on acquisitions, disposals and capital issuances		–		–		–		–		1,338		1,338
Issue of Mandatorily Convertible Notes		–		3,652		–		3,652		–		3,652
Other		–		17		(2	)	15		(150	)	(135	)

Balance at 31st December 2008		6,138		6,272		24,208		36,618		10,793		47,411

Notes

a	Details of share capital and share premium are shown in Note 31.

b	Details of other reserves are shown in Note 32. Other reserves above includes treasury shares.

c	Details of retained earnings and treasury shares are shown in Note 32.

d	Details of non-controlling interests are shown in Note 33.


182

Consolidated accounts Barclays PLC

Consolidated cash flow statement

For the year ended 31st December

2008
£m

2007
£m

2006
£m

Available for sale reserve:

– Net (losses)/gains from changes in fair value
   (1,741 ) 484 87
– Losses transferred to net profit due to impairment
   382 13 86
– Net gains transferred to net profit on disposal
   (209 ) (563 ) (327 )
– Net (gains)/losses transferred to net profit due to fair value hedging
   (2 ) 68 14
Cash flow hedging reserve:

– Net gains/(losses) from changes in fair value
   305 106 (437 )
– Net losses/(gains) transferred to net profit
   71 253 (50 )
Currency translation differences
   2,407 54 (781 )
Tax
   841 54 253
Other
   (5 ) 22 25
Amounts included directly in equity
   2,049 491 (1,130 )
Profit after tax
   5,287 5,095 5,195
Total recognised income and expense for the year
   7,336 5,586 4,065
Attributable to:

Equity holders of the parent
   6,213 4,854 3,682
Minority interests
   1,123 732 383
   7,336 5,586 4, 065

~~192~~

~~Barclays~~

~~Annual Report 2008~~

~~Consolidated cash flow statement~~

~~For the year ended 31st December~~

2008
£m

2007
£m

2006
£m

Reconciliation of profit before tax to net cash flows from operating activities:

Profit before tax
   6,077    7,076    7,136
Adjustment for non-cash items:

Allowance for impairment
   5,419    2,795    2,154
Depreciation, amortisation and impairment of property, plant, equipment and intangibles
   951    669    612
Other provisions, including pensions
   804    753    558
Net profit from associates and joint ventures
   (14 )    (42 )    (46 )
Net profit on disposal of investments and property, plant and equipment
   (371 )    (862 )    (778 )
Net profit from disposal of associates and joint ventures
   –    (26 )    (263 )
Net profit from disposal of subsidiaries
   (327 )    (2 )    (60 )
Net gains on acquisitions
   (2,406 )    –    –
Other non-cash movements
   796    (1,133 )    1,702
Changes in operating assets and liabilities:

Net increase in loans and advances to banks and customers
   (58,431 )    (77,987 )    (27,385 )
Net increase in deposits and debt securities in issue
   77,743    90,589    46,944
Net (increase)/decrease in derivative financial instruments
   (17,529 )    (2,144 )    1,196
Net decrease/(increase) in trading portfolio assets
   26,919    (18,227 )    (18,323 )
Net (decrease)/increase in trading liabilities
   (5,928 )    (6,472 )    310
Net decrease/(increase) in financial investments
   5,229    (4,379 )    1,538
Net (increase)/decrease in other assets
   (3,008 )    1,299    (1,527 )
Net decrease in other liabilities
   (477 )    (1,071 )    (1,580 )
Tax paid
   (1,731 )    (1,583 )    (2,141 )
Net cash from operating activities
   33,716    (10,747 )    10,047
Purchase of available for sale financial investments
   (57,756 )    (26,899 )    (47,086 )
Proceeds from sale or redemption of available for sale financial investments
   51,429    38,423    46,069
Purchase of intangible assets
   (687 )    (263 )    (212 )
Purchase of property, plant and equipment
   (1,720 )    (1,241 )    (654 )
Proceeds from sale of property, plant and equipment
   799    617    786
Acquisitions of subsidiaries, net of cash acquired
   (961 )    (270 )    (248 )
Disposal of subsidiaries, net of cash disposed
   238    383    (15 )
Increase in investment in subsidiaries
   (157 )    (668 )    (432 )
Decrease in investment in subsidiaries
   19    57    44
Acquisition of associates and joint ventures
   (96 )    (220 )    (162 )
Disposal of associates and joint ventures
   137    145    739
Other cash flows associated with investing activities
   –    –    17
Net cash from investing activities
   (8,755 )    10,064    (1,154 )
Dividends paid
   (3,047 )    (2,559 )    (2,215 )
Proceeds of borrowings and issuance of debt securities
   5,763    4,625    2,493
Repayments of borrowings and redemption of debt securities
   (1,207 )    (683 )    (366 )
Net issue of shares and other equity instruments
   9,493    2,494    179
Repurchase of shares and other equity instruments
   (173 )    (1,802 )    –
Net disposal/(purchase) of treasury shares
   87    (48 )    (31 )
Net issue of shares to minority interests
   1,356    1,331    632
Net cash from financing activities
   12,272    3,358    692
Effect of exchange rates on cash and cash equivalents
   (5,801 )    (550 )    562
Net increase in cash and cash equivalents
   31,432    2,125    10,147
Cash and cash equivalents at beginning of year
   33,077    30,952    20,805
Cash and cash equivalents at end of year
   64,509    33,077    30,952
Cash and cash equivalents comprise:

Cash and balances at central banks
   30,019    5,801    7,345
Loans and advances to banks
   47,707    40,120    30,926
Less: non-cash amounts and amounts with original maturity greater than three months
   (15,428 )    (19,377 )    (15,892 )
   32,279    20,743    15,034
Available for sale treasury and other eligible bills
   64,976    43,072    51,703
Less: non-cash and amounts with original maturity greater than three months
   (62,876 )    (41,688 )    (50,684 )
   2,100    1,384    1,019
Trading portfolio assets
   185,637    193,691    177,867
Less: non-cash and amounts with original maturity greater than three months
   (185,526 )    (188,556 )    (170,329 )
   111    5,135    7,538
Other
   –    14    16
   64,509    33,077    30,952


	2009 £m		2008 £m		2007 £m

Continuing operations
Reconciliation of profit before tax to net cash flows from operating activities:
Profit before tax	4,585		5,136		6,223
Adjustment for non-cash items:
Allowance for impairment	8,071		5,419		2,795
Depreciation, amortisation and impairment of property, plant, equipment and intangibles	1,196		885		651
Other provisions, including pensions	428		804		753
Net profit from associates and joint ventures	(34	)	(14	)	(42	)
Net profit on disposal of investments and property, plant and equipment	(383	)	(371	)	(862	)
Net profit from disposal of associates and joint ventures	3		–		(26	)
Net profit from disposal of subsidiaries	(191	)	(327	)	(2	)
Net gains on acquisitions	(26	)	(2,406	)	–
Other non-cash movements^a	4,573		960		(1,181	)
Changes in operating assets and liabilities:
Net decrease/(increase) in loans and advances to banks and customers	25,482		(58,431	)	(77,987	)
Net (decrease)/increase in deposits and debt securities in issue	(49,203	)	77,743		90,589
Net decrease/(increase) in derivative financial instruments	3,321		(17,529	)	(2,144	)
Net decrease/(increase) in trading assets	34,334		26,919		(18,227	)
Net decrease in trading liabilities	(8,222	)	(5,928	)	(6,472	)
Net increase/(decrease) in financial investments	20,459		5,229		(4,379	)
Net (increase)/decrease in other assets	(465	)	(3,016	)	1,116
Net decrease in other liabilities	(907	)	(477	)	(1,071	)
Tax paid	(1,177	)	(1,404	)	(1,254	)

Net cash from operating activities	41,844		33,192		(11,520	)

Purchase of available for sale investments	(78,420	)	(57,756	)	(26,899	)
Proceeds from sale or redemption of available for sale investments	88,559		51,429		38,423
Net addition of intangible assets	(226	)	(666	)	(227	)
Purchase of property, plant and equipment	(1,150	)	(1,643	)	(1,182	)
Proceeds from sale of property, plant and equipment	372		799		617
Acquisitions of subsidiaries, net of cash acquired	(28	)	(961	)	(270	)
Disposal of subsidiaries, net of cash disposed	339		238		383
Disposal of discontinued operation, net of cash disposed	2,469		–		–
Increase in investment in subsidiaries	–		(157	)	(668	)
Decrease in investment in subsidiaries	–		19		57
Acquisition of associates and joint ventures	(81	)	(96	)	(220	)
Disposal of associates and joint ventures	69		137		145
Other cash flows associated with investing activities	(15	)	(5	)	153

Net cash from investing activities	11,888		(8,662	)	10,312

Dividends paid	(633	)	(2,697	)	(2,151	)
Proceeds of borrowings and issuance of debt securities	3,549		5,763		4,646
Repayments of borrowings and redemption of debt securities	(4,383	)	(1,207	)	(683	)
Net issue of shares and other equity instruments	773		9,505		2,494
Repurchase of shares and other equity instruments	–		(173	)	(1,802	)
Net disposal/(purchase) of treasury shares	33		87		(48	)
Net issue of shares to non-controlling interests	–		1,356		1,331

Net cash from financing activities	(661	)	12,634		3,787

Effect of exchange rates on cash and cash equivalents	(2,864	)	(6,018	)	(537	)

Net cash from discontinued operations	(376	)	286		83

Net increase in cash and cash equivalents	49,831		31,432		2,125

Cash and cash equivalents at beginning of year	64,509		33,077		30,952

Cash and cash equivalents at end of year	114, 340		64,509		33,077

Cash and cash equivalents comprise:
Cash and balances at central banks	81,483		30,019		5,801
Loans and advances to banks	41,135		47,707		40,120
Less: non-cash and amounts with original maturity greater than three months	(10,674	)	(15,428	)	(19,377	)
	30,461		32,279		20,743
Available for sale treasury and other eligible bills	56,483		64,976		43,072
Less: non-cash and amounts with original maturity greater than three months	(54,239	)	(62,876	)	(41,688	)
	2,244		2,100		1,384
Trading portfolio assets	151,344		185,637		193,691
Less: non-cash and amounts with original maturity greater than three months	(151,192	)	(185,526	)	(188,556	)
	152		111		5,135
Other	–		–		14
	114,340		64,509		33,077

Interest received in ~~2008~~2009 was £32,437m (2008: £41,017m, ~~(2007: £49,441m, 2006: £38,544m)~~2007: £49,441m) and interest paid in ~~2008~~2009 was £20,889m (2008: £38,975m, ~~(2007: £37,821m, 2006: £29,372m)~~2007: £37,821m).

The Group is required to maintain balances with central banks and other regulatory authorities and these amounted to ~~£1,050m~~£2,470m at 31st December ~~2008 (2007: £1,037m)~~2009 (2008: £1,050m).

Note

a	Other non-cash movements principally comprise movements in exchange rates and the fair value of available for sale investments less subordinated debt hedging.

~~Barclays~~

~~Annual Report 2008~~

~~193~~183

Accounts of Barclays PLC

Parent company accounts

Income statement
For the year ended 31st December

   2008
£m 2007
£m 2006
£m
Dividends received from subsidiary
   1,173 3,287 1,964
Interest income
   7 4 4
Trading gain/(loss)
   18 (13 ) –
Other income
   – 15 –
Management charge from subsidiary
   (4 ) (4 ) (4 )
Profit before tax
   1,194 3,289 1,964
Tax
   (1 ) – –
Profit after tax
   1,193 3,289 1,964


Income statement For the year ended 31st December	2009 £m		2008 £m		2007 £m
Dividends received from subsidiary	103		1,173		3,287
Interest income	53		7		4
Trading gain/(loss)	–		18		(13	)
Other income	–		–		15
Management charge from subsidiary	(4	)	(4	)	(4	)
Profit before tax	152		1,194		3,289
Tax	(27	)	(1	)	–

Profit after tax	125		1,193		3,289

The Company had no staff during the year ~~(2007:~~(2008: nil, ~~2006:~~2007: nil).

Profit after tax and total comprehensive income for the year was £125m (2008: £1,193m, 2007: £3,289m). There were no other components of total comprehensive income other than the net profit for the year.

Balance sheet
As at 31st December

   Notes    2008
£m    2007
£m
Assets

Non-current assets

Investment in subsidiaries
   40    15,340    10,391
Current assets

Cash and balances at central banks
      –    671
Other assets
      3,851    20
Total assets
      19,191    11,082
Liabilities

Current liabilities

Amounts payable within one year
      1    1
Shareholders’ equity

Called up share capital
   31    2,093    1,651
Share premium account
   31    4,045    56
Other equity
   31    3,652    –
Capital redemption reserve
   32    394    384
Retained earnings
   32    9,006    8,990
Total shareholders’ equity
      19,190    11,081
Total liabilities and shareholders’ equity
      19,191    11,082


Balance sheet As at 31st December	Notes	2009 £m	2008 £m
Assets
Non-current assets
Investment in subsidiaries	41	20,215	15,340
Current assets
Cash and balances at central banks		1	–
Other assets		26	3,851
Total assets		20,242	19,191

Liabilities
Current liabilities
Amounts payable within one year		28	1

Shareholders’ equity
Called up share capital	31	2,853	2,093
Share premium account	31	7,951	4,045
Other equity	31	–	3,652
Capital redemption reserve	32	394	394
Retained earnings	32	9,016	9,006

Total shareholders’ equity		20,214	19,190

Total liabilities and shareholders’ equity		20,242	19,191

The accompanying notes form an integral part of the accounts.

Marcus Agius

Group Chairman

John Varley

Group Chief Executive

~~Christopher~~Chris Lucas

Group Finance Director


~~194~~ 184

Accounts of Barclays PLC

Parent company accounts

continued


Statement of changes in equity	Notes	Share capital and share premium^a £m		Other reserves^b £m		Retained earnings^c £m		Total equity £m
Balance at 1st January 2009		6,138		4,046		9,006		19,190
Total comprehensive income:
Net profit for the year and total comprehensive income		–		–		125		125
Issue of new ordinary shares		749		–		–		749
Issue of shares under employee share schemes		35		–		–		35
Issue of warrants		–		–		–		–
Mandatorily Convertible Notes issued		3,882		(3,652	)	(230	)	–
Repurchase of shares		–		–		–		–
Dividends	1	–		–		(113	)	(113	)
Other		–		–		228		228

Balance at 31st December 2009		10,804		394		9,016		20,214

Balance at 1st January 2008		1,707		384		8,990		11,081
Total comprehensive income:
Net profit for the year and total comprehensive income		–		–		1,193		1,193
Issue of new ordinary shares		4,422		–		634		5,056
Issue of shares under employee share schemes		19		–		–		19
Issue of warrants		–		–		776		776
Mandatorily Convertible Notes issued		–		3,652		–		3,652
Repurchase of shares		(10	)	10		(173	)	(173	)
Dividends		–		–		(2,414	)	(2,414	)
Other		–		–		–		–

Balance at 31st December 2008		6,138		4,046		9,006		19,190

In 2009 and 2008 there were no other components of total comprehensive income other than the net profit for the year.

Notes

~~Annual Report 2008~~
a Details of share capital and share premium are shown in Note 31.

b	Details of other reserves are shown in Note 32.

c	Details of retained earnings are shown in Note 32.


				185

LOGO

Statement of recognised income and expense
For the year ended 31st December

   2008
£m    2007
£m    2006
£m
Profit after tax
   1,193    3,289    1,964
Total recognised income and expense for the year
   1,193    3,289    1,964

Cash flow statement
For the year ended 31st December

   2008
£m 2007
£m 2006
£m
Reconciliation of profit before tax to net cash flows from operating activities:

Profit before tax
   1,194 3,289 1,964
Changes in operating assets and liabilities:

Net increase in other assets
   (16 ) (3 ) (13 )
Net decrease in other liabilities
   – (3 ) –
Net cash from operating activities
   1,178 3,283 1,951
Capital contribution to subsidiaries
   (4,362 ) (1,434 ) –
Purchase of shares in subsidiaries
   (16 ) (316 ) (179 )
Liquidation of subsidiary
   205 – –
Net cash used in investing activities
   (4,173 ) (1,750 ) (179 )
Issue of shares and other equity instruments
   4,911 2,494 179
Dividends paid
   (2,414 ) (2,129 ) (1,814 )
Repurchase of ordinary shares
   (173 ) (1,802 ) –
Net cash from financing activities
   2,324 (1,437 ) (1,635 )
Net (decrease)/increase in cash and cash equivalents
   (671 ) 96 137
Cash and cash equivalents at beginning of year
   671 575 438
Cash and cash equivalents at end of year
   – 671 575
Cash and cash equivalents comprise:

Cash and balances at central banks
   – 671 575
Net cash from operating activities includes:

Dividends received
   1,173 3,287 1,964
Interest received
   7 4 4


Cash flow statement For the year ended 31st December	2009 £m		2008 £m		2007 £m
Reconciliation of profit before tax to net cash flows from operating activities:
Profit before tax	152		1,194		3,289
Changes in operating assets and liabilities:
Net decrease/(increase) in other assets	2		(16	)	(3	)
Net increase/(decrease) in other liabilities	1		–		(3	)

Net cash from operating activities	155		1,178		3,283
Capital contribution to subsidiaries	(800	)	(4,362	)	(1,434	)
Purchase of shares in subsidiaries	(25	)	(16	)	(316	)
Liquidation of subsidiary	–		205		–

Net cash used in investing activities	(825	)	(4,173	)	(1,750	)
Issue of shares and other equity instruments	784		4,911		2,494
Dividends paid	(113	)	(2,414	)	(2,129	)
Repurchase of ordinary shares	–		(173	)	(1,802	)

Net cash from financing activities	671		2,324		(1,437	)

Net increase/(decrease) in cash and cash equivalents	1		(671	)	96

Cash and cash equivalents at beginning of year	–		671		575

Cash and cash equivalents at end of year	1		–		671

Cash and cash equivalents comprise:
Cash and balances at central banks	1		–		671

Net cash from operating activities includes:
Dividends received	103		1,173		3,287
Interest received	53		7		4

The ~~parent company’s main~~Parent Company’s principal activity is to hold the investment in its wholly-owned subsidiary, Barclays Bank PLC. Dividends received are treated as operating income.

The Company was not exposed at 31st December ~~2008~~2009 or ~~2007~~2008 to significant risks arising from the financial instruments it holds; which comprised cash, balances with central banks and other assets which had no credit or market risk.

~~Dividends received are treated as operating income.~~

Non-cash transactions

During ~~the year~~2008 Barclays Bank PLC issued £4,050m of Mandatorily Convertible Notes (MCNs), which had mandatorily ~~convert~~converted into ordinary shares of Barclays PLC ~~on or before~~by 30th June 2009. Barclays ~~PLC has the~~PLC’s right to receive the ~~Notes in the future; the fair value of which has been~~MCNs was included in other assets in 2008, with a corresponding increase, net of issue costs, in other equity. In 2009, Barclays PLC waived its rights over the MCNs, which have been added to its cost of investment in its subsidiary.

The accompanying notes form an integral part of the accounts.

186

~~Barclays~~

~~Annual Report 2008~~

~~195~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

1 Dividends per share

~~As announced on 13th October 2008,~~The Directors have recommended the ~~Board of Barclays has concluded that it would not be appropriate to recommend the payment of a~~ final dividend in respect of 2009 of 1.5p per ordinary share of 25p each, amounting to a total of £176m, which will be paid on 19th March 2010. The financial statements for ~~2008. The final dividend for 2007 of £1,485m is~~the year ended 31st December 2009 do not reflect these dividends, which will be accounted for in shareholders’ equity as an appropriation of retained profits in the year ending 31st December ~~2008.~~2010. The financial statements to 31st December 2009 include the 2009 interim dividend of £113m.

2 Net interest income


	2008 £m		2007 £m		2006 £m
Interest arising from:							2009 £m		2008 £m		2007 £m
Cash and balances with central banks	174		145		91		131		174		145
Available for sale investments	2,355		2,580		2,811		1,937		2,355		2,580
Loans and advances to banks	1,267		1,416		903		513		1,267		1,416
Loans and advances to customers	23,754		19,559		16,290		18,456		23,754		19,559
Other	460		1,608		1,710
Other interest income							199		460		1,596

Interest income	28,010		25,308		21,805		21,236		28,010		25,296
Deposits from banks	(2,189	)	(2,720	)	(2,819	)	(634	)	(2,189	)	(2,720	)
Customer accounts	(6,697	)	(4,110	)	(3,076	)	(2,716	)	(6,697	)	(4,110	)
Debt securities in issue	(5,910	)	(6,651	)	(5,282	)	(3,889	)	(5,910	)	(6,651	)
Subordinated liabilities	(1,349	)	(878	)	(777	)	(1,718	)	(1,349	)	(878	)
Other	(396	)	(1,339	)	(708	)
Other interest expense							(361	)	(396	)	(1,339	)

Interest expense	(16,541	)	(15,698	)	(12,662	)	(9,318	)	(16,541	)	(15,698	)

Net interest income	11,469		9,610		9,143		11,918		11,469		9,598

Interest income includes £185m (2008: £135m, ~~(2007: £113m, 2006: £98m) accrued on~~2007: £113m) arising from impaired loans.

Other interest income principally includes interest income relating to reverse repurchase agreements. Similarly, other interest expense principally includes interest expense relating to repurchase agreements and hedging activity.

Included in net interest income is hedge ineffectiveness as detailed in Note 14.

3 Net fee and commission income


	2008 £m		2007 £m		2006 £m		2009 £m		2008 £m		2007 £m

Fee and commission income
Brokerage fees	87		109		70		88		56		78
Investment management fees	1,616		1,787		1,535		133		120		122
Securities lending	389		241		185
Banking and credit related fees and commissions	7,208		6,363		6,031		9,578		7,208		6,363
Foreign exchange commissions	189		178		184		147		189		178

Fee and commission income	9,489		8,678		8,005		9,946		7,573		6,741

Fee and commission expense	(1,082	)	(970	)	(828	)	(1,528	)	(1,082	)	(970	)

Net fee and commission income	8,407		7,708		7,177		8,418		6,491		5,771

~~196~~

~~Barclays~~

~~Annual Report 2008~~

187

4 Principal transactions


	2008 £m		2007 £m		2006 £m
Rates related business	4,751		4,162		2,848
Credit related business	(3,422	)	(403	)	766
						2009 £m		2008 £m	2007 £m
Net trading income	1,329		3,759		3,614	7,001		1,339	3,754

Net gain from disposal of available for sale assets	212		560		307	349		212	560
Dividend income	196		26		15	6		196	26
Net gain from financial instruments designated at fair value	33		293		447
Other investment income	239		337		193
Net (loss)/gain from financial instruments designated at fair value						(208	)	33	293
Other investment (losses)/income						(91	)	239	337

Net investment income	680		1,216		962	56		680	1,216

Principal transactions	2,009		4,975		4,576	7,057		2,019	4,970

~~Of the total net~~Net trading income ~~a £2,096m net loss (2007: £116m loss, 2006: £1,427m gain) was made on the purchase and sale of securities and the revaluation of both securities and derivatives. This~~ included a £682m gain (2008: £1,272m, ~~gain (2007: £640m, 2006: £480m) that was earned in~~2007: £640m) related to foreign exchange dealings.

The net loss on financial assets designated at fair value included within principal transactions was £2,557m (2008: £6,602m ~~(2007:~~loss, 2007: £78m ~~gain, 2006: £489m~~ gain) of which losses of £2,349m (2008: £6,635m ~~(2007:~~loss, 2007: £215m ~~loss, 2006: £42m gain)~~loss) were included in net trading income and ~~gains~~losses of £208m (2008: £33m ~~(2007:~~gain, 2007: £293m ~~2006: £447m)~~gain) were included inwithin net investment income.

The net ~~gain~~loss on financial liabilities designated at fair value included within principal transactions was £3,158m (2008: £3,328m ~~(2007:~~gain, 2007: £231m ~~loss, 2006: £920m~~ loss) all of which was included within net trading income.

Net trading income includes the net ~~gain~~loss from ~~widening of~~tightening credit spreads relating to Barclays Capital issued structured notes held at fair value ~~was~~of £1,820m (2008: £1,663m ~~(2007:~~gain, 2007: £658m ~~2006: £nil)~~gain).

5 Insurance premiums and insurance claims and benefits


	2008 £m		2007 £m		2006 £m		2009 £m		2008 £m		2007 £m
Gross premiums from insurance contracts	1,138		1,062		1,108		1,224		1,138		1,062
Premiums ceded to reinsurers	(48	)	(51	)	(48	)	(52	)	(48	)	(51	)

Net premiums from insurance contracts	1,090		1,011		1,060		1,172		1,090		1,011

	2008 £m		2007 £m		2006 £m
Gross claims and benefits incurred on insurance contracts	263		520		588
Reinsurers’ share of claims incurred	(26	)	(28	)	(13	)

Net claims and benefits incurred on insurance contracts	237		492		575


	2009 £m		2008 £m		2007 £m
Gross claims and benefits incurred on insurance contracts	858		263		520
Reinsurers’ share of claims incurred	(27	)	(26	)	(28	)

Net claims and benefits incurred on insurance contracts	831		237		492

6 Other income

      2008
£m 2007
£m 2006
£m
(Decrease)/increase in fair value of assets held in respect of linked liabilities to customers under investment contracts
   (10,422 ) 5,592 7,417
Decrease/(increase) in liabilities to customers under investment contracts
   10,422 (5,592 ) (7,417 )
Property rentals
   73 53 55
Other income
   304 135 159
Other income
   377 188 214

~~Included in other income are sub-lease rentals of £18m (2007: £18m, 2006: £18m), and in 2008 only is a £47m gain from the Visa IPO.~~
      2009
£m 2008
£m 2007
£m
Increase/(decrease) in fair value of assets held in respect of linked liabilities to customers under investment contracts
   102    (1,219 ) 23
(Increase)/decrease in liabilities to customers under investment contracts
   (102 ) 1,219    (23 )
Property rentals
   64    73    53
Gains on debt buy backs and extinguishments
   1,255    24    –
Other
   70    270    133
Other income
   1,389    367    186

188

~~Barclays~~

~~Annual Report 2008~~

~~197~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

7 Impairment charges and other credit provisions


	2008 £m		2007 £m		2006 £m		2009 £m		2008 £m		2007 £m
Impairment charges on loans and advances
– New and increased impairment allowances	5,116		2,871		2,722
– Releases	(358	)	(338	)	(389	)
– Recoveries	(174)		(227)		(259)
New and increased impairment allowances							8,111		5,116		2,871
Releases							(631	)	(358	)	(338	)
Recoveries							(150	)	(174	)	(227	)
Impairment charges on loans and advances	4,584		2,306		2,074		7,330		4,584		2,306
Charge/(release) in respect of provision for undrawn contractually committed facilities and guarantees provided	329		476		(6)
Charge in respect of provision for undrawn contractually committed facilities and guarantees provided							28		329		476
Impairment charges on loans and advances and other credit provisions	4,913		2,782		2,068		7,358		4,913		2,782
Impairment charges on re verse repurchase agreements	124		–		–
Impairment charges on reverse repurchase agreements							43		124		–
Impairment on available for sale assets	382		13		86		670		382		13

Impairment charges and other credit provisions	5,419		2,795		2,154		8,071		5,419		2,795

An analysis of the impairment charges by class of financial instrument is included in Note 47.

8 Staff costs


	2008 £m	2007 £m	2006 £m	2009 £m		2008 £m	2007 £m
Salaries and accrued incentive payments	6,273	6,993	6,635	8,081		5,787	6,322
Social security costs	464	508	502	606		444	480
Pension costs – defined contribution plans	237	141	128	224		221	119
Pension costs – defined benefit plans (Note 30)	89	150	282	(33	)	89	150
Other post-retirement benefits (Note 30)	1	10	30	16		1	9
Other	715	603	592	1,054		662	531

Staff costs	7,779	8,405	8,169	9,948		7,204	7,611

Included in salaries and incentive payments is £290m (2008: £257m, ~~(2007: £551m, 2006: £640m)~~2007: £551m) arising from equity settled share-based payments, of which £56m (2008: £23m, ~~(2007: £60m, 2006: £78m)~~2007: £60m) is a charge related to ~~options-based schemes.~~option-based schemes and of which £12m (2008: £35m, 2007: £74m) relates to discontinued operations. Also included is £8m (2008: £3m, ~~(2007: £8m, 2006: £6m)~~2007: £8m) arising from cash settled share-based payments.

In December 2009, the UK government announced that the Finance Bill 2010 will introduce a bank payroll tax of 50% applicable to discretionary bonuses over £25,000 awarded to UK bank employees between 9th December 2009 and 5th April 2010. Draft legislation and further guidance on its application has been published. Based on this, and in accordance with IAS 19 – Employee benefits, the Group has accrued for the estimated tax payable in respect of employee services provided during the period. For 2009, £190m has been included within Other Staff Costs in respect of 2009 cash awards. A further provision of £35m has also been included in Other Staff Costs in respect of certain prior year awards being distributed during the tax window, which may fall within the proposed legislation.

Staff costs above relate to continuing operations only. Total staff costs for the Group (including both continuing and discontinued operations) was

£10,683m (2008: £7,779m, 2007: £8,405m) comprising salaries and accrued incentive payments of £8,595m (2008: £6,273m, 2007: £6,993m), social security costs of £621m (2008: £464m, 2007: £508m), pension costs of £217m (2008: £326m, 2007: £291m), other post-retirement benefits of £19m (2008: £1m, 2007: £10m) and other staff costs of £1,231m (2008: £715m, 2007: £603m).

The total average number of persons employed by the Group ~~worldwide~~(including both continuing and discontinued operations) during the year was ~~151,500 (2007: 128,900, 2006: 118,600)~~153,800 (2008: 151,500).

9 Administration and general expenses

      2008
£m 2007
£m    2006
£m
Administrative expenses
   5,153 3,978    3,980
Impairment charges/(releases)

– property and equipment (Note 23)
   33 2    14
– intangible assets (Note 22)
   (3 ) 14    7
– goodwill (Note 21)
   111 –    –
Operating lease rentals
   520 414    345
Gain on property disposals
   (148) (267)    (432)
Administration and general expenses
   5,666 4,141    3,914

~~Auditors’ remuneration~~
      2009
£m 2008
£m 2007
£m
Administrative expenses
   4,889    4,791    3,691
Impairment charges/(releases)

– property and equipment (Note 23)
   34    33    2
– intangible assets (Note 22)
   27    (3 ) 14
– goodwill (Note 21)
   1    112    –
Operating lease rentals
   639    520    414
Gain on property disposals
   (29 ) (148 ) (267 )
Administration and general expenses
   5,561    5,305    3,854

      2008

Audit
£m

Audit
related
£m

Taxation
services
£m

Other
services
£m

Total
£m
Audit of the Group’s annual accounts
   12    –    –    –    12
Other services:

Fees payable for the audit of the Company’s associates pursuant to legislation
   20    –    –    –    20
Other services supplied pursuant to such legislation
   –    2          2
Other services relating to taxation
   –    –    10    –    10
Services relating to corporate finance transactions entered into or proposed to be entered into by or on behalf of the Company or any of its associates
   –    –    –    3    3
Other
   –    4    –    1    5
Total auditors’ remuneration
   32    6    10    4    52

~~198~~

~~Barclays~~

~~Annual Report 2008~~

189

9 Administration and general expenses ~~(continued)~~continued

Auditors’ remuneration


	2007					Notes		Audit £m	Audit related £m	Taxation services £m	Other services £m	Total £m
	Audit £m	Audit related £m	Taxation services £m	Other services £m	Total £m

2009
Audit of the Group’s annual accounts	7	–	–	–	7			12	–	–	–	12

Other services:
Other services:
Fees payable for the audit of the Company’s associates pursuant to legislation	12	–	–	–	12	a	)	23	–	–	–	23
Other services supplied pursuant to such legislation	6	2	–	–	8	b	)	–	2	–	–	2
Other services relating to taxation	–	–	8	–	8	c	)	–	–	7	–	7
Services relating to corporate finance transactions entered into or proposed to be entered into by or on behalf of the Company or any of its associates	–	–	–	5	5	d	)	–	–	–	3	3
Other	–	2	–	2	4			–	4	–	1	5

Total auditors’ remuneration	25	4	8	7	44			35	6	7	4	52

	2006
	Audit £m	Audit related £m	Taxation services £m	Other services £m	Total £m

2008
Audit of the Group’s annual accounts	7	–	–	–	7			12	–	–	–	12

Other services:
Other services:
Fees payable for the audit of the Company’s associates pursuant to legislation	11	–	–	–	11	a	)	19	–	–	–	19
Other services supplied pursuant to such legislation	10	1	–	–	11	b	)	–	2	–	–	2
Other services relating to taxation	–	–	6	–	6	c	)	–	–	9	–	9
Services relating to corporate finance transactions entered into or proposed to be entered into by or on behalf of the Company or any of its associates	–	–	–	4	4	d	)	–	–	–	2	2
Other	–	4	–	1	5			–	4	–	1	5

Total auditors’ remuneration	28	5	6	5	44			31	6	9	3	49

2007
Audit of the Group’s annual accounts								7	–	–	–	7
Other services:
Fees payable for the audit of the Company’s associates pursuant to legislation						a	)	11	–	–	–	11
Other services supplied pursuant to such legislation						b	)	6	2	–	–	8
Other services relating to taxation						c	)	–	–	3	–	3
Services relating to corporate finance transactions entered into or proposed to be entered into by or on behalf of the Company or any of its associates						d	)	–	–	–	5	5
Other								–	1	–	1	2

Total auditors’ remuneration								24	3	3	6	36

The figures shown in the above table relate to fees paid to PricewaterhouseCoopers LLP and its ~~associates.~~associates for continuing operations of business. Fees paid to other auditors not associated with PricewaterhouseCoopers LLP in respect of the audit of the Company’s subsidiaries were £3m ~~(2007: £2m, 2006:~~(2008: £3m, 2007: £2m).

Fees payable for the audit of the Company’s associates pursuant to legislation comprise the fees for the statutory audit of the subsidiaries and associated pension schemes both inside and outside Great Britain and fees for the work performed by the associates of PricewaterhouseCoopers LLP in respect of the consolidated financial statements of the Company. The fees relating to the audit of the associated pension schemes were £0.2m (2007: £0.3m, 2006: £0.3m).

Other services supplied pursuant to such legislation comprise services in relation to statutory and regulatory filings. These include audit services for the review of the interim financial information under the Listing Rules of the UK listing authority and fees paid for reporting under Section 404 of the US Sarbanes-Oxley Act (Section 404). In 2008 fees paid for reporting under section 404 are not separately identifiable from the fees of the audit of the Group’s annual accounts and the Company’s associates. In addition, other services include Section 404 advisory, reporting accountant work for capital raising, securitisations and services relating to acquisition activities.

Other services supplied pursuant to such legislation comprise services in relation to statutory and regulatory filings. These include audit services for the review of the interim financial information under the Listing Rules of the UK listing authority and fees paid for reporting under Section 404 of the US Sarbanes-Oxley Act (Section 404). In 2009 and 2008 fees paid for reporting under Section 404 are not separately identifiable from the fees of the audit of the Group’s annual accounts and the Company’s associates.

Taxation services include compliance services such as tax return preparation and advisory services such as consultation on tax matters, tax advice relating to transactions and other tax planning and advice.

c)	Other services relating to taxation include compliance services such as tax return preparation and advisory services such as consultation on tax matters, tax advice relating to transactions and other tax planning and advice.

d)	Services relating to corporate finance transactions comprise due diligence related to transactions and other work in connection with such transactions.

Excluded from the total auditors’ remuneration above are fees paid to PricewaterhouseCoopers LLP and associates relating to BGI (discontinued operations) of £4m (2008: £3m, 2007: £8m).


190

Notes to the accounts

For the year ended 31st December 2009

continued

10 Tax

The charge for tax is based upon the UK corporation tax rate of 28% (2008: 28.5% ~~(2007: 30%~~, ~~2006:~~2007: 30%) and comprises:

   2008
£m

2007
£m

2006
£m

Current tax charge/(credit)

Current year
   1,563 2,385 1,929
Adjustment for prior years
   97 (11 ) 8
   1,660 2,374 1,937
Deferred tax (credit)/charge

Current year
   (597 ) (367 ) (16 )
Adjustment for prior years
   (273 ) (26 ) 20
   (870 ) (393 ) 4
Total charge/(credit)
   790 1,981 1,941

~~Barclays~~

~~Annual Report 2008~~

~~199~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

~~10 Tax (continued)~~


	2009 £m		2008 £m		2007 £m

Current tax charge/(credit)
Current year	1,249		1,201		2,013
Adjustment for prior years	(118	)	98		10

	1,131		1,299		2,023

Deferred tax charge/(credit)
Current year	45		(577	)	(297	)
Adjustment for prior years	(102	)	(269	)	(27	)

	(57	)	(846	)	(324	)

Total charge	1,074		453		1,699

The effective tax rate for the years 2009, 2008 ~~2007~~ and ~~2006~~2007 is lower than the standard rate of corporation tax in the UK of 28% (2008: 28.5% ~~(2007: 30%~~, ~~2006:~~2007: 30%). The differences are set out below:


	2008 £m		2007 £m		2006 £m		2009 £m		2008 £m		2007 £m

Profit before tax	6,077		7,076		7,136		4,585		5,136		6,223
Tax charge at standard UK corporation tax rate of 28.5% (2007: 30%, 2006: 30%)	1,732		2,123		2,141
Tax charge at standard UK corporation tax rate of 28% (2008: 28.5%, 2007: 30%)							1,284		1,464		1,867
Adjustment for prior years	(176	)	(37	)	24		(220	)	(171	)	(17	)
Differing overseas tax rates	215		(77	)	(17	)
Effect of overseas tax rates different from UK standard tax rate							(27	)	175		(82	)
Non-taxable gains and income (including amounts offset by unrecognised tax losses)	(833	)	(136	)	(393	)	(112	)	(859	)	(136	)
Share-based payments	229		72		27		(38	)	201		71
Deferred tax assets not previously recognised	(514	)	(158	)	(4	)
Deferred tax assets not recognised/(previously not recognised)							27		(504	)	(159	)
Change in tax rates	(1	)	24		4		(12	)	(1	)	24
Other non-allowable expenses	138		170		159		172		148		131

Overall tax charge	790		1,981		1,941		1,074		453		1,699

Effective tax rate	13%		28%		27%		23	%	9	%	27	%

The effective tax rate ~~of tax~~ for ~~2008,~~2009, based on profit before tax on continuing operations was ~~13% (2007: 28%~~23.4% (2008: 8.8%). The effective tax rate differs from the ~~2007 effective rate and the~~ UK ~~corporation~~ tax rate of 28% (2008: 28.5% ~~principally due~~) because of non-taxable gains and income, different tax rates applied to taxable profits and losses outside the UK, disallowed expenditure and adjustments in respect of prior years. The low effective tax rate of 8.8% on continuing operations in 2008 mainly resulted from the Lehman Brothers North American ~~businesses~~business acquisition. Under IFRS the gain on acquisition of £2,262m is calculated net of deferred tax liabilities included in the acquisition balance sheet and is thus not subject to further tax in calculating the tax charge for the year. Furthermore, Barclays has tax losses previously unrecognised as a deferred tax asset but capable of sheltering part of this deferred tax liability. This gives rise to a tax benefit of £492m which, in accordance with IAS 12, is included as a credit within the tax charge for the year. The effective rate has been adversely impacted by the effect of the fall in the Barclays share price on the deferred tax asset recognised on share awards. In common with prior years there have been offsetting adjustments

Tax effects relating to ~~different overseas tax rates, disallowable expenditure and non taxable gains and income.~~each component of other comprehensive income


For the year ended 31st December	2009						2008						2007
	Before tax amount £m		Tax (expense)/ benefit £m		Net of tax amount £m		Before tax amount £m		Tax (expense)/ benefit £m		Net of tax amount £m		Before tax amount £m	Tax (expense)/ benefit £m		Net of tax amount £m
Continuing operations
Currency translation differences	(861	)	(2	)	(863	)	2,274		840		3,114		43	102		145
Available for sale	1,236		(177	)	1,059		(1,561	)	207		(1,354	)	1	(1	)	–
Cash flow hedge	165		(65	)	100		376		(194	)	182		359	(119	)	240
Other	–		218		218		(5	)	(2	)	(7	)	22	58		80

Other comprehensive income	540		(26	)	514		1,084		851		1,935		425	40		465


				191

LOGO

11 Earnings per share


	2008 £m		2007 £m		2006 £m		2009 £m		2008 £m		2007 £m

Profit attributable to equity holders of parent	4,382		4,417		4,571
Continuing operations
Profit attributable to equity holders of Parent							2,628		3,795		3,886
Dilutive impact of convertible options	(24	)	(25	)	(30	)	(17	)	(19	)	(15	)

Profit attributable to equity holders of parent including dilutive impact of convertible options	4,358		4,392		4,541
Profit attributable to equity holders of Parent including dilutive impact of convertible options							2,611		3,776		3,871

Discontinued operations							6,765		587		531

	2008 million		2007 million		2006 million
							2009 million		2008 million		2007 million
Basic weighted average number of shares in issue	7,389		6,410		6,357		10,890		7,389		6,410
Number of potential ordinary shares	188		177		150		594		188		177

Diluted weighted average number of shares	7,577		6,587		6,507		11,484		7,577		6,587


							p		p		p
	p		p		p

Basic earnings per share	59.3		68.9		71.9		86.2		59.3		68.9
Continuing operations							24.1		51.4		60.6
Discontinued operations							62.1		7.9		8.3
Diluted earnings per share	57.5		66.7		69.8		81.6		57.5		66.9
Continuing operations							22.7		49.8		58.8
Discontinued operations							58.9		7.7		8.1

The calculation of basic earnings per share is based on the profit attributable to equity holders of the ~~parent~~Parent and the number of basic weighted average number of shares excluding own shares held in employee benefits trusts and shares held for trading.

The basic ~~and diluted~~ weighted average number of shares in issue in the year ended 31st December ~~2008~~2009 reflects ~~1,802~~the full year impact of the 1,803 million shares issued during ~~the year and~~2008, the 2,642 million shares that ~~will be~~were issued during the first six months of 2009 following conversion in full of the Mandatorily Convertible Notes, ~~included from the date of issue~~ and ~~the date the contract was entered into respectively. As a result,~~ the weighted average impact of the 379 million warrants exercised during 2009. The increase in the number of potential ordinary shares is primarily driven by the warrants issued in ~~issue~~2008 becoming dilutive in 2009 as the ~~year ended 31st December 2008 was increased by 1,034 million shares as a result of this increase.~~average share price exceeded the warrants’ exercise price.

When calculating the diluted earnings per share, the profit attributable to equity holders of the ~~parent~~Parent is adjusted for the dilutive impact of the potential conversion of outstanding options ~~into shares within~~held in respect of Absa Group Limited ~~and Barclays Global Investors UK Holdings Limited. The~~that would increase the Group’s non-controlling interests on exercise. In addition, the weighted average number of ~~ordinary~~ shares ~~excluding own shares held~~ in ~~employee benefit trusts and shares held for trading,~~issue is adjusted for the effects of all dilutive potential ordinary shares held in respect of Barclays PLC, totalling 594 million (2008: 188 million, ~~(2007:~~2007: 177 ~~million, 2006: 150~~ million).

Of the total number of employee share options and share awards at 31st December ~~2008, 64~~2009, 97 million were anti-dilutive ~~(2007: nil, 2006: 5 million)~~(2008: 64 million, 2007: nil).

Subsequent to the balance sheet date, the Group continued to make on-market purchases of treasury shares ~~under~~for the purposes of satisfying its various employee share schemes. No adjustment has been made to earnings per share in respect of these purchases.

12 Trading portfolio


	2009 £m		2008 £m

Trading portfolio assets
Treasury and other eligible bills	9,926		4,544
Debt securities	116,594		148,686
Equity securities	19,602		30,535
Traded loans	2,962		1,070
Commodities	2,260		802

Trading portfolio assets	151,344		185,637

Trading portfolio liabilities
Treasury and other eligible bills	(381	)	(79	)
Debt securities	(44,327	)	(44,309	)
Equity securities	(6,468	)	(14,919	)
Commodities	(76	)	(167	)

Trading portfolio liabilities	(51,252	)	(59,474	)

As disclosed in Note 51, £8,027m of collateralised loan obligations were reclassified from the trading portfolio to loans and receivables during the year.

~~200~~ 192

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

~~12 Trading portfolio~~For the year ended 31st December 2009

continued

      2008
£m 2007
£m
Trading portfolio assets

Treasury and other eligible bills
   4,544 2,094
Debt securities
   148,686 152,778
Equity securities
   30,535 36,307
Traded loans
   1,070 1,780
Commodities
   802 732
Trading portfolio assets
   185,637 193,691
Trading portfolio liabilities

Treasury and other eligible bills
   (79 ) (486 )
Debt securities
   (44,309 ) (50,506 )
Equity securities
   (14,919 ) (13,702 )
Commodities
   (167 ) (708 )
Trading portfolio liabilities
   (59,474 ) (65,402 )

13 Financial assets designated at fair value

Held on own account


	2008 £m	2007 £m	2009 £m	2008 £m
Loans and advances	30,187	23,491	22,390	30,187
Debt securities	8,628	24,217	4,007	8,628
Equity securities	6,496	5,376	6,256	6,496
Other financial assets	9,231	3,545	8,658	9,231

Financial assets designated at fair value – held on own account	54,542	56,629	41,311	54,542

The maximum exposure to credit risk on loans and advances designated at fair value at 31st December ~~2008~~2009 was ~~£30,187m (2007: £23,491m)~~£22,390m (2008: £30,187m). The amount by which related credit derivatives and similar instruments mitigate the exposure to credit risk at 31st December 2009 was ~~£2,084m (2007: £2,605m)~~£1,416m (2008: £2,084m).

The net loss attributable to changes in credit risk for loans and advances designated at fair value was ~~£2,550m~~£2,370m in ~~2008 (2007: £401m)~~2009 (2008: £2,550m). The gains on related credit derivatives was ~~£519m~~£229m for the year ~~(2007: £4m loss)~~(2008: £519m).

The cumulative net loss attributable to changes in credit risk for loans and advances designated at fair value since initial recognition is ~~£2,149m~~£5,321m at 31st December ~~2008 (2007: £401m)~~2009 (2008: £2,951m). The cumulative change in fair value of related credit derivatives at 31st December ~~2008~~2009 is ~~£523m (2007: £4m)~~£744m (2008: £515m).

Held in respect of linked liabilities to customers under investment contracts/liabilities arising from investment contracts


	2008 £m		2007 £m		2009 £m		2008 £m
Financial assets designated at fair value held in respect of linked liabilities to customers under investment contracts	66,657		90,851		1,257		66,657
Cash and bank balances within the portfolio	2,526		1,788		422		2,526

Assets held in respect of linked liabilities to customers under investment contracts	69,183		92,639		1,679		69,183

Liabilities to customers under investment contracts	(69,183	)	(92,639	)	(1,679	)	(69,183	)

A portion of the Group’s fund management business in 2008, mostly relating to BGI, takes the legal form of investment contracts, under which legal title to the underlying investment is held by the Group, but the inherent risks and rewards in the investments are borne by the investors. In the normal course of business, the Group’s financial interest in such investments is restricted to fees for investment management services.

Due to the nature of these contracts, the carrying value of the assets is always the same as the value of the liabilities and any change in the value of the assets results in an equal but opposite change in the value of the amounts due to the policyholders.

The Group is therefore not exposed to the financial risks – market risk, credit risk and liquidity risk – inherent in the investments and they are omitted from the disclosures on financial risks in Notes 47 to 49.

InOn the balance sheet, the assets are included as ‘Financial assets designated at fair value – held in respect of linked liabilities to customers under investment contracts’. ~~Cash balances~~Balances within the portfolio have been included in the Group’s cash balances. The associated obligation to deliver the value of the investments to customers at their fair value ~~on balance~~on-balance sheet date is included as ‘Liabilities to customers under investment contracts’.

The increase/decrease in ~~the~~fair value arising from the return on the investments and the corresponding increase/decrease in linked liabilities to customers is ~~included in the Other income note~~disclosed in Note 6.

~~Barclays~~

~~Annual Report 2008~~

~~201~~193

~~Notes to the accounts~~ LOGO

~~For the year ended 31st December 2008~~

14 Derivative financial instruments

The Group’s objectives and policies on managing the risks that arise in connection with derivatives, including the policies for hedging, are included in ~~Note~~Notes 46 to ~~Note~~ 49.

The fair values and notional amounts of derivative instruments held for trading are set out in the following table:


	2008						2007								2009						2008
	Notional contract amount £m		Fair value				Notional contract amount £m		Fair value				Notional contract amount £m		Fair value				Notional contract amount £m		Fair value
Year ended 31st December Derivatives held for trading		Assets £m		Liabilities £m			Notional contract amount £m	Assets £m		Liabilities £m			Notional contract amount £m	Assets £m		Liabilities £m			Notional contract amount £m	Assets £m		Liabilities £m
Foreign exchange derivatives	Notional contract amount £m
Forward foreign exchange	1,374,108		44,631		(46,371	)	1,041,781		11,381		(11,629	)	1,457,271		18,148		(18,019	)	1,374,108		44,631		(46,371	)
Currency swaps	828,983		47,077		(53,116	)	562,682		15,617		(14,676	)	810,666		26,008		(32,357	)	828,983		47,077		(53,116	)
OTC options bought and sold	426,739		15,405		(14,331	)	464,575		3,350		(3,995	)	539,976		7,332		(7,321	)	426,739		15,405		(14,331	)

OTC derivatives	2,629,830		107,113		(113,818	)	2,069,038		30,348		(30,300	)	2,807,913		51,488		(57,697	)	2,629,830		107,113		(113,818	)
Exchange traded futures – bought and sold	8,008		–		–		139,199		–		–		2,035		–		–		8,008		–		–
Exchange traded options – bought and sold	1,295		–		–		132		–		–		28,220		–		–		1,295		–		–

Foreign exchange derivatives	2,639,133		107,113		(113,818	)	2,208,369		30,348		(30,300	)	2,838,168		51,488		(57,697	)	2,639,133		107,113		(113,818	)

Interest rate derivatives
Interest rate swaps	17,624,591		498,661		(496,292	)	11,758,215		111,746		(110,680	)	9,408,811		193,133		(179,744	)	17,624,591		498,661		(496,292	)
Forward rate agreements	4,377,619		8,853		(8,224	)	1,960,106		755		(738	)	4,436,628		3,595		(3,289	)	4,377,619		8,853		(8,224	)
OTC options bought and sold	5,598,960		105,743		(101,005	)	3,776,600		27,337		(26,944	)	5,113,613		63,647		(61,304	)	5,598,960		105,743		(101,005	)

OTC derivatives	27,601,170		613,257		(605,521	)	17,494,921		139,838		(138,362	)	18,959,052		260,375		(244,337	)	27,601,170		613,257		(605,521	)
Exchange traded futures – bought and sold	586,312		–		–		903,516		–		–		547,685		–		–		586,312		–		–
Exchange traded options – bought and sold	276,752		–		–		269,095		102		(64	)	272,960		–		–		276,752		–		–
Exchange traded swaps	9,411,001		–		–		4,941,417		–		–		13,424,261		–		–		9,411,001		–		–

Interest rate derivatives	37,875,235		613,257		(605,521	)	23,608,949		139,940		(138,426	)	33,203,958		260,375		(244,337	)	37,875,235		613,257		(605,521	)

Credit derivatives
Swaps	4,129,244		184,072		(170,011	)	2,472,249		38,696		(35,814	)	2,016,796		56,295		(51,780	)	4,129,244		184,072		(170,011	)

Equity and stock index derivatives
OTC options bought and sold	180,157		19,576		(19,998	)	145,399		11,293		(15,743	)	124,944		13,042		(15,681	)	180,157		19,576		(19,998	)
Equity swaps and forwards	51,267		3,432		(2,819	)	36,149		1,057		(1,193	)	45,922		2,057		(1,718	)	51,267		3,432		(2,819	)

OTC derivatives	231,424		23,008		(22,817	)	181,548		12,350		(16,936	)	170,866		15,099		(17,399	)	231,424		23,008		(22,817	)
Exchange traded futures – bought and sold	38,340		–		–		31,519		–		–		57,565		–		–		38,340		–		–
Exchange traded options – bought and sold	121,712		5,551		(3,109	)	30,930		848		(2,200	)	130,885		2,631		(2,371	)	121,712		5,551		(3,109	)

Equity and stock index derivatives	391,476		28,559		(25,926	)	243,997		13,198		(19,136	)	359,316		17,730		(19,770	)	391,476		28,559		(25,926	)

Commodity derivatives
OTC options bought and sold	78,680		6,565		(10,261	)	95,032		4,496		(4,720	)	92,508		4,262		(4,215	)	78,680		6,565		(10,261	)
Commodity swaps and forwards	407,015		38,316		(35,556	)	276,102		19,075		(18,039	)	252,621		22,872		(22,012	)	407,015		38,316		(35,556	)

OTC derivatives	485,695		44,881		(45,817	)	371,134		23,571		(22,759	)	345,129		27,134		(26,227	)	485,695		44,881		(45,817	)
Exchange traded futures – bought and sold	165,564		3,953		(2,745	)	228,465		–		–		312,883		2,436		(2,008	)	165,564		3,953		(2,745	)
Exchange traded options – bought and sold	54,435		161		(233	)	66,732		1,197		(943	)	55,729		180		(200	)	54,435		161		(233	)

Commodity derivatives	705,694		48,995		(48,795	)	666,331		24,768		(23,702	)	713,741		29,750		(28,435	)	705,694		48,995		(48,795	)

Derivative assets/(liabilities) held for trading	45,740,782		981,996		(964,071	)	29,199,895		246,950		(247,378	)	39,131,979		415,638		(402,019	)	45,740,782		981,996		(964,071	)

~~202~~ 194

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

14 Derivative financial instruments ~~(continued)~~continued

The fair values and notional amounts of derivative instruments held for risk management are set out in the following table:


	2008				2007				2009						2008
	Notional	Fair value			Notional	Fair value			Notional contract amount £m		Fair value				Notional contract amount £m		Fair value
Year ended 31st December Derivatives held for risk management	contract amount £m	Assets £m	Liabilities £m		contract amount £m	Assets £m	Liabilities £m
Year ended 31st December Derivatives held for trading									Notional contract amount £m	Notional contract amount £m		Assets £m		Liabilities £m		Notional contract amount £m		Assets £m		Liabilities £m
Derivatives designated as cash flow hedges										Notional contract amount £m					Notional contract amount £m	Notional contract amount £m
Currency swaps	586	–	(271	)	–	–	–		–		–		–		586		–		(271	)
Interest rate swaps	60,669	1,013	(1,011	)	38,453	239	(437	)	79,241		478		(494	)	60,669		1,013		(1,011	)
Equity options	400	–	(154	)	54	41	–		–		–		–		400		–		(154	)
OTC options bought and sold									673		2		–		–		–		–
Forward foreign exchange	1,871	309	(354	)	2,256	178	–		2,224		237		(51	)	1,871		309		(354	)
Exchange traded interest rate swaps	20,028	–	–		14,529	–	–		33,534		–		–		20,028		–		–

Derivatives designated as cash flow hedges	83,554	1,322	(1,790	)	55,292	458	(437	)	115,672		717		(545	)	83,554		1,322		(1,790	)

Derivatives designated as fair value hedges
Currency swaps	2,666	283	(105	)	4,299	81	(75	)	502		10		–		2,666		283		(105	)
Interest rate swaps	14,010	1,052	(357	)	18,450	323	(195	)	12,199		357		(459	)	14,010		1,052		(357	)
Equity options	259	124	(110	)	1,203	58	(58	)	7,710		53		(56	)	259		124		(110	)
Forward foreign exchange									5,386		18		(103	)	–		–		–
Exchange traded interest rate swaps	18,767	–	–		–	–	–		32,257		–		–		18,767		–		–

Derivatives designated as fair value hedges	35,702	1,459	(572	)	23,952	462	(328	)	58,054		438		(618	)	35,702		1,459		(572	)

Derivatives designated as hedges of net investments
Forward foreign exchange	2,019	4	(76	)	4,223	31	(57	)	5,321		22		(97	)	2,019		4		(76	)
Currency swaps	3,675	21	(1,563	)	8,397	187	(88	)	971		–		(137	)	3,675		21		(1,563	)

Derivatives designated as hedges of net investment	5,694	25	(1,639	)	12,620	218	(145	)	6,292		22		(234	)	5,694		25		(1,639	)

Derivative assets/(liabilities) held for risk management	124,950	2,806	(4,001	)	91,864	1,138	(910	)	180,018		1,177		(1,397	)	124,950		2,806		(4,001	)

Interest rate derivatives, designated as cash flow hedges, primarily hedge the exposure to cash flow variability from interest rates of variable rate loans to banks and customers, variable rate debt securities held and highly probable forecast financing transactions and reinvestments.

Interest rate derivatives designated as fair value hedges primarily hedge the interest rate risk of fixed rate borrowings in issue, fixed rate loans to banks and customers and investments in fixed rate debt securities held.

Currency derivatives are primarily designated as hedges of the foreign currency risk of net investments in foreign operations.

The Group’s total derivative asset and liability position as reported on the balance sheet is as follows:


	2008				2007				2009							2008
Year ended 31st December	Notional	Fair value			Notional	Fair value
Year ended 31st December									Notional contract amount £m		Fair value					Notional contract amount £m		Fair value
Year ended 31st December	contract amount £m	Assets £m	Liabilities £m		contract amount £m	Assets £m	Liabilities £m			Assets £m		Liabilities £m				Notional contract amount £m	Assets £m		Liabilities £m
Year ended 31st December	45,740,782	981,996	(964,071	)	29,199,895	246,950	(247,378	)	Notional contract amount £m	39,131,979		415,638		(402,019	)		45,740,782		981,996		(964,071	)
Total derivative assets/(liabilities) held for risk management	124,950	2,806	(4,001	)	91,864	1,138	(910	)	180,018		1,177		(1,397	)		124,950		2,806		(4,001	)

Derivative assets/(liabilities)	45,865,732	984,802	(968,072	)	29,291,759	248,088	(248,288	)	39,311,997		416,815		(403,416	)		45,865,732		984,802		(968,072	)

Derivative assets and liabilities subject to counterparty netting agreements amounted to ~~£862bn (2007: £199bn)~~£343bn (2008: £862bn). Additionally, the Group held ~~£55bn (2007: £17bn)~~£31bn (2008: £55bn) of collateral against the net derivative assets exposure.

~~Barclays~~

~~Annual Report 2008~~

~~203~~195

~~Notes to the accounts~~ LOGO

~~For the year ended 31st December 2008~~

14 Derivative financial instruments ~~(continued)~~continued

The Group has hedged the following forecast cash flows, which primarily vary with interest rates. These cash flows are expected to impact the income statement in the following periods, excluding any hedge adjustments that may be applied:


	2008							Total £m	Up to one year £m	Between one to two years £m	Between two to three years £m	Between three to four years £m	Between four to five years £m	More than five years £m
	Total £m	Up to one year £m	Between one to two years £m	Between two to three years £m	Between three to four years £m	Between four to five years £m	More than five years £m
2009
Forecast receivable cash flows	2,569	875	586	596	347	127	38	3,304	467	838	837	700	370	92
Forecast payable cash flows	974	275	166	175	145	123	90	558	51	96	122	145	116	28

	2007
	Total £m	Up to one year £m	Between one to two years £m	Between two to three years £m	Between three to four years £m	Between four to five years £m	More than five years £m
2008
Forecast receivable cash flows	4,329	1,593	987	903	535	254	57	2,569	875	586	596	347	127	38
Forecast payable cash flows	2,121	394	369	335	283	244	496	974	275	166	175	145	123	90

The maximum length of time over which the Group hedges exposure to the variability in future cash flows for forecast transactions, excluding those forecast transactions related to the payment of variable interest on existing financial instruments, is ~~seven~~nine years ~~(2007: ten~~(2008: seven years).

All gains or losses on hedging derivatives relating to forecast transactions, which are no longer expected to occur, have been recycled to the income statement.

A ~~gain~~loss of ~~£2,439m~~£1,478m on hedging instruments was recognised in relation to fair value hedges in net interest income ~~(2007: £66m loss)~~(2008: £2,439m gain). A ~~loss~~gain of ~~£2,423m~~£1,604m on the hedged items was recognised in relation to fair value hedges in net interest income ~~(2007: £70m gain)~~(2008: £2,423m loss).

Ineffectiveness recognised in relation to cash flow hedges in net interest income was a gain of £21m (2008: £14m ~~(2007: £21m)~~gain). Ineffectiveness recognised in relation to hedges of net investment was a ~~gain~~loss of £5m (2008: £2m ~~(2007: £4m)~~gain).

15 Loans and advances to banks and customers


	2008 £m	2007 £m	2009 £m		2008 £m
Gross loans and advances to banks	47,758	40,123	41,196		47,758
Less: Allowance for impairment	(51)	(3)	(61	)	(51	)

Loans and advances to banks	47,707	40,120	41,135		47,707

Gross loans and advances to customers	468,338	349,167	430,959		468,338
Less: Allowance for impairment	(6,523)	(3,769)	(10,735	)	(6,523	)

Loans and advances to customers	461,815	345,398	420,224		461,815

~~204~~ 196

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

16 Available for sale financial investments


	2008 £m		2007 £m		2009 £m		2008 £m
Debt securities	58,831		38,673		43,888		58,831
Treasury bills and other eligible bills	4,003		2,723		5,919		4,003
Equity securities	2,142		1,676		6,676		2,142

Available for sale financial investments	64,976		43,072		56,483		64,976

Movement in available for sale financial investments	2008 £m		2007 £m
At beginning of year	43,072		51,703		64,976		43,072
Exchange and other adjustments	14,275		1,499		(4,399	)	14,275
Acquisitions and transfers	59,703		26,920		83,915		59,703
Disposals (through sale and redemption)	(50,501	)	(37,498	)	(88,854	)	(50,501	)
(Losses)/gains from changes in fair value recognised in equity	(1,174	)	486
Impairment	(382	)	(13	)
Amortisation of discounts/premium	(17	)	(25	)
Gains/(losses) from changes in fair value recognised in equity					1,576		(1,174	)
Impairment charge					(670	)	(382	)
Amortisation charge					(6	)	(17	)
Business disposals/discontinued operations					(55	)	–

At end of year	64,976		43,072		56,483		64,976

17 Securities borrowing, securities lending, repurchase and reverse repurchase agreements

Amounts included in the balance sheet and reported on a net basis where the Group has the intention and the legal ability to settle net or realise simultaneously were as follows:

a) Reverse repurchase agreements and cash collateral on securities borrowed

~~(a)~~

~~Reverse repurchase agreements and cash collateral on securities borrowed~~

Amounts advanced to counterparties under reverse repurchase agreements and cash collateral provided under stock borrowing agreements are treated as collateralised loans receivable. The related securities purchased or borrowed subject to an agreement with the counterparty to repurchase them are not recognised ~~on balance~~on-balance sheet where the risks and rewards of ownership remain with the counterparty.


	2008 £m	2007 £m	2009 £m	2008 £m
Banks	55,471	86,710	67,872	55,471
Customers	74,883	96,365	75,559	74,883
Reverse repurchase agreements and cash collateral held on securities borrowed	130,354	183,075	143,431	130,354

b) Repurchase agreements and cash collateral on securities lent

~~(b)~~

~~Repurchase agreements and cash collateral on securities lent~~

Securities that are not recorded on the balance sheet (for example, securities that have been obtained as a result of reverse repurchase and stock ~~borrow~~borrowing transactions) may also be lent or sold subject to a commitment to repurchase – such securities remain off-balance sheet. In both instances, amounts received from counterparty are treated as liabilities, which at 31st December were as follows:


	2008 £m	2007 £m	2009 £m	2008 £m
Banks	87,403	97,297	93,692	87,403
Customers	94,882	72,132	105,089	94,882
Repurchase agreements and cash collateral on securities lent	182,285	169,429	198,781	182,285

18 Other assets


	2008 £m	2007 £m	2009 £m	2008 £m
Sundry debtors	4,814	4,042	4,909	4,814
Prepayments	882	551	1,010	882
Accrued income	483	400	347	483
Reinsurance assets	123	157	92	123
Other assets	6,302	5,150	6,358	6,302

Included in the above are balances of ~~£4,704m (2007: £3,859m)~~£4,978m (2008: £4,704m) expected to be recovered within no more than 12 months after the balance sheet ~~date;~~date and balances of ~~£1,598m (2007: £1,291m)~~£1,380m (2008: £1,598m) expected to be recovered more than 12 months after the balance sheet date.

Other assets include ~~£3,096m (2007: £3,966m)~~£3,476m (2008: £3,096m) of receivables which meet the definition of financial assets.

~~Barclays~~

~~Annual Report 2008~~

~~205~~197

~~Notes to the accounts~~ LOGO

~~For the year ended 31st December 2008~~

19 Deferred tax

The components of deferred taxes disclosed on the balance sheet are as follows:


	2008 £m	2007 £m	2009 £m		2008 £m
Deferred tax liability	304	855	(470	)	(304	)
Deferred tax asset	2,668	1,463	2,303		2,668
Net deferred tax	2,364	608	1,833		2,364

Deferred taxes are calculated on all temporary differences under the liability method. ~~The movement~~Movements on ~~the~~ deferred tax ~~account is~~assets and liabilities were as follows:


																			Fixed asset timing differences £m		Available for sale investments £m		Cash flow hedges £m		Pensions and other retirement benefits £m		Allowance for impairment on loans £m		Other provisions £m		Tax losses carried forward £m		Share based payments £m		Other £m		Total £m
Liabilities																			(945	)	(46	)	(368	)	–		–		–		–		–		(1,075	)	(2,434	)
Assets																			87		57		246		403		356		532		1,659		342		1,116		4,798
At 1st January 2009																			(858	)	11		(122	)	403		356		532		1,659		342		41		2,364
Income statement																			340		(8	)	44		(189	)	39		15		(785	)	50		293		(201	)
Equity																			–		(21	)	(59	)	–		–		–		–		156		24		100
Acquisitions and disposals																			1		–		–		(5	)	(1	)	(8	)	4		(41	)	(98	)	(148	)
Exchange and other adjustments																			(26	)	(8	)	(2	)	10		(15	)	(245	)	160		(171	)	15		(282	)

																			(543	)	(26	)	(139	)	219		379		294		1,038		336		275		1,833
Liabilities																			(660	)	(54	)	(278	)	–		–		–		–		–		(197	)	(1,189	)
Assets																			117		28		139		219		379		294		1,038		336		472		3,022

At 31st December 2009																			(543	)	(26	)	(139	)	219		379		294		1,038		336		275		1,833

	Fixed asset timing differences £m		Available for sale investments £m		Cash flow hedges £m		Pensions and other retirement benefits £m		Allowance for impairment on loans £m	Other provisions £m		Tax losses carried forward £m	Share based payments £m		Other £m		Total £m
Liabilities	(803	)	(101	)	(51	)	–		–	–		–	–		(771	)	(1,726	)	(803	)	(101	)	(51	)	–		–		–		–		–		(771	)	(1,726	)
Assets	–		–		44		491		108	377		215	428		671		2,334		–		–		44		491		108		377		215		428		671		2,334
At 1st January 2008	(803	)	(101	)	(7	)	491		108	377		215	428		(100	)	608		(803	)	(101	)	(7	)	491		108		377		215		428		(100	)	608
Income statement	124		8		5		(90	)	223	(10	)	598	(215	)	227		870		124		8		5		(90	)	223		(10	)	598		(215	)	227		870
Equity	–		103		(161	)	–		–	–		750	(33	)	(13	)	646		–		103		(161	)	–		–		–		750		(33	)	(13	)	646
Acquisitions and disposals	(195	)	–		–		–		–	56		–	75		(211	)	(275	)	(195	)	–		–		–		–		56		–		75		(211	)	(275	)
Exchange and other adjustments	16		1		41		2		25	109		96	87		138		515		16		1		41		2		25		109		96		87		138		515

	(858	)	11		(122	)	403		356	532		1,659	342		41		2,364		(858	)	11		(122	)	403		356		532		1,659		342		41		2,364
Liabilities	(945	)	(46	)	(368	)	–		–	–		–	–		(1,075	)	(2,434	)	(945	)	(46	)	(368	)	–		–		–		–		–		(1,075	)	(2,434	)
Assets	87		57		246		403		356	532		1,659	342		1,116		4,798		87		57		246		403		356		532		1,659		342		1,116		4,798

At 31st December 2008	(858	)	11		(122	)	403		356	532		1,659	342		41		2,364		(858	)	11		(122	)	403		356		532		1,659		342		41		2,364


Liabilities	(705	)	(116	)	–		–		–	–		–	–		(702	)	(1,523	)
Assets	–		–		91		622		69	436		1	380		406		2,005
At 1st January 2007	(705	)	(116	)	91		622		69	436		1	380		(296	)	482
Income statement	(118	)	1				(96	)	28	165		214	100		99		393
Equity	–		13		(132	)	–		–	–		–	(63	)	(125	)	(307	)
Acquisitions and disposals	–		–		–		–		–	45		–	–		(12	)	33
Exchange and other adjustments	20		1		34		(35	)	11	(269	)	–	11		234		7

	(803	)	(101	)	(7	)	491		108	377		215	428		(100	)	608
Liabilities	(803	)	(101	)	(51	)	–		–	–		–	–		(771	)	(1,726	)
Assets	–		–		44		491		108	377		215	428		671		2,334

At 31st December 2007	(803	)	(101	)	(7	)	491		108	377		215	428		(100	)	608

The amount of deferred tax liability expected to be settled after more than 12 months is ~~£1,949m (2007: £1,468m)~~£955m (2008: £1,949m).

The amount of deferred tax asset expected to be recovered after more than 12 months is ~~£4,593m (2007: £1,950m)~~£2,446m (2008: £4,593m).

The deferred tax assets balance includes ~~£2,139m (2007: £450m)~~£197m (2008: £2,139m) which is the excess deferred tax assets over deferred tax liabilities in entities which have suffered a loss in either the current or prior year. This is based on management assessment that it is probable that the relevant entities will have taxable profits against which the temporary differences can be utilised.

Deferred tax assets have not been recognised in respect of deductible temporary differences (gross) ~~£9m (2007: £247m)~~of £4m (2008: £9m), unused tax losses (gross) of £8,542m (2008: £4,083m ~~(2007: £1,683m)~~loss) and unused tax credits of ~~£46m (2007: £126m)~~£nil (2008: £46m). ~~The following tax~~Tax losses ~~expire: £3,854m~~of £8,516m expire in ~~2028.~~2029. The other tax losses, tax credits and temporary differences do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise benefits. The unused tax losses include amounts relating to non-UK branches of Barclays Bank PLC where the future tax benefit might be restricted to the amount in excess of the UK rate.

The amount of temporary differences associated with investments in subsidiaries, branches, associates and joint ventures for which deferred tax liabilities have not been recognised is ~~£8,429m (2007: £5,722m)~~£738m (2008: £8,429m).

~~206~~ 198

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

20 Investments in associates and joint ventures

Share of net assets


	Associates				Joint ventures				Total				Associates				Joint ventures				Total
	2008 £m		2007 £m		2008 £m		2007 £m		2008 £m		2007 £m
.													2009 £m		2008 £m		2009 £m		2008 £m		2009 £m		2008 £m

At beginning of year	90		74		287		154		377		228		175		90		166		287		341		377
Share of results before tax	25		35		(6	)	10		19		45		21		25		21		(6	)	42		19
Share of tax	(3	)	(2	)	(2	)	(1	)	(5	)	(3	)	(2	)	(3	)	(6	)	(2	)	(8	)	(5	)

Share of post-tax results	22		33		(8	)	9		14		42		19		22		15		(8	)	34		14
Dividends paid													–		–		(1	)	–		(1	)	–
New investments	6		7		27		8		33		15		198		6		1		27		199		33
Acquisitions	62		56		1		150		63		206		38		62		3		1		41		63
Disposals	(20	)	(47	)	(117	)	(72	)	(137	)	(119	)	(58	)	(20	)	(14	)	(117	)	(72	)	(137	)
Exchange and other adjustments	15		(33	)	(24	)	38		(9	)	5		(122	)	15		2		(24	)	(120	)	(9	)

At end of year	175		90		166		287		341		377		250		175		172		166		422		341

Goodwill included above:


	Associates				Joint ventures				Total
	2008 £m		2007 £m		2008 £m		2007 £m		2008 £m		2007 £m

Cost

At beginning of year	–		1		27		40		27		41
Disposals	–		(1	)	–		(16	)	–		(17	)
Exchange and other adjustments	–		–		4		3		4		3

At end of year	–		–		31		27		31		27

Goodwill included above:


	Associates			Joint ventures			Total
.	2009 £m		2008 £m	2009 £m		2008 £m	2009 £m		2008 £m
Cost

At beginning of year	–		–	31		27	31		27
Acquisitions	19		–	–		–	19		–
Exchange and other adjustments	(1	)	–	(1	)	4	(2	)	4

At end of year	18		–	30		31	48		31

The Group ~~has~~holds investments in ~~two~~ associates listed on the Johannesburg Stock ~~Exchange.~~Exchange: Pinnacle Point Group Limited, Blue Financial Services Limited (acquired during 2009) and Sekunjalo Investments Limited (acquired during 2009). The fair value of the Group’s investment in these associates is £15m (2008: £60m). Ambit Properties Limited ~~is £51m (2007: £42m) and in Pinnacle Point Group Limited, acquired~~was disposed during ~~2008, is £60m.~~2009 (2008: fair value of £51m).

~~Acquisitions of joint ventures and associates~~

~~During the year the Group made~~Aggregate cash consideration paid for additional investments in associates and joint ventures was £82m (2008: £96m), which also included New China Trust. Additional investments for ~~aggregate cash~~non-cash consideration, ~~of £96m (2007: £221m), including new~~include Barclays Vida y Pensiones Compañía de Seguros (£69m) and associates ~~and joint ventures amounting to £63m (2007: £206m) primarily relating to Pinnacle Point Group Limited.~~held by Crescent Real Estate Holdings LLC (£89m).

Summarised financial information for the Group’s associates and joint ventures is set out below:


	2008				2007				2009				2008
	Associates £m		Joint ventures £m		Associates £m		Joint ventures £m
.									Associates £m		Joint ventures £m		Associates £m		Joint ventures £m
Property, plant and equipment	788		104		588		632		1,174		98		788		104
Financial investments	124		–		239		8		772		6		124		–
Trading portfolio assets									426		–		–		–
Loans to banks and customers	271		2,883		516		2,372		712		3,124		271		2,883
Other assets	1,343		418		1,387		314		1,855		293		1,343		418

Total assets	2,526		3,405		2,730		3,326		4,939		3,521		2,526		3,405
Deposits from banks and customers	1,376		2,207		1,515		2,189		2,200		2,751		1,376		2,207
Trading portfolio liabilities									370		107		–		–
Other liabilities	985		890		902		458		1,666		380		985		890
Shareholders’ equity	165		308		313		679		703		283		165		308

Total liabilities	2,526		3,405		2,730		3,326

Total liabilities and shareholders’ equity									4,939		3,521		2,526		3,405
Net income	859		357		528		340		1,022		391		859		357

Operating expenses	(732	)	(364	)	(404	)	(292	)	(1,045	)	(342	)	(732	)	(364	)

Profit/(loss) before tax	127		(7	)	124		48
(Loss)/profit before tax									(23	)	49		127		(7	)

Profit/(loss) after tax	52		(11	)	104		40
(Loss)/profit after tax									(96	)	30		52		(11	)

The amounts included above, which include the entire assets, liabilities and net income of the investees, not just the Group’s share, are based on accounts made up to 31st December ~~2008~~2009 with the exception of certain undertakings for which the amounts are based on accounts made up to dates not earlier than three months before the balance sheet date.

Associates and joint ventures in 2008 includes £1,651m (2007: £1,728m) of assets, £1,525m (2007: £1,537m) of liabilities and £9m (2007: £18m) of profit after tax in associates and joint ventures within the Absa Group.

The Group’s share of commitments and contingencies of its associates and joint ventures is ~~£nil (2007: £6m)~~£5m (2008: £nil).

~~Barclays~~

~~Annual Report 2008~~

~~207~~199

~~Notes to the accounts~~ LOGO

~~For the year ended 31st December 2008~~

21 Goodwill


	2008 £m		2007 £m		2009 £m		2008 £m

Net book value
At beginning of year	7,014		6,092		7,625		7,014
Acquisitions	400		879		63		400
Disposals	(10	)	(17	)
Business disposals/discontinued operations					(1,503	)	(10	)
Impairment charge	(111	)	–		(1	)	(112	)
Exchange and other adjustments	332		60		48		333

At end of year	7,625		7,014		6,232		7,625

Goodwill is allocated to business operations according to business segments identified by the Group under IFRS 8, as follows:


	2008 £m	2007 £m
			2009 £m	2008^a £m
UK Retail Banking	3,139	3,138	3,146	3,139
Barclays Commercial Bank	10	9	22	10
Barclaycard	413	408	525	413
GRCB – Western Europe	705	551	886	948
GRCB – Emerging Markets	292	45	39	49
GRCB – Absa	1,084	1,062	1,116	1,084
Barclays Capital	95	147	107	95
Barclays Global Investors	1,496	1,261	–	1,496
Barclays Wealth	391	393	391	391

Goodwill	7,625	7,014	6,232	7,625

The goodwill disposal relates to Barclays Global Investors. During 2009, the allocation of balances has been updated to reflect certain changes in the business structure.

Goodwill is reviewed annually for impairment, or more frequently when there are indicators that impairment may have occurred, by comparing the carrying value to its recoverable amount.

Impairment testing of goodwill

The recoverable amount of each operation’s goodwill is based on value-in-use or fair value less costs to sell calculations. The calculations are based upon discounting expected pre-tax cash flows at a ~~risk adjusted~~risk-adjusted interest rate appropriate to the cash generating unit, the determination of both of which requires the exercise of judgement. The estimation of pre-tax cash flows is sensitive to the periods for which forecasts are available and to assumptions regarding the long-term sustainable cash flows. While forecasts are compared with actual performance and external economic data, expected cash flows naturally reflect management’s view of future performance.

At 31st December ~~2008,~~2009, the goodwill allocated to UK Retail Banking was ~~£3,139m (2007: £3,138m)~~£3,146m (2008: £3,139m) including £3,130m ~~(2007:~~(2008: £3,130m) relating to Woolwich, the goodwill allocated to GRCB – Absa was ~~£1,084m (2007: £1,062m)~~£1,116m (2008: £1,084m) and the goodwill allocated to Barclays Global Investors was ~~£1,496m (2007: £1,261m)~~£nil (2008: £1,496m). The remaining aggregate of goodwill of ~~£1,915m (2007: £1,561m)~~£1,986m (2008: £1,915m) consists of balances relating to multiple business operations which are not considered individually significant.

Goodwill impairment of £111m (2007: £nil) reflects the full write-down of £74m relating to EquiFirst, a US non-prime mortgage originator and a partial write-down of £37m relating to FirstPlus following its closure to new business in August 2008.

Key assumptions used in impairment testing for significant goodwill

UK Retail Banking

The recoverable amount of UK Retail Banking has been determined based on a value in use calculation. The calculation uses cash flow ~~projections~~predictions based on financial budgets approved by management covering a ~~three year~~three-year period, ~~and~~with a ~~discount~~terminal growth rate of ~~17.48%. For the purposes of the calculations,~~3% applied thereafter. The forecast cash flows ~~beyond that period~~ have been ~~extrapolated using~~discounted at a ~~steady 3% growth rate.~~rate of 14%. The ~~growth rate does not exceed~~recoverable amount exceeded the ~~long-term average growth rate for the market in which UK Retail Banking operates. Management believes that any reasonable possible~~carrying amount including goodwill by £1.2bn. A one percentage point change in the ~~key assumptions on which UK Retail Banking’s~~discount rate or the terminal growth rate would reduce the recoverable amount ~~is based~~by £0.7bn and £0.5bn respectively. A reduction in the forecast cash flows of 5% per annum would ~~not cause its carrying~~reduce the recoverable amount ~~to exceed its recoverable amount.~~by £0.4bn.

Global Retail and Commercial Banking – Absa

The recoverable amount of GRCB – Absa has been determined based on a value in use calculation. The calculation uses cash flow ~~projections~~predictions based on financial budgets approved by management covering a three year period, ~~and~~with a ~~discount rate of 14.10%. For the purposes of the calculations, cash flows beyond that period have been extrapolated using a~~terminal growth rate of ~~8% to~~6% applied thereafter. The forecast cash flows ~~for the two years 2012 to 2013, and~~have been discounted at a rate of ~~6% for~~14%. The result of the ~~ten years 2014~~impairment test is not sensitive to ~~2023. The growth rate does not exceed the long-term average growth rate for the market~~reasonably possible changes in ~~which GRCB – Absa operates. Management believes that any reasonable possible change in the~~ key ~~assumptions on which GRCB – Absa’s recoverable amount is based would not cause its carrying amount to exceed its recoverable amount.~~assumptions.

Barclays Global Investors

~~The recoverable amount~~All of ~~BGI~~the goodwill in Barclays Global Investors has been ~~determined based~~disposed of following the sale of this business to BlackRock, Inc on ~~a fair~~1st December 2009. The value methodology approach which includes both a discounted cash flow valuation and comparable company valuation multiples based on revenue, EBITDA and assets under management. The calculation uses earnings projections based on financial budgets approved by management covering a three year period and a discount rate of 11.5%. For the purposes of the ~~calculations, cash flows beyond that period have been extrapolated using growth rates~~goodwill was recovered in full as a result of ~~between 2% and 11% for cash flows from 2012 to 2017, and a terminal growth factor of 4% for 2018 and beyond. The growth rate does not exceed~~ the long-term average growth rate for the market in which BGI operates. Management believes that any reasonable possible change in the key assumptions on which BGI’s recoverable amount is based would not cause its carrying amount to exceed its recoverable amount.transaction.

Note

a	Figures have been restated for the transfer of Barclays Russia from GRCB – Emerging Markets to GRCB – Western Europe.

~~208~~ 200

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

22 Intangible assets


	2008																Internally generated software £m		Other software £m		Core deposit intangibles £m		Brands £m		Customer lists £m		Mortgage servicing rights £m		Licences and other £m		Total £m
	Internally generated software £m		Other software £m		Core deposit intangibles £m		Brands £m		Customer lists £m		Mortgage servicing rights £m		Licences and other £m		Total £m
2009
Cost
At 1st January 2009																	721		328		261		155		1,565		173		426		3,629
Acquisitions and disposals of subsidiaries																	–		–		–		–		1		–		109		110
Disposal of discontinued operations																	(66	)	–		–		(2	)	–		–		(32	)	(100	)
Additions/disposals																	264		(36	)	–		–		–		–		11		239
Exchange and other adjustments																	44		(55	)	40		22		(45	)	(9	)	(52	)	(55	)

At 31st December 2009																	963		237		301		175		1,521		164		462		3,823

Accumulated amortisation and impairment
At 1st January 2009																	(284	)	(69	)	(52	)	(55	)	(172	)	(116	)	(104	)	(852	)
Disposal of discontinued operations																	25		–		–		2		–		–		8		35
Disposals																	12		4		–		–		–		–		–		16
Amortisation charge																	(190	)	(29	)	(22	)	(17	)	(136	)	(13	)	(54	)	(461	)
Impairment charge																	(11	)	–		–		(6	)	–		–		(10	)	(27	)
Exchange and other adjustments																	(17	)	36		(8	)	(8	)	(10	)	12		24		29

At 31st December 2009																	(465	)	(58	)	(82	)	(84	)	(318	)	(117	)	(136	)	(1,260	)

Net book value																	498		179		219		91		1,203		47		326		2,563

2008
Cost
At 1st January 2008	388		188		244		149		524		126		161		1,780		388		188		244		149		524		126		161		1,780
Acquisitions	–		127		17		6		992		–		210		1,352
Acquisitions and disposals of subsidiaries																	–		127		17		6		992		–		210		1,352
Additions/disposals	274		5		–		–		–		–		3		282		274		5		–		–		–		–		3		282
Exchange and other adjustments	59		8		–		–		49		47		52		215		59		8		–		–		49		47		52		215

At 31st December 2008	721		328		261		155		1,565		173		426		3,629		721		328		261		155		1,565		173		426		3,629

Accumulated amortisation and impairment
At 1st January 2008	(163	)	(57	)	(37	)	(38	)	(101	)	(64	)	(38	)	(498	)	(163	)	(57	)	(37	)	(38	)	(101	)	(64	)	(38	)	(498	)
Disposals	11		7		–		–		–		–		–		18		11		7		–		–		–		–		–		18
Amortisation charge	(86	)	(33	)	(14	)	(15	)	(62	)	(22	)	(59	)	(291	)	(86	)	(33	)	(14	)	(15	)	(62	)	(22	)	(59	)	(291	)
Impairment release	3		–		–		–		–		–		–		3		3		–		–		–		–		–		–		3
Exchange and other adjustments	(49	)	14		(1	)	(2	)	(9	)	(30	)	(7	)	(84	)	(49	)	14		(1	)	(2	)	(9	)	(30	)	(7	)	(84	)

At 31st December 2008	(284	)	(69	)	(52	)	(55	)	(172	)	(116	)	(104	)	(852	)	(284	)	(69	)	(52	)	(55	)	(172	)	(116	)	(104	)	(852	)

Net book value	437		259		209		100		1,393		57		322		2,777		437		259		209		100		1,393		57		322		2,777

	2007
	Internally generated software £m		Other software £m		Core deposit intangibles £m		Brands £m		Customer lists £m		Mortgage servicing rights £m		Licences and other £m		Total £m

Cost
At 1st January 2007	267		123		242		145		467		122		140		1,506
Acquisitions	–		–		–		–		54		–		23		77
Additions	118		56		–		3		–		4		–		181
Exchange and other adjustments	3		9		2		1		3		–		(2)		16

At 31st December 2007	388		188		244		149		524		126		161		1,780

Accumulated amortisation and impairment
At 1st January 2007	(116	)	(29	)	(24	)	(22	)	(64	)	(10	)	(26	)	(291	)
Amortisation charge	(45	)	(13	)	(11	)	(15	)	(36	)	(54	)	(12	)	(186	)
Impairment charge	–		(14	)	–		–		–		–		–		(14	)
Exchange and other adjustments	(2	)	(1	)	(2	)	(1	)	(1	)	–		–		(7	)

At 31st December 2007	(163	)	(57	)	(37	)	(38	)	(101	)	(64	)	(38	)	(498	)

Net book value	225		131		207		111		423		62		123		1,282

Of the amortisation charge for the year, £447m (2008: £276m) relates to continuing operations.

The impairment release detailed above has been included within other operating expenses.

~~Barclays~~

~~Annual Report 2008~~

~~209~~201

~~Notes to the accounts~~ LOGO

~~For the year ended 31st December 2008~~

23 Property, plant and equipment


	2008								2007								Investment property £m	Property £m		Equipment £m		Leased assets £m		Total £m
	Property £m		Equipment £m		Operating leased assets £m		Total £m		Property £m		Equipment £m		Operating leased assets £m		Total £m

2009
Cost
At 1st January	2,451		2,995		413		5,859		2,154		2,429		365		4,948
Acquisitions and disposals	992		218		–		1,210		5		13		–		18
Additions	493		846		126		1,465		506		638		105		1,249
Disposals	(485	)	(276	)	(235	)	(996	)	(241	)	(112	)	(57	)	(410	)
At 1st January 2009																	–	3,624		3,944		304		7,872
Acquisitions and disposals of subsidiaries																	978	171		5		–		1,154
Disposal of discontinued operations																	–	(120	)	(99	)	–		(219	)
Additions/disposals																	137	233		387		(37	)	720
Change in fair value of investment properties																	6	–		–		–		6
Fully depreciated assets written off	(15	)	(7	)	–		(22	)	(1	)	(8	)	–		(9	)	–	(6	)	(17	)	–		(23	)
Exchange and other adjustments	188		168		–		356		28		35		–		63		86	(72	)	(23	)	(201	)	(210	)

At 31st December	3,624		3,944		304		7,872		2,451		2,995		413		5,859
At 31st December 2009																	1,207	3,830		4,197		66		9,300

Accumulated depreciation and impairment
At 1st January	(1,044	)	(1,804	)	(15	)	(2,863	)	(993	)	(1,454	)	(9	)	(2,456	)
Acquisitions and disposals	(8	)	(12	)	–		(20	)	(1	)	(7	)	–		(8	)
At 1st January 2009																	–	(1,011	)	(2,144	)	(43	)	(3,198	)
Acquisitions and disposals of subsidiaries																	–	–		2		–		2
Disposal of discontinued operations																	–	33		64		–		97
Depreciation charge	(124	)	(475	)	(31	)	(630	)	(91	)	(370	)	(6	)	(467	)	–	(201	)	(565	)	(20	)	(786	)
Impairment charge	–		(33	)	–		(33	)	(2	)	–		–		(2	)	–	(32	)	(2	)	–		(34	)
Disposals	168		185		3		356		58		37		–		95		–	46		97		1		144
Fully depreciated assets written off	15		7		–		22		1		8		–		9		–	6		17		–		23
Exchange and other adjustments	(18	)	(12	)	–		(30	)	(16	)	(18	)	–		(34	)	–	31		2		45		78

At 31st December	(1,011	)	(2,144	)	(43	)	(3,198	)	(1,044	)	(1,804	)	(15	)	(2,863	)
At 31st December 2009																	–	(1,128	)	(2,529	)	(17	)	(3,674	)

Net book value	2,613		1,800		261		4,674		1,407		1,191		398		2,996		1,207	2,702		1,668		49		5,626

2008
Cost
At 1st January 2008																	–	2,451		2,995		413		5,859
Acquisitions and disposals of subsidiaries																	–	992		218		–		1,210
Additions/disposals																	–	8		570		(109	)	469
Fully depreciated assets written off																	–	(15	)	(7	)	–		(22	)
Exchange and other adjustments																	–	188		168		–		356

At 31st December 2008																	–	3,624		3,944		304		7,872

Accumulated depreciation and impairment
At 1st January 2008																	–	(1,044	)	(1,804	)	(15	)	(2,863	)
Acquisitions and disposals of subsidiaries																	–	(8	)	(12	)	–		(20	)
Depreciation charge																	–	(124	)	(475	)	(31	)	(630	)
Impairment charge																	–	–		(33	)	–		(33	)
Disposals																	–	168		185		3		356
Fully depreciated assets written off																	–	15		7		–		22
Exchange and other adjustments																	–	(18	)	(12	)	–		(30	)

At 31st December 2008																	–	(1,011	)	(2,144	)	(43	)	(3,198	)

Net book value																	–	2,613		1,800		261		4,674

~~Operating leased~~Of the depreciation charge for the year £759m (2008: £606m) relates to continuing operations.

The fair value of Barclays investment property is based on valuations supported by appropriately qualified independent valuers.

Leased assets represent assets ~~such as plant and equipment~~ leased to customers under operating leases.

Certain of the Group’s equipment is held on finance ~~leases. See~~leases, see Note 37.

~~210~~ 202

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

24 Financial liabilities designated at fair value


	2008		2007		2009		2008
	Fair value £m	Contractual amount due on maturity £m	Fair value £m	Contractual amount due on maturity £m	Fair value £m	Contractual amount due on maturity £m	Fair value £m	Contractual amount due on maturity £m
Debt securities	61,297	69,197	52,320	62,167	72,191	77,636	61,297	69,197
Deposits	10,518	10,109	17,319	18,140	6,275	6,544	10,518	10,109
Other	5,077	6,761	4,850	6,239	7,736	8,811	5,077	6,761

Financial liabilities designated at fair value	76,892	86,067	74,489	86,546	86,202	92,991	76,892	86,067

At 31st December ~~2008,~~2009, the own credit adjustment arose from the fair valuation of ~~£54.5bn~~£61.5bn of Barclays Capital structured notes ~~(2007: £40.7bn)~~(2008: £54.5bn). The ~~widening of~~movement in Barclays credit spreads in the year affected the fair value of these notes and as a result revaluation ~~gains~~losses of ~~£1,663m~~£1,820m were recognised in trading income ~~(2007: £658m)~~(2008: £1,663m gains).

The cumulative own credit net gain that has been recognised on issued notes is £501m at 31st December 2009 (2008: £2,321m).

25 Other liabilities


	2008 £m	2007 £m	2009 £m	2008 £m
Accruals and deferred income	6,495	6,075	6,007	6,495
Sundry creditors	6,049	4,341	5,972	6,049
Obligations under finance leases (Note 37)	96	83	122	96
Other liabilities	12,640	10,499	12,101	12,640

Included in the above are balances of ~~£11,068m (2007: £9,043m)~~£10,966m (2008: £11,068m) expected to be settled within no more than 12 months after the balance sheet date; and balances of ~~£1,572m (2007: £1,456m)~~£1,135m (2008: £1,572m) expected to be settled more than 12 months after the balance sheet date.

Accruals and deferred income ~~included £nil (2007: £102m)~~includes £108m (2008: £101m) for the Group’s estimated share of levies that will be raised by the Financial Services Compensation Scheme (FSCS). The provision is based on estimates of the Group’s market participation in ~~relation~~the relevant charging periods and the interest FSCS will pay on the facilities provided by HM Treasury in support of its obligations to ~~deferred income~~depositors of banks declared in default. The total of these facilities is understood to be some £20bn.

While it is anticipated that the substantial majority of these facilities will be repaid wholly from ~~investment contracts and £nil (2007: £677m)~~recoveries from the institutions concerned, there is the risk of shortfall, such that the FSCS may place additional levies on FSCS participants. It is not currently possible to estimate the amount of potential additional levies, or the Group’s share, which is expected to be based on a future level of market participation, or the effect that such levies may have upon operating results in ~~relation to deferred income from insurance contracts.~~

~~Barclays~~

~~Annual Report 2008~~

~~211~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~any particular financial period.

26 Insurance assets and liabilities

Insurance assets

Reinsurance assets are ~~£123m (2007: £157m)~~£92m (2008: £123m) and relate principally to the Group’s long-term business. Reinsurers’ share of provisions relating to the Group’s short-term business are ~~£32m (2007: £94m)~~£7m (2008: £32m). The reinsurance assets expected to be recovered after more than one year are ~~£91m (2007: £63m)~~£85m (2008: £91m).

Insurance contract liabilities including unit-linked liabilities

Insurance liabilities comprise the following:


	2008 £m	2007 £m
			2009 £m	2008 £m
Insurance contract liabilities:
– linked liabilities	125	1,398	139	125
– non-linked liabilities	1,908	2,347	1,886	1,908
Provision for claims	119	158	115	119

Insurance contract liabilities including unit-linked liabilities	2,152	3,903	2,140	2,152

Insurance contract liabilities relate principally to the Group’s long-term business. Insurance contract liabilities associated with the Group’s short-term non-life business are ~~£73m (2007: £174m)~~£132m (2008: £73m).


				203

LOGO

26 Insurance assets and liabilitiescontinued

Movements in insurance liabilities and reinsurance assets

Movements in insurance assets and insurance contract liabilities were as follows:


	2008						2007						2009					2008
	Gross £m		Reinsurance £m		Net £m		Gross £m	Reinsurance £m		Net £m	Gross £m		Reinsurance £m		Net £m	Gross £m		Reinsurance £m		Net £m

At beginning of year	3,903		(157	)	3,746		3,878	(172	)	3,706	2,152		(123	)	2,029	3,903		(157	)	3,746
Change in year	(1,751	)	34		(1,717	)	25	15		40	(12	)	31		19	(1,751	)	34		(1,717	)
At end of year	2,152		(123	)	2,029		3,903	(157	)	3,746	2,140		(92	)	2,048	2,152		(123	)	2,029

Assumptions used to measure insurance liabilities

The assumptions that have the greatest effect on the measurement of the amounts recognised above, and the processes used to determine them were as follows:

Long-term business – linked and non-linked

Mortality – mortality estimates are based on standard industry and national mortality tables, adjusted where appropriate to reflect the Group’s own experience. A margin is added to ensure prudence – for example, future mortality improvements for annuity business.

Renewal expenses level and inflation – expense reserves are a small part of overall insurance liabilities, however, increases in expenses caused by unanticipated inflation or other unforeseen factors could lead to expense reserve increases. Expenses are therefore set using prudent assumptions. Initial renewal expense levels are set by considering expense forecasts for the business and, where appropriate, building in a margin to allow for the increasing burden of fixed costs on the UK closed life book of business. The inflation assumption is set by adding a margin to the market rate of inflation implied by index-linked gilt yields.

Short-term business

Short-term business – for single premium policies the proportion of unearned premiums is calculated based on estimates of the frequency and severity of incidents.

Changes in assumptions

There have been no changes in assumptions in ~~2008~~2009 that have had a material effect on the financial statements.

Uncertainties associated with cash flows related to insurance contracts and risk management activities

The assumptions used to determine uncertainties in cash flows and the processes used to manage risk were as follows:

Long-term insurance contracts (linked and non-linked)

For long-term insurance contracts where death is the insured risk, the most significant factors that could ~~detrimentally~~ affect the frequency and severity of claims are the incidence of disease, such as AIDS, or general changes in lifestyle, such as in eating, exercise and smoking. Where survival is the insured risk, advances in medical care and social conditions are the key factors that increase longevity.

The Group manages its exposure to risk by operating in part as a unit-linked business, prudent product design, applying strict underwriting criteria, transferring risk to reinsurers, managing claims and establishing prudent reserves.

Short-term insurance contracts

For payment protection contracts where inability to make payments under a loan contract is the insured risk, the most significant factors are the health of the policyholder and the possibility of unemployment which depends upon, among other things, long-term and short-term economic factors. The Group manages its exposure to such risks through prudent product design, efficient claims management, prudent reserving methodologies and bases, regular product, economic and market reviews and regular adequacy tests on the size of the reserves.

Absa insures property and motor vehicles, for which the most significant factors that could ~~effect~~affect the frequency and severity of claims are climatic change and crime. Absa manages its exposure to risk by diversifying insurance risks accepted and transferring risk to reinsurers.

~~212~~

~~Barclays~~

~~Annual Report 2008~~

~~26 Insurance assets and liabilities (continued)~~

Sensitivity analysis

The following table presents the sensitivity of the level of insurance contract liabilities disclosed in this note to movements in the actuarial assumptions used to calculate them. The percentage change in variable is applied to a range of existing actuarial modelling assumptions to derive the possible impact on net profit after tax. The disclosure is not intended to explain the impact of a percentage change in the insurance assets and liabilities disclosed above.


	2008		2007		2009		2008
	Change in variable %	Net profit after tax impact £m	Change in variable %	Net profit after tax impact £m	Change in variable %	Net profit after tax impact £m	Change in variable %	Net profit after tax impact £m

Long-term insurance contracts:
Improving mortality (annuitants only)	10	1	10	21	10	–	10	1
Worsening of mortality (assured lives only)	10	20	10	29	10	14	10	20
Worsening of base renewal expense level	20	19	20	43	20	11	20	19
Worsening of expense inflation rate	10	1	10	10	10	3	10	1

Short-term insurance contracts:
Worsening of claim expense assumptions	10	3	10	3	10	5	10	3

Any change in net profit after tax would result in a corresponding increase or decrease in shareholders’ equity.

The above analyses are based on a change in a single assumption while holding all other assumptions constant. In practice this is unlikely to occur.


204

Notes to the accounts

For the year ended 31st December 2009

continued

26 Insurance assets and liabilitiescontinued

Options and guarantees

The Group’s insurance contracts do not contain options or guarantees that ~~could confer~~give rise to material risk.

Concentration of insurance risk

The Group considers that the concentration of insurance risk that is most relevant to the Group financial statements is according to the type of cover offered and the location of insured risk. The following table shows the maximum amounts payable under all of the Group’s insurance products. It ignores the probability of insured events occurring and the contribution from investments backing the insurance policies. The table shows the broad product types and the location of the insured risk, before and after the impact of reinsurance that represents the risk that is passed to other insurers.


	2008				2007				2009					2008
	Before Reinsurance £m	Reinsurance £m		After Reinsurance £m	Before Reinsurance £m	Reinsurance £m		After Reinsurance £m	Before Reinsurance £m	Reinsurance £m		After Reinsurance £m	Before Reinsurance £m	Reinsurance £m		After Reinsurance £m
Total benefits insured by product type
Long-term insurance contracts	19,193	(3,591	)	15,602	31,205	(10,497	)	20,708	13,405	(1,547	)	11,858	19,193	(3,591	)	15,602
Short-term insurance contracts	36,228	(2,735	)	33,493	31,464	(1,139	)	30,325	49,359	(4,145	)	45,214	36,228	(2,735	)	33,493
Total benefits insured	55,421	(6,326	)	49,095	62,669	(11,636	)	51,033	62,764	(5,692	)	57,072	55,421	(6,326	)	49,095

	2008				2007
	Before Reinsurance £m	Reinsurance £m		After Reinsurance £m	Before Reinsurance £m	Reinsurance £m		After Reinsurance £m
Total benefits insured by geographic location
United Kingdom	8,120	(525	)	7,595	22,538	(7,473	)	15,065	5,727	(363	)	5,364	8,120	(525	)	7,595
Other European Union	6,519	(2,305	)	4,214	4,304	(2,479	)	1,825	1,724	(20	)	1,704	6,519	(2,305	)	4,214
Africa	40,782	(3,496	)	37,286	35,827	(1,684	)	34,143	55,313	(5,309	)	50,004	40,782	(3,496	)	37,286
Total benefits insured	55,421	(6,326	)	49,095	62,669	(11,636	)	51,033	62,764	(5,692	)	57,072	55,421	(6,326	)	49,095

Reinsurer credit risk

For the long-term business, reinsurance programmes are in place to restrict the amount of cover on any single life. The reinsurance cover is spread across highly rated companies to diversify the risk of reinsurer solvency. Net insurance reserves include a margin to reflect reinsurer credit risk.

~~Barclays~~

~~Annual Report 2008~~

~~213~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

27 Subordinated liabilities

Subordinated liabilities, which are all issued by Barclays Bank PLC (‘The Bank’) or other subsidiaries of the Group, include accrued interest and comprise dated and undated loan capital as follows:


		2008 £m	2007 £m		2009 £m	2008 £m
Undated lo an capital	(a)	13,673	6,631
Undated loan capital					8,148	13,673
Dated loan capital	(b)	16,169	11,519		17,668	16,169
		29,842	18,150		25,816	29,842

(a) Undated loan capital
Undated loan capital
	Notes	2008 £m	2007 £m	Notes	2009 £m	2008 £m
Non-convertible
The Bank
Barclays Bank PLC
6% Callable Perpetual Core Tier One Notes	a,q	487	392	a,p	424	487
6.86% Callable Perpetual Core Tier One Notes (US$1,000m)	a,q	1,118	624	a,p	784	1,118
5.3304% Step-up Callable Perpetual Reserve Capital Instruments	b,r	652	520	b,q	560	652
5.926% Step-up Callable Perpetual Reserve Capital Instruments (US$1,350m)	c,s	1,109	708	c,r	928	1,109
6.3688% Step-up Callable Perpetual Reserve Capital Instruments	n,ae	600	526	m,ac	567	600
7.434% Step-up Callable Perpetual Reserve Capital Instruments (US$1,250m)	o,af	1,055	660	n,ad	866	1,055
14% Step-up Callable Perpetual Reserve Capital Instruments	e,t	2,514	–	e,s	2,608	2,514
Junior Undated Floating Rate Notes (US$121m)	d,u	83	61	d,t	75	83
7.7% Undated Subordinated Notes (US$2,000m)	p,ah	1,644	–
7.7% Undated Subordinated Notes (US$99m, 2008: US$2,000m)				o,af	65	1,644
Undated Floating Rate Primary Capital Notes Series 3	d,v	147	147	d,u	145	147
9.875% Undated Subordinated Notes		–	319
9.25% Perpetual Subordinated Bonds (ex-Woolwich plc)	f, w	232	171	f,v	95	232
9% Permanent Interest Bearing Capital Bonds	g,x	120	102	g,w	43	120
8.25% Undated Subordinated Notes	p,ag	1,092	–	o,ae	152	1,092
7.125% Undated Subordinated Notes	h,y	620	535	h,x	180	620
6.875% Undated Subordinated Notes	i, z	729	657	i,y	151	729
6.375% Undated Subordinated Notes	j, aa	526	482	j,z	147	526
6.125% Undated Subordinated Notes	k,ab	666	560	k,aa	220	666
6.5% Undated Subordinated Notes (FFr1,000m)	l,ac	151	115
6.5% Undated Subordinated Notes (FFr 1,000m)					–	151
5.03% Reverse Dual Currency Undated Subordinated Loan (Yen 8,000m)	m,ad	51	21	l,ab	55	51
5% Reverse Dual Currency Undated Subordinated Loan (Yen12,000m)	m,ad	77	31
5% Reverse Dual Currency Undated Subordinated Loan (Yen 12,000m)				l,ab	83	77

Undated lo an capital – non-convertible		13,673	6,631
Undated loan capital – non-convertible					8,148	13,673


				205

LOGO

27 Subordinated liabilitiescontinued

Security and subordination

None of the undated loan capital ~~of the Bank~~ is secured.

The Junior Undated Floating Rate Notes (the ~~‘Junior Notes’)~~Junior Notes) rank behind the claims against the Bank of depositors and other unsecured unsubordinated creditors and holders of dated loan capital.

All other issues of ~~the Bank’s~~ undated loan capital rank pari passu with each other and behind the claims of the holders of the Junior Notes, except for the 6% and 6.86% Callable Perpetual Core Tier One Notes (the ~~‘TONs’)~~TONs) and the 5.3304%, 5.926%, 6.3688%, 7.434% and 14% Step-up Callable Perpetual Reserve Capital Instruments (the ~~‘RCIs’)~~RCIs) (such issues, excluding the TONs and the RCIs, being the ~~‘Undated~~Undated Notes and ~~Loans’)~~Loans).

The TONs and the RCIs rank pari passu with each other and behind the claims of the holders of the Undated Notes and Loans.

Interest

Notes

aa)	These TONs bear a fixed rate of interest until 2032. After that date, in the event that the TONs are not redeemed, the TONs will bear interest at rates fixed periodically in advance, based on London interbank rates.

bb)	These RCIs bear a fixed rate of interest until 2036. After that date, in the event that the RCIs are not redeemed, the RCIs will bear interest at rates fixed periodically in advance, based on London interbank rates.

cc)	These RCIs bear a fixed rate of interest until 2016. After that date, in the event that the RCIs are not redeemed, the RCIs will bear interest at rates fixed periodically in advance, based on London interbank rates.

dd)	These Notes bear interest at rates fixed periodically in advance, based on London interbank rates.

ee)	These RCIs bear a fixed rate of interest until 2019. After that date, in the event that the RCIs are not redeemed, the RCIs will bear interest at rates fixed periodically in advance, based on London interbank rates.

ff)	These Bonds bear a fixed rate of interest until 2021. After that date, in the event that the Bonds are not redeemed, the coupon will be reset to a fixed margin over a reference gilt rate for a further period of five years.

gg)	The interest rate on these Bonds is fixed for the life of this issue.

hh)	These Notes bear a fixed rate of interest until 2020. After that date, in the event that the Notes are not redeemed, the coupon will be reset to a fixed margin over a reference gilt rate for a further period of five years.

ii)	These Notes bear a fixed rate of interest until 2015. After that date, in the event that the Notes are not redeemed, the coupon will be reset to a fixed margin over a reference gilt rate for a further period of five years.

~~214~~

~~Barclays~~

~~Annual Report 2008~~

~~27 Subordinated liabilities (continued)~~

jj)	These Notes bear a fixed rate of interest until 2017. After that date, in the event that the Notes are not redeemed, the coupon will be reset to a fixed margin over a reference gilt rate for a further period of five years.

kk)	These Notes bear a fixed rate of interest until 2027. After that date, in the event that the Notes are not redeemed, the coupon will be reset to a fixed margin over a reference gilt rate for a further period of five years.

l	These Notes bear a fixed rate of interest until 2009. After that date, in the event that the Notes are not redeemed, the Notes will bear interest at rates fixed periodically in advance based on European interbank rates.

ml)

These Loans bear a fixed rate of interest until 2028 based on a US Dollar principal amount, but the interest payments have been swapped, resulting in a Yen interest rate payable, which is fixed periodically in advance based on London interbank rates. After that date, in the event that the Loans are not redeemed, the Loans will bear Yen interest rates fixed periodically in advance, based on London interbank rates.

nm)	These RCIs bear a fixed rate of interest until 2019. After that date, in the event that the RCIs are not redeemed, the RCIs will bear interest at rates fixed periodically in advance, based on London interbank rates.

on)	These RCIs bear a fixed rate of interest until 2017. After that date, in the event that the RCIs are not redeemed, the RCIs will bear interest at rates fixed periodically in advance, based on London interbank rates.

po)	These Notes bear a fixed rate of interest until 2018. After that date, in the event that the Notes are not redeemed, the Notes will bear interest at rates fixed periodically in advance, based on London interbank rates.

~~The~~


206

Notes to the accounts

For the year ended 31st December 2009

continued

27 Subordinated liabilitiescontinued

Barclays Bank PLC is not obliged to make a payment of interest on its Undated Notes and Loans excluding the 9.25% Perpetual Subordinated Bonds, 7.7% Undated Subordinated Notes and 8.25% Undated Subordinated Notes if, in the preceding six months, a dividend has not been declared or paid on any class of shares of Barclays PLC or, in certain cases, any class of preference shares of the Bank. The Bank is not obliged to make a payment of interest on its 9.25% Perpetual Subordinated Bonds if, in the immediately preceding 12 ~~months~~months’ interest period, a dividend has not been paid on any class of its share capital. Interest not so paid becomes payable in each case if such a dividend is subsequently paid or in certain other circumstances. During the year, the Bank declared and paid dividends on its ordinary shares and on all classes of preference shares.

No payment of principal or any interest may be made unless the Bank satisfies a specified solvency test.

The Bank may elect to defer any payment of interest on the 7.7% Undated Subordinated Notes and 8.25% Undated Subordinated Notes. Until such time as any deferred interest has been paid in full, neither the Bank nor Barclays PLC may declare or pay a dividend, subject to certain exceptions, on any of its ordinary shares, preference shares, or other share capital or satisfy any payments of interest or coupons on certain other junior obligations.

The Bank may elect to defer any payment of interest on the RCIs (b, c, e, nm and on above). Any such deferred payment of interest must be paid on the earlier of (i) the date of redemption of the RCIs, (ii) the coupon payment date falling on or nearest to the tenth anniversary of the date of deferral of such payment, and (iii) in respect of e above only, substitution. Whilst such deferral is continuing, neither the Bank nor Barclays PLC may declare or pay a dividend, subject to certain exceptions, on any of its ordinary shares or preference shares.

The Bank may elect to defer any payment of interest on the TONs if it determines that it is, or such payment would result in it being, in non-compliance with capital adequacy requirements and policies of the FSA. Any such deferred payment of interest will only be payable on a redemption of the TONs. Until such time as the Bank next makes a payment of interest on the TONs, neither the Bank nor Barclays PLC may (i) declare or pay a dividend, subject to certain exceptions, on any of their respective ordinary shares or Preference Shares, or make payments of interest in respect of the Bank’s Reserve Capital Instruments and (ii) certain restrictions on the redemption, purchase or reduction of their respective share capital and certain other securities also apply.

Repayment

Notes

qp)	These TONs are repayable, at the option of the Bank, in whole on any coupon payment date falling in or after June 2032.

rq)	These RCIs are repayable, at the option of the Bank, in whole on any coupon payment date falling in or after December 2036.

sr)	These RCIs are repayable, at the option of the Bank, in whole on any coupon payment date falling in or after December 2016.

ts)	These RCIs are repayable, at the option of the Bank, in whole on any coupon payment date falling in or after June 2019.

ut)	These Notes are repayable, at the option of the Bank, in whole or in part on any interest payment date.

vu)	These Notes are repayable, at the option of the Bank, in whole on any interest payment date.

wv)	These Bonds are repayable, at the option of the Bank, in whole in 2021, or on any fifth anniversary thereafter.

xw)	These Bonds are repayable, at the option of the Bank, in whole at any time.

yx)	These Notes are repayable, at the option of the Bank, in whole in 2020, or on any fifth anniversary thereafter.

zy)	These Notes are repayable, at the option of the Bank, in whole in 2015, or on any fifth anniversary thereafter.

aaz)	These Notes are repayable, at the option of the Bank, in whole in 2017, or on any fifth anniversary thereafter.

abaa)

These Notes are repayable, at the option of the Bank, in whole in 2027, or on any fifth anniversary thereafter.

ac	~~These Notes are repayable, at the option of the Bank, in whole in 2009, or on any fifth anniversary thereafter.~~

adab)

These Loans are repayable, at the option of the Bank, in whole in 2028, or on any fifth anniversary thereafter.

aeac)

These RCIs are repayable, at the option of the Bank, in whole on any coupon payment date falling in or after December 2019.

afad)

These RCIs are repayable, at the option of the Bank, in whole on any coupon payment date falling in or after December 2017.

agae)

These Notes are repayable, at the option of the Bank, in whole on any interest payment date falling in or after December 2018.

ahaf)

These Notes are repayable, at the option of the Bank, in whole on any interest payment date falling in or after April 2018.

In addition, each issue of undated loan capital is repayable, at the option of the Bank, in whole for certain tax reasons, either at any time, or on an interest payment date. There are no events of default except non-payment of principal or mandatory interest.

Any repayments require the prior notification to the FSA.

All issues of undated loan capital have been made in the eurocurrency market and/or under Rule 144A, and no issues have been registered under the US Securities Act of 1933.

~~Barclays~~

~~Annual Report 2008~~

~~215~~207

~~Notes to the accounts~~ LOGO

~~For the year ended 31st December 2008~~

27 Subordinated liabilities~~(continued)~~continued

~~(b)~~ Dated loan capital

Dated loan capital is issued by the Bank for the development and expansion of the Group’s business and to strengthen its capital base by Barclays Bank Spain SA (Barclays Spain), Barclays Bank of Botswana Ltd (BBB), Barclays Bank Zambia PLC (Barclays Zambia) and Barclays Bank of Kenya (Barclays Kenya) to enhance their respective capital bases and by Absa and Barclays Bank of Ghana Ltd (BBG) for general corporate ~~purposes, comprise:~~purposes. It comprises:


	Notes	2008 £m	2007 £m	Notes	2009 £m	2008 £m
Non-convertible
The Bank
Barclays Bank PLC
7.4% Subordinated Notes 2009 (US$400m)	a	275	200		–	275
Subordinated Fixed to CMS-Linked Notes 2009 (€31m)	b	31	23		–	31
12% Unsecured Capital Loan Stock 2010	a	27	27	a	27	27
5.75% Subordinated Notes 2011 (€1,000m)	a	943	724	a	853	943
5.25% Subordinated Notes 2011 (€250m) (ex-Woolwich plc)	a	260	200	a	246	260
Floating Rate Subordinated Notes 2013 (US$1,000m)		–	501
5.015% Subordinated Notes 2013 (US$150m)	a	112	77	a	99	112
4.875% Subordinated Notes 2013 (€750m)	a	750	583	a	693	750
5.5% Subordinated Notes 2013 (DM 500m)		–	196
Floating Rate Subordinated Step-up Callable Notes 2013 (Yen 5,500m)		–	25
Floating Rate Subordinated Notes 2013 (AU$150m)		–	67
5.93% Subordinated Notes 2013 (AU$100m)		–	44
Callable Floating Rate Subordinated Notes 2015 (US$1,500m)	b,k	1,031	753	b,j	927	1,031
4.38% Fixed Rate Subordinated Notes 2015 (US$75m)	a	88	30	a	51	88
4.75% Fixed Rate Subordinated Notes 2015 (US$150m)	a	81	85	a	103	81
Floating Rate Subordinated Step-up Callable Notes 2016 (US$750m)	b,k	514	375	b,j	463	514
Callable Floating Rate Subordinated Notes 2016 (€1,250m)	b,k	1,211	927	b,j	1,115	1,211
Callable Floating Rate Subordinated Notes 2017 (US$500m)	b,k	343	250	b,j	309	343
10.125% Subordinated Notes 2017 (ex-Woolwich plc)	h,k	109	111	g,j	107	109
Floating Rate Subordinated Step-up Callable Notes 2017 (US$1,500m)	b,k	1,029	749	b,j	926	1,029
Floating Rate Subordinated Step-up Callable Notes 2017 (€1,500m)	b,k	1,444	1,106	b,j	1,337	1,444
6.05% Fixed Rate Subordinated Notes 2017 (US$2,250m)	a	1,856	1,125	a	1,505	1,856
Floating Rate Subordinated Notes 2018 (€40m)	b	38	29	b	36	38
6% Fixed Rate Subordinated Notes due 2018 (€1,750m)	a	1,767	–	a	1,641	1,767
CMS-Linked Subordinated Notes due 2018 (€100m)	b	100	–	b	92	100
CMS-Linked Subordinated Notes due 2018 (€135m)	b	135	–	b	124	135
Floating Rate Subordinated Notes 2019 (€50m)	b	47	36	b	43	47
Callable Fixed/Floating Rate Subordinated Notes 2019 (€1,000m)	i	984	761	h	915	984
9.5% Subordinated Bonds 2021 (ex-Woolwich plc)	a	298	282
9.5% Subordinated Bonds 2021(ex-Woolwich plc)				a	276	298
Subordinated Floating Rate Notes 2021 (€100m)	b	94	72	b	87	94
10% Fixed Rate Subordinated Notes 2021				a	2,022	–
10.179% Fixed Rate Subordinated Notes 2021 (US$ 1,521m)				a	942	–
Subordinated Floating Rate Notes 2022 (€50m)	b	49	37	b	45	49
Subordinated Floating Rate Notes 2023 (€50m)	b	48	37	b	45	48
Fixed/Floating Rate Subordinated Callable Notes 2023	o,k	571	505	m,j	568	571
5.75% Fixed Rate Subordinated Notes 2026	a	690	600	a	631	690
5.4% Reverse Dual Currency Subordinated Loan 2027 (Yen 15,000m)	j	128	71	i	105	128
6.33% Subordinated Notes 2032	a	53	49	a	52	53
Subordinated Floating Rate Notes 2040 (€100m)	b	96	73	b	89	96
Barclays Bank SA, Spain (Barclays Spain)
Subordinated Floating Rate Capital Notes 2011 (€11m)	b	11	10	b	4	11
Absa
14.25% Subordinated Callable Notes 2014 (ZAR 3,100m)	c,k	240	253		–	240
10.75% Subordinated Callable Notes 2015 (ZAR 1,100m)	d,k	85	87	c,j	95	85
Subordinated Callable Notes 2015 (ZAR 400m)	e,k	30	29	d,j	36	30
8.75% Subordinated Callable Notes 2017 (ZAR 1,500m)	f,k	115	111	e,j	129	115
Subordinated Callable Notes 2018 (ZAR 3,700m)	e,k	144	–
Subordinated Callable Notes 2018 (ZAR 1,886m)				d,j	173	144
8.8% Subordinated Fixed Rate Callable Notes 2019 (ZAR 1,725m)	p,k	146	123	n,j	143	146
Subordinated Callable Notes 2019 (ZAR 3,000m)				d,j	268	–
8.1% Subordinated Callable Notes 2020 (ZAR 2,000m)	g,k	130	138	f,j	160	130
Subordinated Callable Notes 2028 (ZAR 1,500m)				d,j	127	–
Barclays Bank of Ghana Ltd (BBG)
14% Fixed Rate BBG Subordinated Callable Notes 2016 (GHC 100,000m)	a,k	5	5
14% Fixed Rate BBG Subordinated Callable Notes 2016 (GHC 10m)				a,j	4	5
Barclays Bank of Kenya (Barclays Kenya)
Floating Rate Subordinated Notes 2014 (KES 2,965m)	q	26	8
Floating Rate Subordinated Notes 2014 (KES 968m)				o	8	8
Floating Rate Subordinated Notes 2015 (KES 740m)				o	6	6
Fixed Rate Subordinated Notes 2015 (KES 1,260m)				a	10	12
Barclays Bank Zambia PLC (Barclays Zambia)
Subordinated Unsecured Floating Rate Capital Notes 2016 (ZMK 49,232m)				p	6	–

Dated loan capital – non-convertible		16,134	11,494		17,643	16,134

~~216~~ 208

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

27 Subordinated liabilities ~~(continued)~~continued


	Notes	2008 £m	2007 £m	Notes		2009 £m	2008 £m
Convertible
Barclays Bank of Botswana (BBB)
Subordinated Unsecured Floating Rate Capital Notes 2014 (BWP 190m)	k,l	17	8
Subordinated Unsecured Fixed Rate Capital Notes 2014 (BWP 190m)				j,k	)	18	17
Barclays Bank Zambia PLC (Barclays Zambia)
Subordinated Unsecured Floating Rate Capital Notes 2015 (ZMK 49,086m)	k,m	7	6	j,l	)	7	7
Absa
Redeemable cumulative option-holding preference shares (ZAR 147m)	n	11	11			–	11

Total convertible		35	25
Dated loan capital convertible						25	35
Total dated loan capital						17,668	16,169

None of the Group’s dated loan capital is secured. The debt obligations of the Bank, Barclays Spain, BBG, BBB, Barclays Zambia, Barclays Kenya and Absa rank ahead of the interests of holders of their ~~equity. Dated~~equity and the dated loan capital ~~of the Bank, Barclays Spain, BBG, BBB, Barclays Zambia, Barclays Kenya and Absa~~ has been issued on the basis that the claims ~~there under~~thereunder are subordinated to the respective claims of their depositors and other unsecured unsubordinated creditors.

Interest

Notes

aa)	The interest rates on these Notes are fixed for the life of those issues.

bb)	These Notes bear interest at rates fixed periodically in advance based on London or European interbank rates.

c	These Notes bear a fixed rate of interest until 2009. After that date, in the event that the Notes are not redeemed, the coupon will be reset to a fixed margin over a reference rate for a further period of five years.

dc)	These Notes bear a fixed rate of interest until 2010. After that date, in the event that the Notes are not redeemed, the Notes will bear interest at rates fixed periodically in advance based on Johannesburg interbank acceptance rates.

ed)	These Notes bear interest at rates fixed periodically in advance based on Johannesburg interbank acceptance rates.

fe)	These Notes bear a fixed rate of interest until 2012. After that date, in the event that the Notes are not redeemed, the Notes will bear interest at rates fixed periodically in advance based on Johannesburg interbank acceptance rates.

gf)	These Notes bear a fixed rate of interest until 2015. After that date, in the event that the Notes are not redeemed, the Notes will bear interest at rates fixed periodically in advance based on Johannesburg interbank acceptance rates.

hg)	These Notes bear a fixed rate of interest until 2012. After that date, in the event that the Notes are not redeemed, the coupon will be reset to a fixed margin over a reference gilt rate for a further period of five years.

ih)	These Notes bear a fixed rate of interest until 2014. After that date, in the event that the Notes are not redeemed, the Notes will bear interest at rates fixed periodically in advance based on European interbank rates.

ji)	This Loan bears a fixed rate of interest based on a US Dollar principal amount, but the interest payments have been swapped, resulting in a Yen interest rate payable which is fixed periodically in advance based on London interbank rates.

kj)	Repayable at the option of the issuer, prior to maturity, on conditions governing the respective debt obligations, some in whole or in part, and some only in whole.

lk)

These Notes bear interest at rates fixed periodically in advance based on the Bank of Botswana Certificate Rate. All of these Notes will be compulsorily converted to Preference Shares of BBB, having a total par value equal in sum to the principal amount of Notes outstanding at the time of conversion, should BBB experience pre-tax losses in excess of its retained earnings and other capital surplus accounts.

ml)

These Notes bear interest at rates fixed periodically in advance based on the Bank of Zambia Treasury Bill rate. All of these Notes will be compulsorily converted to Preference Shares of Barclays Zambia, having a total par value equal in sum to the principal amount of Notes outstanding at the time of conversion, should Barclays Zambia experience pre-tax losses in excess of its retained earnings and other capital surplus accounts.

The dividends are compounded and payable semi-annually in arrears on 30th September and 31st March of each year. The shares were issued by Absa Group Limited on 1st July 2004 and the redemption dates commence on the first business day after the third anniversary of the date of issue of the redeemable preference shares and ending on the fifth anniversary of the date of issue. Such exercise and notice will be deemed to be effective only on the option exercise dates, being 1st March, 1st June, 1st September or 1st December of each year. The shares are convertible into ordinary shares at the option of the preference shareholders on the redemption dates in lots of 100.

om)	These Notes bear a fixed rate of interest until 2018. After that date in the event that the Notes are not redeemed, the Notes will bear interest at rates fixed periodically in advance based on London interbank rates.

pn)	These Notes bear a fixed rate of interest until 2014. After that date, in the event that the Notes are not redeemed, the Notes will bear interest at rates fixed periodically in advance based on Johannesburg interbank acceptance rates.

qo)	These Notes bear interest at rates fixed periodically in advance based on the Central Bank of Kenya Treasury Bill rates.

p)	These Notes bear interest at rates fixed periodically in advance based on the Central Bank of Zambia Treasury Bill rates.

~~Barclays~~

~~Annual Report 2008~~

~~217~~209

~~Notes to the accounts~~ LOGO

~~For the year ended 31st December 2008~~

27 Subordinated liabilities ~~(continued)~~continued

The 7.4% Subordinated Notes 2009 (the ‘7.4% Notes’) issued by the Bank ~~have been~~were registered under the US Securities Act of 1933. All other issues of dated loan capital by the Bank, Barclays Spain, BBG, BBB, Barclays Zambia, Barclays Kenya and Absa, which were made in non-US markets, have not been so registered. With respect to the 7.4% Notes, the Bank is not obliged to make (i) a payment of interest on any interest payment date unless a dividend is paid on any class of share capital and (ii) a payment of principal until six months after the respective maturity date with respect to such Notes.

Repayment terms

Unless otherwise indicated, the Group’s dated loan capital outstanding at 31st December ~~2008~~2009 is redeemable only on maturity, subject in particular cases, to provisions allowing an early redemption in the event of certain changes in tax law or, in the case of BBB and Barclays Zambia, to certain changes in legislation or regulations.

Any repayments prior to maturity require, in the case of the Bank, the prior notification to the FSA, in the case of BBB, the prior approval of the Bank of Botswana, in the case of Barclays Zambia, the prior approval of the Bank of Zambia, and in the case of Absa, the prior approval of the South African Registrar of Banks.

There are no committed facilities in existence at the balance sheet date which permit the refinancing of debt beyond the date of maturity.

28 Provisions


											Onerous contracts £m		Redundancy and restructuring £m		Undrawn contractually committed facilities and guarantees provided £m		Sundry provisions £m		Total £m
At 1st January 2009											50		118		109		258		535
Acquisitions and disposals of subsidiaries											–		(2	)	1		(6	)	(7	)
Exchange and other adjustments											–		4		2		–		6
Additions											51		269		119		125		564
Amounts used											(27	)	(201	)	(21	)	(142	)	(391	)
Unused amounts reversed											(8	)	(26	)	(48	)	(37	)	(119	)
Amortisation of discount											2		–		–		–		2

At 31st December 2009											68		162		162		198		590
	Onerous contracts £m		Redundancy and restructuring £m		Undrawn contractually committed facilities and guarantees provided £m		Sundry provisions £m		Total £m
At 1st January 2008	64		82		475		209		830		64		82		475		209		830
Acquisitions and disposals of subsidiaries	9		(9	)	–		(1	)	(1	)	9		(9	)	–		(1	)	(1	)
Exchange	2		–		63		15		80
Exchange and other adjustments											2		–		63		15		80
Additions	12		269		461		102		844		12		269		461		102		844
Amounts used	(41	)	(213	)	(794	)	(42	)	(1,090	)	(41	)	(213	)	(794	)	(42	)	(1,090	)
Unused amounts reversed	–		(11	)	(96	)	(25	)	(132	)	–		(11	)	(96	)	(25	)	(132	)
Amortisation of discount	4		–		–		–		4		4		–		–		–		4

At 31st December 2008	50		118		109		258		535		50		118		109		258		535

At 1st January 2007	71		102		46		243		462
Acquisitions and disposals of subsidiaries	1		(2	)	–		74		73
Exchange	–		–		8		5		13
Additions	18		117		560		121		816
Amounts used	(25	)	(117	)	(113	)	(60	)	(315	)
Unused amounts reversed	(5	)	(18	)	(26	)	(174	)	(223	)
Amortisation of discount	4		–		–		–		4

At 31st December 2007	64		82		475		209		830

Provisions expected to be recovered or settled within no more than 12 months after 31st December ~~2008~~2009 were ~~£333m (2007:£645m)~~£466m (2008: £333m).

Sundry provisions are made with respect to commission clawbacks, warranties and litigation claims.

~~There were no undrawn contractually committed facilities and guarantees provided against undrawn facilities on ABS CDO Super Senior positions (2007: £360m).~~

~~218~~

~~Barclays~~

~~Annual Report 2008~~

29 Securitisations

The Group was party to securitisation transactions involving ~~Barclays~~its residential mortgage loans, business loans and credit card balances. In addition, the Group acts as a conduit for commercial paper, whereby it acquires static pools of residential mortgage loans from other lending institutions for securitisation transactions.

In these transactions, the assets, or interests in the assets, or beneficial interests in the cash flows arising from the assets, are transferred to a special purpose entity, or to a trust which then transfers its beneficial interests to a special purpose entity, which then issues floating rate debt securities to third-party investors.

Securitisations may, depending on the individual arrangement, result in continued recognition of the securitised assets and the recognition of the debt securities issued in the transaction; lead to partial continued recognition of the assets to the extent of the Group’s continuing involvement in those assets or to derecognition of the assets and the separate recognition, as assets or liabilities, of any rights and obligations created or retained in the transfer. Full derecognition only occurs when the Group transfers both its contractual right to receive cash flows from the financial assets, or retains the contractual rights to receive the cash flows, but assumes a contractual obligation to pay the cash flows to another party without material delay or reinvestment, and also transfers substantially all the risks and rewards of ownership, including credit risk, prepayment risk and interest rate risk.


210

Notes to the accounts

For the year ended 31st December 2009

continued

29 Securitisationscontinued

The following table shows the carrying amount of securitised assets, stated at the amount of the Group’s continuing involvement where appropriate, together with the associated liabilities, for each category of asset inon the balance sheet:


	2008			2007			2009			2008
	Carrying amount of assets £m	Associated liabilities £m		Carrying amount of assets £m	Associated liabilities £m		Carrying amount of assets £m	Associated liabilities £m		Carrying amount of assets £m	Associated liabilities £m
Loans and advances to customers
Residential mortgage loans	12,754	(13,172	)	16,000	(16,786	)	10,374	(10,738	)	12,754	(13,172	)
Credit card receivables	1,888	(2,109	)	4,217	(3,895	)	1,288	(1,288	)	1,888	(2,109	)
Other personal lending	212	(256	)	422	(485	)	94	(124	)	212	(256	)
Wholesale and corporate loans and advances	7,702	(8,937	)	8,493	(8,070	)	4,835	(5,999	)	7,702	(8,937	)

Total	22,556	(24,474	)	29,132	(29,236	)	16,591	(18,149	)	22,556	(24,474	)

Assets designated at fair value through profit or loss
Retained interest in residential mortgage loans	316	–		895	–		26			316

Balances included within loans and advances to customers represent securitisations where substantially all the risks and rewards of the asset have been retained by the Group.

The excess of total associated liabilities over the carrying amount of assets primarily reflects timing differences in the receipt and payment of cash flows, and foreign exchange movements where the assets and associated liabilities are denominated in different currencies.

Retained interests in residential mortgage loans are securities which represent a continuing exposure to the prepayment and credit risk in the underlying securitised assets. The total amount of the loans was ~~£31,734m (2007:£23,097m)~~£14,795m (2008: £31,734m). The retained interest is initially recorded as an allocation of the original carrying amount based on the relative fair values of the portion derecognised and the portion retained.

~~Barclays~~

~~Annual Report 2008~~

~~219~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

30 Retirement benefit obligations

Pension schemes

The UK Retirement Fund (UKRF), which is the main scheme of the Group, amounting to ~~91%~~93% of all the Group’s schemes in terms of benefit obligations, comprises ten sections.

The 1964 Pension Scheme

Most employees recruited before July 1997 are members of this non-contributory defined benefit scheme. Pensions are calculated by reference to service and pensionable salary and are normally subject to a deduction from State pension age.

The Retirement Investment Scheme (RIS)

A defined contribution plan for most joiners between July 1997 and 1st October 2003. This was closed to new entrants on 1st October 2003 and the large majority of existing members of the RIS transferred to ~~afterwork~~Afterwork in respect of future benefit accrual with effect from 1st January 2004. There are ~~now~~ no longer any active members of the RIS.

The Pension Investment Plan (PIP)

A defined contribution plan created from 1st July 2001 to provide benefits for ~~certain~~ employees of Barclays Capital.

~~afterwork~~Afterwork

Combines a contributory cash balance element with a voluntary defined contribution element. ~~New~~The majority of new employees outside of Barclays Capital since 1st October 2003 are eligible to join ~~afterwork.~~Afterwork. In addition, the large majority of active members of the RIS (now closed) were transferred to ~~afterwork~~Afterwork in respect of future benefit accrual after 1st January 2004.

Career Average Section

The Career Average Section was established in the UKRF with effect from 1st May 2004 following the transfer of members from the Woolwich Pension Fund. The Career Average Section is a non-contributory career average scheme and was closed to new entrants on 1st December 2006.

1951 Fund Section, AP89 Section, BCPS Section, CCS Section and Mercantile Section

Five new sections were established in the UKRF with effect from 31st March 2007 following the merger of the UKRF with five smaller schemes sponsored from within the Group. All five sections are closed to new members.

The 1951 Fund Section, AP89 Section and Mercantile Section provide final salary benefits calculated by reference to service and pensionable salary.

The BCPS and CCS Sections provide defined contribution benefits. The benefits built up in these sections in relation to service before 6th April 1997 are subject to a defined benefit minimum.

In addition, the costs of ill-health retirements and death in service benefits are generally borne by the UKRF for each of the ten sections. From November 2008, members were given the option to ~~pay member contributions~~contribute by way of salary ~~sacrifice.~~sacrifice to the UKRF.

On 10th September 2009, the Trust Deed was amended such that with effect from 1st April 2010 the following sections of the UKRF will close to the accrual of future pension benefits: 1964 Pension Scheme; AP89 Section; 1951 Fund Section; Mercantile Section; Career Average Section; and CCS Section. Members of these sections will be eligible to accrue future service pension benefits in either Afterwork or PIP from 1st April 2010. This gave rise to the recognition of a curtailment gain during the year of £487m, the recognition of actuarial losses of £79m and an additional cost of £37m included in other staff costs.


				211

LOGO

30 Retirement benefit obligationscontinued

Governance

The ~~assets~~UKRF operates under trust law and is managed and administered on behalf of the ~~UKRF are held separately from~~members in accordance with the ~~assets~~terms of the ~~Group~~Trust Deed and ~~are administered by trustees.~~

all relevant legislations. The Corporate Trustee is Barclays Pension ~~Fund~~Funds Trustees ~~Ltd~~Limited (BPFTL) ~~acts as corporate trustee for the UKRF. BPFTL is~~, a private limited company incorporated on 20th December 1990 and is a wholly owned subsidiary of Barclays Bank PLC.

~~As the corporate trustee for the UKRF, BPFTL~~ The Trustee is the legal owner of the assets of the UKRF ~~and BPFTL holds these~~which are held separately from the assets ~~in trust for the beneficiaries~~ of the ~~scheme.~~Group.

~~BPFTL~~The Trustee Board comprises ~~nine Directors, of which~~ six ~~are Employer~~Management Directors selected by Barclays, of whom three are independent Directors with no relationship with Barclays or the ~~Bank~~UKRF, and three are ~~Employee~~Member Nominated Directors. In addition there are three Alternate Management Directors ~~nominated by the Pension Fund Advisory Committee (PFAC). Employee~~and three Alternate Member Nominated Directors. Member Nominated Directors are selected from those eligible active ~~employees~~staff and pensioner members who apply to be considered for the role.

~~Employee Director vacancies are advertised~~The Pensions Act 2004 (the Act) requires corporate trustees to take responsibility for making arrangements for the nomination and selection of Member Nominated Directors (MNDs). A formal procedure has been in place since 1st September 2007, which is fully compliant with the legal requirements and reflects best practice. Eligibility for nomination and selection is open to all ~~eligible active~~members of the UKRF but excludes those in receipt of solely spouses, civil partners, dependants or ex-spouse participants pensions, deferred pensioners and ~~pensioner members. This enables any eligible member~~members with ~~an interest in becoming an Employee Director to express that interest and be considered~~eligibility for the role. The PFAC provides the mechanism through which Employee Directors are selected. The PFAC will accept nominations from eligible members and select from amongst all properly nominated candidates.

There are also three Alternate Employer Directors and three Alternate Employee Directors. The selection process for these appointments are as detailed above. The role of alternate directors is to provide cover for individual directors, should they not be available for meetings.death benefits only.

Under the ~~Pensions~~ Act, ~~2004~~ the Bank and the Trustee must agree on the funding rate, ~~(including~~including a recovery plan to fund any deficit against the scheme specific statutory funding ~~objective).~~objective. The first ongoing funding valuation to be completed under this legislation ~~had an effective date of~~was carried out as at 30th September 2007.

~~In addition to the UKRF, there~~There are other pension schemes (both defined benefit and defined ~~contribution schemes~~contribution) in the UK and overseas. The same ~~approach to pensions~~principles of pension governance applies to ~~the other~~UK based schemes, ~~in the UK but~~although different legislation covers overseas schemes ~~outside of the UK~~ where, in most cases, the Bank has the power to determine the funding rate.

~~220~~

~~Barclays~~

~~Annual Report 2008~~

~~30 Retirement benefit obligations (continued)~~

The following tables present an analysis of defined benefit obligation and fair value of plan assets for all the Group’s pension schemes and post-retirement benefits (the latter are unfunded) and present the amounts recognised in the income statement including those related to post-retirement health care.

~~Income statement charge~~


	2008						2007					2006					2009					2008						2007
	Pensions £m		Other post- retirement benefits £m		Total £m		Pensions £m		Other post- retirement benefits £m	Total £m		Pensions £m		Other post- retirement benefits £m	Total £m		Pensions £m		Other post- retirement benefits £m	Total £m		Pensions £m		Other post- retirement benefits £m		Total £m		Pensions £m		Other post- retirement benefits £m	Total £m
Staff cost charge

Income statement charge
Current service cost	299		2		301		332		2	334		378		21	399		281		10	291		299		2		301		332		2	334
Interest cost	991		8		999		905		8	913		900		8	908		992		9	1,001		991		8		999		905		8	913
Expected return on scheme assets	(1,175	)	–		(1,175	)	(1,074	)	–	(1,074	)	(999	)	–	(999	)	(935	)	–	(935	)	(1,175	)	–		(1,175	)	(1,074	)	–	(1,074	)
Recognised actuarial (gain)/loss	(23	)	(1	)	(24	)	(1	)	–	(1	)	3		1	4		96		–	96		(23	)	(1	)	(24	)	(1	)	–	(1	)
Past service cost	2		(8	)	(6	)	20		–	20		29		–	29		6		–	6		2		(8	)	(6	)	20		–	20
Curtailment or settlements	(5	)	–		(5	)	(32	)	–	(32	)	(29	)	–	(29	)	(473	)	–	(473	)	(5	)	–		(5	)	(32	)	–	(32	)

Total included in staff costs	89		1		90		150		10	160		282		30	312		(33	)	19	(14	)	89		1		90		150		10	160

Staff costs are included in other operating expenses.

~~Change in~~ Of the other post retirement benefit ~~obligation~~costs £16m relate to continuing operations (2008: £1m, 2007: £9m).


																					2009														2008
	2008										2007										Pensions				Post-retirement benefits				Total		Pensions				Post-retirement benefits				Total
	Pensions				Post-retirement benefits				Total		Pensions				Post-retirement benefits				Total		UK £m		Overseas £m		UK £m		Overseas £m		£m		UK £m		Overseas £m		UK £m		Overseas £m		£m
	UK £m		Overseas £m		UK £m		Overseas £m		£m		UK £m		Overseas £m		UK £m		Overseas £m		£m
Benefit obligation at beginning of the year	(16,563	)	(913	)	(60	)	(98	)	(17,634	)	(17,256	)	(894	)	(97	)	(76	)	(18,323	)	(14,395	)	(1,220	)	(43	)	(125	)	(15,783	)	(16,563	)	(913	)	(60	)	(98	)	(17,634	)
Current service cost	(276	)	(23	)	–		(2	)	(301	)	(317	)	(15	)	(1	)	(1	)	(334	)	(254	)	(27	)	(1	)	(9	)	(291	)	(276	)	(23	)	–		(2	)	(301	)
Interest cost	(946	)	(45	)	(3	)	(5	)	(999	)	(869	)	(36	)	(4	)	(4	)	(913	)	(941	)	(51	)	(3	)	(6	)	(1,001	)	(946	)	(45	)	(3	)	(5	)	(999	)
Past service cost	(2	)	(11	)	7		–		(6	)	(20	)	–		–		–		(20	)	(1	)	–		–		–		(1	)	(2	)	(11	)	7		–		(6	)
Curtailments or settlements	7		2		–		–		9		35		1		–		–		36		482		(7	)	–		1		476		7		2		–		–		9
Actuarial gain/(loss)	2,807		–		11		(5	)	2,813		1,292		25		19		1		1,337
Actuarial (loss)/gain																					(4,757	)	(33	)	(3	)	7		(4,786	)	2,807		–		11		(5	)	2,813
Contributions by plan participants	(20	)	(3	)	–		–		(23	)	(19	)	(2	)	–		–		(21	)	(2	)	(5	)	–		–		(7	)	(20	)	(3	)	–		–		(23	)
Benefits paid	598		42		2		9		651		589		31		2		15		637		659		58		1		6		724		598		42		2		9		651
Business combinations	–		–		–		–		–		–		–		–		–		–
Business disposals																					–		9		–		6		15		–		–		–		–		–
Exchange and other adjustments	–		(269	)	–		(24	)	(293	)	2		(23	)	21		(33	)	(33	)	–		(1	)	(16	)	25		8		–		(269	)	–		(24	)	(293	)

Benefit obligation at end of the year	(14,395	)	(1,220	)	(43	)	(125	)	(15,783	)	(16,563	)	(913	)	(60	)	(98	)	(17,634	)	(19,209	)	(1,277	)	(65	)	(95	)	(20,646	)	(14,395	)	(1,220	)	(43	)	(125	)	(15,783	)


212

Notes to the accounts

For the year ended 31st December 2009

continued

30 Retirement benefit obligationscontinued

The benefit obligation arises from plans that are wholly unfunded and wholly or partly funded as follows:

      2008
£m 2007
£m
Unfunded obligations
   (297 ) (248 )
Wholly or partly funded obligations
   (15,486 ) (17,386 )
Total
   (15,783 ) (17,634 )

~~Barclays~~

~~Annual Report 2008~~

~~221~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

~~30 Retirement benefit obligations (continued)~~


	2009 £m		2008 £m
Unfunded obligations	(288	)	(297	)
Wholly or partly funded obligations	(20,358	)	(15,486	)

Total	(20,646	)	(15,783	)

Change in plan assets


	2008										2007														2009										2008
	Pensions				Post-retirement benefits				Total		Pensions				Post-retirement benefits				Total		Pensions				Post-retirement benefits				Total		Pensions				Post-retirement benefits				Total
	UK £m		Overseas £m		UK £m		Overseas £m		£m		UK £m		Overseas £m		UK £m		Overseas £m		£m		UK £m		Overseas £m		UK £m		Overseas £m		£m		UK £m		Overseas £m		UK £m		Overseas £m		£m
Fair value of plan assets at beginning of the year	17,231		796		–		–		18,027		16,761		745		–		–		17,506		13,537		959		–		–		14,496		17,231		796		–		–		18,027
Expected return on plan assets	1,134		41		–		–		1,175		1,041		33		–		–		1,074		904		31		–		–		935		1,134		41		–		–		1,175
Employer contribution	336		71		2		9		418		355		34		2		15		406		525		76		1		6		608		336		71		2		9		418
Settlements	–		(2	)	–		–		(2	)	–		(1	)	–		–		(1	)	–		(2	)	–		–		(2	)	–		(2	)	–		–		(2	)
Contributions by plan participants	20		3		–		–		23		19		2		–		–		21		2		5		–		–		7		20		3		–		–		23
Actuarial loss	(4,534	)	(121	)	–		–		(4,655	)	(332	)	(11	)	–		–		(343	)
Actuarial gain/(loss)																					1,424		(8	)	–		–		1,416		(4,534	)	(121	)	–		–		(4,655	)
Benefits paid	(598	)	(42	)	(2	)	(9	)	(651	)	(589	)	(31	)	(2	)	(15	)	(637	)	(659	)	(58	)	(1	)	(6	)	(724	)	(598	)	(42	)	(2	)	(9	)	(651	)
Business combinations	–		–		–		–		–		–		–		–		–		–
Business disposals																					–		(6	)	–		–		(6	)	–		–		–		–		–
Exchange and other adjustments	(52	)	213		–		–		161		(24	)	25		–		–		1		(58	)	28		–		–		(30	)	(52	)	213		–		–		161

Fair value of plan assets at the end of the year	13,537		959		–		–		14,496		17,231		796		–		–		18,027		15,675		1,025		–		–		16,700		13,537		959		–		–		14,496

Amounts recognised ~~on balance~~on-balance sheet

The pension and post-retirement benefit assets and liabilities recognised on the balance sheet are as follows:


	2008										2007														2009										2008
	Pensions				Post-retirement benefits				Total		Pensions				Post-retirement benefits				Total		Pensions				Post-retirement benefits				Total		Pensions				Post-retirement benefits				Total
	UK £m		Overseas £m		UK £m		Overseas £m		£m		UK £m		Overseas £m		UK £m		Overseas £m		£m		UK £m		Overseas £m		UK £m		Overseas £m		£m		UK £m		Overseas £m		UK £m		Overseas £m		£m
Benefit obligation at end of period	(14,395	)	(1,220	)	(43	)	(125	)	(15,783	)	(16,563	)	(913	)	(60	)	(98	)	(17,634	)	(19,209	)	(1,277	)	(65	)	(95	)	(20,646	)	(14,395	)	(1,220	)	(43	)	(125	)	(15,783	)
Fair value of plan assets at end of period	13,537		959		–		–		14,496		17,231		796		–		–		18,027		15,675		1,025		–		–		16,700		13,537		959		–		–		14,496
Net (deficit)/asset	(858	)	(261	)	(43	)	(125	)	(1,287	)	668		(117	)	(60	)	(98	)	393
Unrecognised actuarial (gains)/losses	(167	)	150		(11	)	23		(5	)	(1,912	)	7		(3	)	14		(1,894	)
Net deficit																					(3,534	)	(252	)	(65	)	(95	)	(3,946	)	(858	)	(261	)	(43	)	(125	)	(1,287	)
Unrecognised actuarial losses/(gains)																					3,087		158		(7	)	10		3,248		(167	)	150		(11	)	23		(5	)

Net recognised liability	(1,025	)	(111	)	(54	)	(102	)	(1,292	)	(1,244	)	(110	)	(63	)	(84	)	(1,501	)	(447	)	(94	)	(72	)	(85	)	(698	)	(1,025	)	(111	)	(54	)	(102	)	(1,292	)
Recognised assets	–		65		–		–		65		–		36		–		–		36
Recognised assets^a																					–		71		–		–		71		–		65		–		–		65
Recognised liability	(1,025	)	(176	)	(54	)	(102	)	(1,357	)	(1,244	)	(146	)	(63	)	(84	)	(1,537	)	(447	)	(165	)	(72	)	(85	)	(769	)	(1,025	)	(176	)	(54	)	(102	)	(1,357	)

Net recognised liability	(1,025	)	(111	)	(54	)	(102	)	(1,292	)	(1,244	)	(110	)	(63	)	(84	)	(1,501	)	(447	)	(94	)	(72	)	(85	)	(698	)	(1,025	)	(111	)	(54	)	(102	)	(1,292	)

The UKRF funded status, as measured using the IAS 19 assumptions detailed below, has decreased from ~~a £0.7bn surplus at 31st December 2007 to~~ a deficit of £0.9bn at 31st December ~~2008.~~

2008 to a deficit of £3.5bn at 31st December 2009. The ~~assumptions used for the current year and prior year are detailed below. Among the~~most significant reasons for this change were the ~~large loss on the assets over the year and, to a lesser extent, a strengthening of the allowance made for future improvements~~decrease in ~~mortality. Offsetting these were the increase in~~ AA ~~long-term~~ corporate bond yields which resulted in a ~~higher~~lower discount rate of ~~6.75%~~5.61% (31st December ~~2007: 5.82%~~2008: 6.75%)~~, a decrease~~ and an increase in the long-term inflation assumption to ~~3.16%~~3.76% (31st December ~~2007: 3.45%~~2008: 3.16%). The impact of the change in assumptions was partially offset by a one-off curtailment credit resulting from the closure of the UK final salary pension schemes to existing members, better than expected asset performance, and contributions ~~paid.~~paid in excess of the pension expense.

Note

a	Included within other assets.


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30 Retirement benefit obligationscontinued

Assumptions

Obligations arising under defined benefit schemes are actuarially valued using the projected unit credit method. Under this method, where a defined benefit scheme is closed to new members, such as in the case of the 1964 Pension Scheme, the current service cost expressed as a percentage of salary is expected to increase in the future, although this higher rate will be applied to a decreasing payroll. The latest actuarial ~~IAS~~IFRS valuations were carried out as at 31st December using the following assumptions:

      UK schemes    Overseas schemes
      2008
% p.a.    2007
% p.a.    2008
% p.a.
2007
% p.a.
Discount rate
   6.75    5.82    7.09    7.51
Rate of increase in salaries
   3.66    3.95    5.93    5.60
Inflation rate
   3.16    3.45    3.98    4.13
Rate of increase for pensions in payment
   3.06    3.45    3.17    3.55
Rate of increase for pensions in deferment
   3.16    3.30    4.37    2.50
Initial health care inflation
   8.00    8.00    9.00    10.00
Long-term health care inflation
   5.00    5.00    5.01    5.01
Expected return on plan assets
   6.80    6.70    7.95    7.84

~~222~~

~~Barclays~~

~~Annual Report 2008~~

~~30 Retirement benefit obligations (continued)~~

~~Assumptions (continued)~~


	UK schemes		Overseas schemes
	2009 % p.a.	2008 % p.a.	2009 % p.a.	2008 % p.a.
Discount rate	5.61	6.75	7.53	7.09
Rate of increase in salaries	4.26	3.66	5.49	5.93
Inflation rate	3.76	3.16	3.78	3.98
Rate of increase for pensions in payment	3.56	3.06	3.27	3.17
Rate of increase for pensions in deferment	3.76	3.16	2.81	4.37
Initial health care inflation	7.00	8.00	8.50	9.00
Long-term health care inflation	5.00	5.00	5.00	5.01
Expected return on plan assets	6.70	6.80	7.44	7.95

The expected return on plan assets assumption is weighted on the basis of the fair value of these assets. Health care inflation assumptions are weighted on the basis of the health care cost for the period. All other assumptions are weighted on the basis of the defined benefit obligation at the end of the period.

The UK Schemes discount rate assumption is based on a liability-weighted rate derived from aan AA corporate bond yield curve.

The overseas health care inflation assumptions relate to the ~~US and Mauritius.~~US.

Mortality assumptions

The post-retirement mortality assumptions used in valuing the liabilities of the UKRF were based on the standard 2000 series tables as published by the Institute and Faculty of Actuaries. These tables are considered to be most relevant to the population of the UKRF based on their mortality history. These were then adjusted in line with the actual experience of the UKRF’s own pensioners relative to the standard table. An allowance has been made for future mortality improvements based on the medium cohort projections published by the ~~CMIB~~Continuous Mortality Investigation Bureau subject to a floor of 1% pa on future improvements. On this basis the post-retirement mortality assumptions for the UKRF includes:


	2008	2007	2006	2005	2004	2009	2008	2007	2006	2005
Longevity at 60 for current pensioners (years)
– Males	27.4	26.7	25.8	25.8	25.7	27.5	27.4	26.7	25.8	25.8
– Females	28.5	27.9	29.5	29.5	29.4	28.7	28.5	27.9	29.5	29.5
Longevity at 60 for future pensioners currently aged 40 (years)
– Males	29.5	28.0	27.1	27.1	27.0	29.6	29.5	28.0	27.1	27.1
– Females	30.5	29.1	30.7	30.6	30.6	30.6	30.5	29.1	30.7	30.6

Sensitivity analysis

Sensitivity analysis for each of the principal assumptions used to measure the benefit obligation of the UKRF are as follows:


	Impact on UKRF benefit obligation				Impact on UKRF benefit obligation
	(Decrease)/ Increase %		(Decrease)/ Increase £bn		(Decrease)/ Increase %		(Decrease)/ Increase £bn
0.5% increase to:
– Discount rate	(8.5	)	(1.2	)	(8.5	)	(1.6	)
– Rate of inflation	8.8		1.3		7.7		1.5
– Rate of salary growth	1.0		0.2
1 year increase to longevity at 60	2.5		0.4		2.5		0.5

Following the amendment to the UKRF Trust Deed on 10th September 2009, the UKRF benefit obligation is not sensitive to future salary growth.


214

Notes to the accounts

For the year ended 31st December 2009

continued

30 Retirement benefit obligationscontinued

Post-retirement health care

A one percentage point change in assumed health care trend rates, assuming all other assumptions remain constant would have the following effects for ~~2008:~~2009:


	1% increase £m	1% decrease £m		1% increase £m	1% decrease £m
Effect on total of service and interest cost components	1	(1	)	1	(1	)
Effect on post-retirement benefit obligation	17	(14	)	13	(11	)

Assets

A long-term strategy has been set for the asset allocation of the UKRF which comprises a mixture of equities, bonds, property and other appropriate assets. This recognises that different asset classes are likely to produce different long-term returns and some asset classes may be more volatile than others.

The long-term strategy ensures that investments are adequately diversified. Asset managers are permitted some flexibility to vary the asset allocation from the long-term strategy within control ranges agreed with the ~~trustee~~Trustees from time to time.

The UKRF also employs derivative instruments, where appropriate, to achieve a desired exposure or return, or to match assets more closely to liabilities. The value of assets shown ~~below~~ reflects the actual physical assets held by the scheme, with any derivative holdings reflected on a mark to market basis. The expected return on asset assumptions ~~both for individual asset classes and~~ overall have been based on the portfolio of assets created after allowing for the net impact of the derivatives on the risk and return profile of the holdings.

~~Barclays~~

~~Annual Report 2008~~

~~223~~

~~Notes~~During the second half of 2009, an investment de-risking programme was agreed for the UKRF between the Bank and the Trustee in order to achieve a better matching between assets and liabilities and to reduce the ~~accounts~~

~~For~~investment risk profile of the ~~year ended 31st December 2008~~

~~30 Retirement benefit obligations (continued)~~

~~Assets (continued)~~plan. This involved a partial sale of physical equities and purchase of index-linked gilts.

The value of the assets of the schemes, their percentage in relation to total scheme assets, and their expected rate of return at 31st December ~~2008~~2009 and 31st December ~~2007~~2008 were as follows:


	2008														UK schemes					Overseas schemes			Total
	UK schemes					Overseas schemes				Total					Value £m		% of total fair value of scheme assets		Expected rate of return %	Value £m	% of total fair value of scheme assets	Expected rate of return %	Value £m		% of total fair value of scheme assets		Expected rate of return %
	Value £m		% of total fair value of scheme assets		Expected rate of return %	Value £m		% of total fair value of scheme assets	Expected rate of return %	Value £m		% of total fair value of scheme assets		Expected rate of return %

2009
Equities	5,813		43		8.5	217		23	9.3	6,030		42		8.5	4,236		27		8.6	400	39	7.8	4,636		28		8.5
Bonds	6,360		47		5.3	166		17	6.2	6,526		45		5.3	8,787		56		4.9	387	38	6.0	9,174		55		4.9
Property	1,214		9		7.2	16		2	13.4	1,230		8		7.3	1,186		8		7.0	20	2	12.6	1,206		7		7.1
Derivatives	(420	)	(3	)	–	–		–	–	(420	)	(3	)	–	(37	)	–		–	–	–	–	(37	)	–		–
Cash	(131	)	(1	)	2.0	415		43	7.6	284		2		3.9	1,157		7		0.5	139	14	3.2	1,296		8		0.8
Other	701		5		7.4	145		15	6.4	846		6		7.2	346		2		5.0	79	7	8.1	425		2		5.6

Fair value of plan assets^a	13,537		100		6.8	959		100	8.0	14,496		100		6.9	15,675		100		6.7	1,025	100	6.6	16,700		100		6.7

	2007
	UK schemes					Overseas schemes				Total
	Value £m		% of total fair value of scheme assets		Expected rate of return %	Value £m		% of total fair value of scheme assets	Expected rate of return %	Value £m		% of total fair value of scheme assets		Expected rate of return %

2008
Equities	7,467		43		8.3	441		55	8.4	7,908		44		8.3	5,813		43		8.5	217	23	9.3	6,030		42		8.5
Bonds	7,445		43		5.1	300		38	7.6	7,745		43		5.2	6,360		47		5.3	166	17	6.2	6,526		45		5.3
Property	1,712		10		7.0	16		2	11.5	1,728		10		7.0	1,214		9		7.2	16	2	13.4	1,230		8		7.3
Derivatives	(12	)	–		–	–		–	–	(12	)	–		–	(420	)	(3	)	–	–	–	–	(420	)	(3	)	–
Cash	284		2		5.1	42		5	5.6	326		1		5.2	(131	)	(1	)	2.0	415	43	7.6	284		2		3.9
Other	335		2		5.3	(3	)	–	–	332		2		5.4	701		5		7.4	145	15	6.4	846		6		7.2

Fair value of plan assets^a	17,231		100		6.7	796		100	7.8	18,027		100		6.8	13,537		100		6.8	959	100	8.0	14,496		100		6.9

Note

a	Excludes £890m (2008: £675m) representing the money purchase assets of the UKRF.


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30 Retirement benefit obligationscontinued

The UKRF plan assets include ~~£27m~~£58m relating to UK private equity investments ~~(2007: £39m)~~(2008: £27m) and ~~£735m~~£921m relating to overseas private equity investments ~~(2007: £664m)~~(2008: £735m). These are disclosed within Equities.

Amounts included in the fair value of plan assets include ~~£5m (2007: £6m)~~£4m (2008: £5m) relating to shares in Barclays Group, ~~£11m (2007: £6m)~~£5m (2008: £11m) relating to bonds issued by the Barclays Group, £nil ~~(2007:~~(2008: £nil) relating to other investments in the Barclays Group, and ~~£17m (2007: £10m)~~£10m (2008: £17m) relating to property occupied by Group companies.

The expected return on assets is determined by calculating a total return estimate based on weighted average estimated returns for each asset class. Asset class returns are estimated using current and projected economic and market factors such as inflation, credit spreads and equity risk premiums.

The Group actual return on plan assets was ~~a decrease~~an increase of £2,351m (2008: £3,480m ~~(2007: £731m increase.)~~

~~Note~~

a	~~Excludes £675m (2007: £782m) representing the money purchase assets of the UKRF.~~

~~224~~

~~Barclays~~

~~Annual Report 2008~~

~~30 Retirement benefit obligations (continued)~~decrease).

Actuarial gains and losses

The actuarial gains and losses arising on plan liabilities and plan assets are as follows:


	UK schemes										2009 £m		2008 £m		2007 £m		2006 £m		2005 £m
	2008 £m		2007 £m		2006 £m		2005 £m		2004 £m
UK schemes
Present value of obligations	(14,438	)	(16,623	)	(17,353	)	(18,252	)	(15,574	)	(19,274	)	(14,438	)	(16,623	)	(17,353	)	(18,252	)
Fair value of plan assets	13,537		17,231		16,761		15,571		13,261		15,675		13,537		17,231		16,761		15,571
Net (deficit)/surplus in the plans	(901	)	608		(592	)	(2,681	)	(2,313	)	(3,599	)	(901	)	608		(592	)	(2,681	)
Experience gains and (losses) on plan liabilities
– amount	(81	)	(297	)	48		(2	)	16		107		(81	)	(297	)	48		(2	)
– as percentage of plan liabilities	(1%	)	(2%	)	–		–		–		1%		(1%	)	(2%	)	–		–
Difference between actual and expected return on plan assets
– amount	(4,534	)	(332	)	423		1,599		570		1,424		(4,534	)	(332	)	423		1,599
– as percentage of plan assets	(33%	)	(2%	)	3%		10%		4%		9%		(33%	)	(2%	)	3%		10%

	Overseas schemes
	2008 £m		2007 £m		2006 £m		2005 £m		2004 £m
Overseas schemes
Present value of obligations	(1,345	)	(1,011	)	(970	)	(1,017	)	(587	)	(1,372	)	(1,345	)	(1,011	)	(970	)	(1,017	)
Fair value of plan assets	959		796		745		819		436		1,025		959		796		745		819
Net (deficit)/surplus in the plans	(386	)	(215	)	(225	)	(198	)	(151	)
Net deficit in the plans											(347	)	(386	)	(215	)	(225	)	(198	)
Experience losses on plan liabilities
– amount	(96)		(79	)	(54	)	(2	)	(31	)	(45	)	(96	)	(79	)	(54	)	(2	)
– as percentage of plan liabilities	(7%	)	(8%	)	(6%	)	–		(5%	)	(3%	)	(7%	)	(8%	)	(6%	)	–
Difference between actual and expected return on plan assets
– amount	(121	)	(11	)	25		2		9		(8	)	(121	)	(11	)	25		2
– as percentage of plan assets	(13%	)	–		3%		–		2%		(1%	)	(13%	)	–		3%		–

	Total UK and Overseas schemes
	2008 £m		2007 £m		2006 £m		2005 £m		2004 £m
Total UK and Overseas schemes
Present value of obligations	(15,783	)	(17,634	)	(18,323	)	(19,269	)	(16,161	)	(20,646	)	(15,783	)	(17,634	)	(18,323	)	(19,269	)
Fair value of plan assets	14,496		18,027		17,506		16,390		13,697		16,700		14,496		18,027		17,506		16,390
Net (deficit)/surplus in the plans	(1,287	)	393		(817	)	(2,879	)	(2,464	)	(3,946	)	(1,287	)	393		(817	)	(2,879	)
Experience losses on plan liabilities
Experience gains and (losses) on plan liabilities
– amount	(177	)	(376	)	(6	)	(4	)	(15	)	62		(177	)	(376	)	(6	)	(4	)
– as percentage of plan liabilities	(1%	)	(2%	)	–		–		–		0%		(1%	)	(2%	)	–		–
Difference between actual and expected return on plan assets
– amount	(4,655	)	(343	)	448		1,601		579		1,416		(4,655	)	(343	)	448		1,601
– as percentage of plan assets	(32%	)	(2%	)	3%		10%		4%		8%		(32%	)	(2%	)	3%		10	%

216

~~Barclays~~

~~Annual Report 2008~~

~~225~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

30 Retirement benefit obligations ~~(continued)~~continued

Funding

The most recent triennial funding valuation of the UK Retirement Fund (UKRF) was performed with an effective date of 30th September 2007. In compliance with the Pensions Act 2004, the ~~Group~~Bank and Trustee have agreed a ~~scheme specific~~scheme-specific funding target, statement of funding principles, and a schedule of contributions. This agreement forms the basis of the Group’s commitment that the fund has sufficient assets to make payments to members in respect of their accrued benefits as and when they fall due. This funding valuation uses a discount rate that reflects a prudent expectation of long-term future investment returns from the current and assumed future investment strategy, and takes into account projected future salary increases when assessing liabilities arising from accrued service.

As at 30th September 2007 the funding valuation showed a surplus of £0.2bn. The Scheme Actuary prepares an annual update of the funding position as at 30th September. The ~~first~~latest annual update was carried out as at 30th September ~~2008~~2009 and showed a deficit of ~~£2.2bn.~~£4.8bn. The next triennial funding valuation will take place with an effective date of 30th September 2010.

The Group has agreed funding contributions which, in aggregate, are no less than those which are sufficient to meet the Group’s share of the cost of benefits accruing over each year. The Group has, in the recent past, chosen to make funding contributions in excess of this, more consistent with the IAS 19 service ~~cost.~~cost; and in 2009 made an additional voluntary contribution of £150m.

Defined benefit contributions paid with respect to the UKRF were as follows:


	£m	£m
Contributions paid
2009		525
2008	336	336
2007	355	355
2006	351

Excluding the UKRF, the Group is expected to pay contributions of approximately ~~£2m~~£1m to UK schemes and ~~£53m~~£59m to overseas schemes in ~~2009.~~2010.

The ~~total contribution~~Group is committed to ~~be paid~~making estimated contributions to UKRF in ~~2009 to~~2010 of £290m, with potential additional voluntary contributions dependent on the ~~UKRF is not expected to be significantly different than in previous years.~~scheme’s funding level.

31 Ordinary shares, share premium, and other equity

Ordinary shares and share premium


	Number of shares m		Ordinary shares £m		Share premium £m		Total £m		Number of shares m		Ordinary shares £m		Share premium £m	Total £m
At 1st January 2009									8,372		2,093		4,045	6,138
Issued under the Incentive Share Option Plan^a									–		–		–	–
Issued to staff under the Share Incentive Plan									19		5		30	35
Issue of new ordinary shares									379		94		655	749
Conversion of Mandatorily Convertible Notes									2,642		661		3,221	3,882

At 31st December 2009									11,412		2,853		7,951	10,804
At 1st January 2008	6,601		1,651		56		1,707		6,601		1,651		56	1,707
Issued to staff under the Sharesave Share Option Scheme	3		1		13		14		3		1		13	14
Issued under the Incentive Share Option Plan^a	1		–		3		3		1		–		3	3
Issued to staff under the Share Incentive Plan^a	1		–		2		2		1		–		2	2
Issue of new ordinary shares	1,803		451		3,971		4,422		1,803		451		3,971	4,422
Repurchase of shares	(37	)	(10	)	–		(10	)	(37	)	(10	)	–	(10	)

At 31st December 2008	8,372		2,093		4,045		6,138		8,372		2,093		4,045	6,138

At 1st January 2007	6,535		1,634		5,818		7,452
Issued to staff under the Sharesave Share Option Scheme	19		6		62		68
Issued under the Incentive Share Option Plan	10		2		40		42
Issued under the Executive Share Option Scheme^b	–		–		1		1
Issued under the Woolwich Executive Share Option Plan^b	–		–		1		1
Transfer to retained earnings	–		–		(7,223	)	(7,223	)
Issue of new ordinary shares	337		84		1,357		1,441
Repurchase of shares	(300	)	(75	)	–		(75	)

At 31st December 2007	6,601		1,651		56		1,707

Note

a	The nominal value ~~for~~of share options issued during 2008 for the Incentive Share Option Plan and Share Incentive Plan was less than £500,000 in each case.

b	~~The nominal value for share options issued during 2007 for the Executive Share Option Scheme and Woolwich Executive Share Option Plan was less than £500,000 in each case.~~

~~226~~

~~Barclays~~

~~Annual Report 2008~~

217

31 Ordinary shares, share premium, and other equity ~~(continued)~~continued

The authorised share capital of Barclays PLC is ~~£3,540m, $77.5m,~~£5,290m, US$77.5m,€40m and ~~¥4,000m.~~Japanese Yen (¥)4,000m (31st December ~~2007: £2,500m)~~2008: £3,540m, US$77.5m,€40m and ¥4,000m) comprising ~~13,996~~20,996 million (31st December ~~2007: 9,996~~2008: 13,996 million) ordinary shares of 25p each, 0.4 million (31st December 2008: 0.4 million) Sterling preference shares of £100 each, 0.4 million (31st December 2008: 0.4 million) US Dollar preference shares of $100 each, 150 million (31st December 2008: 150 million) US Dollar preference shares of $0.25 each, 0.4 million (31st December 2008: 0.4 million) Euro preference shares of€100 each, 0.4 million (31st December 2008: 0.4 million) Yen preference shares of ¥10,000 each and 1 million (31st December ~~2007:~~2008: 1 million) staff shares of £1 each.


Called up share capital, allotted and fully paid	2008 £m		2007 £m		2009 £m	2008 £m
Ordinary shares:
At beginning of year	1,650		1,633		2,093	1,650
Issued to staff under the Sharesave Share Option Scheme	1		6		–	1
Issued under the Incentive Share Option Plan	–		2
Issued to staff under the Share Incentive Plan					5	–
Issue of new ordinary shares	451		84		94	451
Conversion of Mandatorily Convertible Notes					661	–
Repurchase of shares	(9	)	(75	)	–	(9	)

At end of year	2,093		1,650		2,853	2,093
Staff shares:
At beginning of year	1		1		–	1
Repurchase of shares	(1	)	–		–	(1	)

At end of year	–		1		–	–

Total	2,093		1,651		2,853	2,093

Issue of new ordinary shares

During the year, the following share issues took place:

~~On 4th July~~Conversion of Mandatorily Convertible Notes

The Mandatorily Convertible Notes (MCNs), issued by Barclays Bank PLC on 27th November 2008, ~~Barclays PLC raised approximately £500m (before issue costs) through the issue of 168.9~~were converted into 2,642 million ~~new ordinary shares at £2.96 per share in a firm placing to Sumitomo Mitsui Banking Corporation.~~

On 22nd July 2008, Barclays PLC raised approximately £3,969m (before issue costs) through the issue of 1,407.4 million new ordinary shares at £2.82 per share in a placing to Qatar Investment Authority, Challenger Universal Limited (a company representing the beneficial interests of His Excellency Sheikh Hamad Bin Jassim Bin Jabr Al-Thani, the Chairman of Qatar Holding LLC, and his family), China Development Bank, Temasek Holdings (Private) Limited and certain leading institutional shareholders and other investors, which shares were available for clawback in full by means of an open offer to existing shareholders. Valid applications under the open offer were received from qualifying shareholders in respect of approximately 267 million new ordinary shares in ~~aggregate, representing 19.0 per cent.~~Barclays PLC by 30th June 2009 at the conversion price of ~~the shares offered pursuant~~£1.53276. £661m was credited to ~~the open offer. Accordingly,~~share capital and the remaining ~~1,140.3 million shares were allocated to the various investors with whom they had been conditionally placed.~~

~~On 18th September 2008, Barclays PLC raised approximately £701m (before issue~~£3,221m (net of issuance costs) through the issue of 226 million new ordinary shares at £3.10 per share to certain institutional investors. The proceeds of the issuance, in excess of the nominal value and issue costs, of £634m werewas credited to retained earnings. This resulted from the operation of section 131 of the Companies Act 1985 with regard to the issue of shares by Barclays PLC in exchange for shares in Long Island Investments Jersey No. 1 Limited and the subsequent redemption of redeemable preference shares of that company for cash.

During the period from 27th November 2008 to 31st December 2008, 33,000 ordinary shares have been issued following conversion of Mandatorily Convertible Notes (see below) at the option of their holders.

~~Share repurchase~~

During the year Barclays PLC purchased in the market 36 million of its own ordinary shares of 25p each at a total cost of £173m. These transactions represent less than 0.5% of the issued share capital at 31st December 2008. These shares purchased during the period were open market transactions.

~~Barclays PLC purchased all of its staff shares in issue, following approval for such purchase being given at the 2008 Annual General Meeting, at a total cost of £1m.~~

~~At the 2008 AGM on 24th April, Barclays PLC was authorised to repurchase 984,960,000 of its ordinary shares of 25p. The authorisation is effective until the AGM in 2009.~~

~~Cancellation of share premium account~~

~~On 11th October 2007, the order of the High Court confirming the cancellation of £7,223m of~~ the share premium account was registered with the Registrar of Companies. This created £7,223m of additional distributable reserves in Barclays PLC. The purpose of the cancellation of the share premium account was to create distributable profits in order to allow the payment of dividends following the completion of the share buy-back programme, the redemption of the preference shares which were to have been issued in connection with the proposed merger with ABN AMRO, and to provide maximum flexibility to manage the Group’s capital resources.account.

Warrants

On 31st October 2008 Barclays PLC issued, in conjunction with a simultaneous issue of Reserve Capital Instruments issued by Barclays Bank PLC, warrants to subscribe for up to ~~1516.9~~1,516.9 million new ordinary shares at a price of £1.97775 to Qatar Holding LLC and HH Sheikh Mansour Bin Zayed Al Nahyan. ~~A fair value of £800m before transaction costs of £24m~~

On 28th October 2009, Qatar Holding LLC exercised 379.2 million warrants to subscribe for new Barclays PLC Shares. £94m was ~~attributed~~credited to share capital and the remaining £655m was credited to the ~~warrants, which may be exercised~~share premium account.

Share repurchase

No share repurchases were made during the year. In 2008, Barclays PLC repurchased shares at ~~any time up~~a cost of £173m.

At the 2009 AGM on 23rd April 2009, Barclays PLC was authorised to ~~close~~repurchase 837,620,130 of ~~business 31st October 2013.~~

its ordinary shares of 25p. The ~~fair value (net of transaction costs) of~~authorisation is effective until the ~~warrants have been included~~AGM in ~~retained earnings (see Note 32).~~2010.

Shares under option

The Group has four schemes that give employees rights to subscribe for new shares in Barclays PLC. A summary of the key terms of each scheme are included in Note ~~45.~~44.

At 31st December ~~2008,~~2009, 91.3 million (2008: 94.1 ~~million (2007: 74.0~~ million) options were outstanding under the terms of the Sharesave Share Option Scheme (Sharesave), ~~0.5 million (2007: 1.4 million)~~no options were outstanding under the terms of the Executive Share Option Scheme (ESOS) (2008: 0.5 million), ~~0.4~~0.1 million ~~(2007: 0.5~~(2008: 0.4 million) options were outstanding under the terms of the Woolwich Executive Share Option Plan (Woolwich ESOP) and ~~20.5~~12.6 million ~~(2007:~~(2008: 20.5 million) options were outstanding under the terms of the Incentive Share Option Plan (ISOP), enabling certain Directors and members of staff to subscribe for ordinary shares between ~~2008~~2009 and ~~2016~~2017 at prices ranging from 144p to ~~551p.~~

~~Barclays~~

~~Annual Report 2008~~

~~227~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

~~31 Ordinary shares, share premium, and other equity (continued)~~547p.

In addition to the above, the independent trustee of the Barclays Group (ESAS) Employees’ Benefit Trust (ESAS Trust), established by Barclays Bank PLC in 1996, operates the Executive Share Award Scheme (ESAS). ESAS is a deferred share bonus plan for employees of the Group. The key terms of the ESAS are described in Note ~~45.~~44. The independent trustees of the ESAS Trust make awards of Barclays shares and grant options over Barclays shares to beneficiaries of the ESAS Trust. Beneficiaries of the ESAS Trust include employees and former employees of the Barclays Group.


218

Notes to the accounts

For the year ended 31st December 2009

continued

31 Ordinary shares, share premium, and other equitycontinued

The independent trustee of the Barclays Group (PSP and ESOS) Employees’ Benefit Trust (PSP Trust), established by Barclays Bank PLC in 1996, operates the Performance Share Plan (PSP) and may satisfy awards under the ESOS. No awards have been made under this trust since 1999. All awards are in the form of options over Barclays shares.

The Sharepurchase scheme which was established in 2002 is open to all eligible UK employees, including executive Directors. The key terms of the Sharepurchase scheme are described in Note ~~45.~~44.

~~Other equity – Mandatorily Convertible Notes~~

~~On 27th November 2008, Barclays Bank PLC issued £4,050m of 9.75% Mandatorily Convertible Notes (MCNs) maturing on 30th September~~The Global Sharepurchase scheme which was established in 2009 is open to ~~Qatar Holding LLC, Challenger Universal Limited and entities representing the beneficial interests of HH Sheikh Mansour Bin Zayed Al Nahyan, a member~~all eligible non UK employees, excluding executive Directors. The key terms of the Royal Family of Abu Dhabi and existing institutional shareholders and other institutional investors. If not converted at the holders’ option beforehand, these instruments mandatorily convert to ordinary shares of Barclays PLC on 30th June 2009. The conversion price is £1.53276, and, after taking into account MCNs that were converted on or before 31st December 2008, will resultGlobal Sharepurchase scheme are described in ~~the issue of 2,642 million new ordinary shares. Following conversion the relevant amounts will be credited to share capital and share premium.~~

Of the proceeds of the MCNs, £233m has been included in the Group’s liabilities, being the fair value of the coupon before issue costs at the date of issue. The remaining proceeds are included in other equity and will be transferred to share capital and share premium on conversion in both the Barclays PLC Group and Company.Note 44.

32 Reserves

Other reserves ~~– Barclays PLC Group~~


											Capital redemption reserve £m	Other capital reserve £m	Available for sale reserve £m		Cash flow hedging reserve £m		Currency translation reserve £m		Total £m
At 1st January 2009											394	617	(1,190	)	132		2,840		2,793
Net gains from changes in fair value											–	–	1,194		287		–		1,481
Net gains transferred to net profit											–	–	(415	)	(92	)	–		(507	)
Currency translation differences											–	–	–		–		(1,223	)	(1,223	)
Net losses transferred to net profit due to impairment											–	–	670		–		–		670
Changes in insurance liabilities											–	–	(67	)	–		–		(67	)
Net gains transferred to net profit due to fair value hedging											–	–	(123	)	–		–		(123	)
Tax											–	–	(179	)	(75	)	(2	)	(256	)

At 31st December 2009											394	617	(110	)	252		1,615		2,768
	Capital redemption reserve £m	Other capital reserve £m	Available for sale reserve £m		Cash flow hedging reserve £m		Currency translation reserve £m		Total £m
At 1st January 2008	384	617	154		26		(307	)	874		384	617	154		26		(307	)	874
Net (losses)/gains from changes in fair value	–	–	(1,736	)	252		–		(1,484	)	–	–	(1,736	)	252		–		(1,484	)
Net (gains)/losses transferred to net profit	–	–	(212	)	19		–		(193	)	–	–	(212	)	19		–		(193	)
Currency translation differences	–	–	–		–		2,307		2,307		–	–	–		–		2,307		2,307
Losses transferred to net profit due to impairment	–	–	382		–		–		382
Net losses transferred to net profit due to impairment											–	–	382		–		–		382
Changes in insurance liabilities	–	–	17		–		–		17		–	–	17		–		–		17
Net gains transferred to net profit due to fair value hedging	–	–	(2	)	–		–		(2	)	–	–	(2	)	–		–		(2	)
Tax	–	–	207		(165	)	840		882		–	–	207		(165	)	840		882
Repurchase of shares	10	–	–		–		–		10		10	–	–		–		–		10

At 31st December 2008	394	617	(1,190	)	132		2,840		2,793		394	617	(1,190	)	132		2,840		2,793

Available for sale net gains transferred to net profit includes £349m gain (2008: £212m gain) relating to continuing operations and £66m gain (2008: £nil) relating to discontinued operations.

Capital
redemption
reserve
£m
   Other
capital
reserve
£m    Available
for sale
reserve
£m Cash flow
hedging
reserve
£m Currency
translation
reserve
£m Total
£m
At 1st January 2007
   309    617    132 (230 ) (438 ) 390
Net gains from changes in fair value
   –    –    480 182 – 662
Net (gains)/losses transferred to net profit
   –    –    (560 ) 198 – (362 )
Currency translation differences
   –    –    – – 29 29
Losses transferred to net profit due to impairment
   –    –    13 – – 13
Changes in insurance liabilities
   –    –    22 – – 22
Net losses transferred to net profit due to fair value hedging
   –    –    68 – – 68
Tax
   –    –    (1 ) (124 ) 102 (23 )
Repurchase of shares
   75    –    – – – 75
At 31st December 2007
   384    617    154 26 (307 ) 874

The capital redemption reserve and other capital reserve represent transfers from retained earnings in accordance with relevant legislation. These reserves are not distributable.

The available for sale reserve represents the unrealised change in the fair value of available for sale investments since initial recognition.

The cash flow hedging reserve represents the cumulative gains and losses on effective cash flow hedging instruments that will be recycled to the income statement when the hedged transactions affect profit or loss.

The currency translation reserve represents the cumulative gains and losses on the retranslation of the Group’s net investment in foreign operations, net of the effects of hedging.

Transfers from cash flow hedging reserve

Gains and losses transferred from the cash flow hedging reserve were to: interest income: £22m loss (2008: £4m ~~loss (2007: £93m)~~loss), interest expense: £272m gain (2008: £74m ~~loss (2007: £11m gain)~~loss), net trading income: £165m loss (2008: £119m ~~gain (2007: £100m loss)~~gain), and administration and general expenses: £7m gain (2008: £60m ~~loss (2007: £16m~~ loss).

~~228~~

~~Barclays~~

~~Annual Report 2008~~

219

32 Reserves ~~(continued)~~continued

Retained earnings and treasury shares ~~– Barclays PLC Group~~


	Retained earnings £m		Treasury shares £m		Total £m		Retained earnings £m		Treasury shares £m		Total £m
At 1st January 2009							24,208		(173	)	24,035
Profit attributable to equity holders of the Parent							9,393		–		9,393
Equity-settled share schemes							298		–		298
Tax on equity-settled share schemes							156		–		156
Other taxes							32		–		32
Net purchases of treasury shares							–		(47	)	(47	)
Transfer							(80	)	80		–
Dividends paid							(113	)	–		(113	)
Conversion of mandatorily convertible notes							(230	)	–		(230	)
Other							181		–		181

At 31st December 2009							33,845		(140	)	33,705

At 1st January 2008	20,970		(260	)	20,710		20,970		(260	)	20,710
Profit attributable to equity holders of the parent	4,382		–		4,382
Profit attributable to equity holders of the Parent							4,382		–		4,382
Equity-settled share schemes	463		–		463		463		–		463
Tax on equity-settled share schemes	(4	)	–		(4	)	(4	)	–		(4	)
Other taxes	(52	)	–		(52	)	(52	)	–		(52	)
Net purchases of treasury shares	–		(350	)	(350	)	–		(350	)	(350	)
Transfer	(437	)	437		–		(437	)	437		–
Dividends paid	(2,344	)	–		(2,344	)	(2,344	)	–		(2,344	)
Repurchase of shares	(173	)	–		(173	)	(173	)	–		(173	)
Arising on share issue	634		–		634		634		–		634
Issue of warrants	776		–		776		776		–		776
Other	(7	)	–		(7	)	(7	)	–		(7	)

At 31st December 2008	24,208		(173	)	24,035		24,208		(173	)	24,035

At 1st January 2007	12,169		(212	)	11,957
Profit attributable to equity holders of the parent	4,417		–		4,417
Equity-settled share schemes	567		–		567
Tax on equity-settled share schemes	28		–		28
Net purchases of treasury shares	–		(572	)	(572	)
Transfer	(524	)	524		–
Dividends paid	(2,079	)	–		(2,079	)
Repurchase of shares	(1,802	)	–		(1,802	)
Transfer from share premium account	7,223		–		7,223
Arising on share issue	941		–		941
Other	30		–		30

At 31st December 2007	20,970		(260	)	20,710

The ~~Treasury~~treasury shares primarily relate to Barclays PLC shares held by employee benefit trusts in relation to the Executive Share Award Scheme, Performance Share Plan and Sharepurchase Scheme, to the extent that such shares have not been allocated to employees. These schemes are described in Note ~~45.~~44.

The total number of Barclays shares held in Group employee benefit trusts at 31st December ~~2008~~2009 was ~~217.9~~125.1 million ~~(2007: 211.4~~(2008: 217.9 million). ~~Dividend~~No dividend rights have been waived on ~~nil (2007: nil) of~~ these shares. The total market value of the shares held in trust, based on the year-end share price of ~~£1.53 (2007: £5.04)~~£2.75 (2008: £1.53), was ~~£333m (2007: £1,065m)~~£344m (2008: £333m). As at 31st December ~~2008,~~2009, options over ~~19.1~~15.6 million ~~(2007: 16.6~~(2008: 19.1 million) of the total shares held in the trusts were exercisable.

The Group operates in a number of countries subject to regulations under which ~~a local subsidiary has~~subsidiaries and other operations have to maintain a minimum ~~level~~levels of capital. The current policy of the Group is that the local capital requirements are met, ~~as far as~~to the greatest possible byextent, through the retention of profit. Certain countries also operate exchange control regulations which limit the amount of dividends that can be remitted to non-resident shareholders. It is not possible to determine the amount of profit retained and other reserves that are restricted by these regulations, but the net profit retained of overseas subsidiaries, associates and joint ventures at 31st December 2008 totalled £4,581m (2007: £7,311m). If such overseas reserves were to be remitted, other tax liabilities, which have not been provided for in the accounts, might arise.

Retained earnings – Barclays PLC (Parent ~~company)~~Company)


						Retained earnings £m		Capital redemption reserve £m
At 1st January 2009						9,006		394
Profit after tax						125		–
Dividends paid						(113	)	–
Conversion of mandatorily convertible notes						(230	)	–
Other						228		–

At 31st December 2009						9,016		394
	Retained earnings £m		Capital redemption reserve £m	Total £m
At 1st January 2008	8,990		384	9,374		8,990		384
Profit after tax	1,193		–	1,193		1,193		–
Dividends paid	(2,414	)	–	(2,414	)	(2,414	)	–
Arising on share issue	634		–	634		634		–
Repurchase of shares	(173	)	10	(163	)	(173	)	10
Issue of warrants	776		–	776		776		–

At 31st December 2008	9,006		394	9,400		9,006		394

At 1st January 2007	1,468		309	1,777
Profit after tax	3,289		–	3,289
Dividends paid	(2,129	)	–	(2,129	)
Transfer from share premium account	7,223		–	7,223
Arising on share issue	941		–	941
Repurchase of shares	(1,802	)	75	(1,727	)

At 31st December 2007	8,990		384	9,374

Details of principal subsidiaries held through Barclays Bank PLC are shown in Note 41.

220

~~Barclays~~

~~Annual Report 2008~~

~~229~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

33 ~~Minority~~Non-controlling interests


	2008 £m		2007 £m		2009 £m		2008 £m
At beginning of year	9,185		7,591		10,793		9,185
Share of profit after tax	905		678		895		905
Dividend and other payments	(703	)	(480	)	(767	)	(703	)
Equity issued by subsidiaries	1,349		1,381		–		1,349
Available for sale reserve: net (loss)/gain from changes in fair value	(1	)	1		(12	)	(1	)
Cash flow hedges: net gain/(loss) from changes in fair value	76		(16	)
Cash flow hedges: (loss)/gain from changes in fair value					(19	)	76
Currency translation differences	100		25		277		100
Additions	–		27		9		–
Disposals	(11	)	(111	)	(91	)	(11	)
Other	(107	)	89		116		(107	)

At end of year	10,793		9,185		11,201		10,793

~~During~~The non-controlling interests as at 31st December represented holdings in the ~~year,~~following:


	2009 £m	2008 £m
Barclays Bank PLC issued Preference shares	5,933	5,927
Barclays Bank PLC issued Reserve Capital Instruments – equity accounted	1,908	1,908
Barclays Bank PLC issued Upper Tier 2 instruments – equity accounted	586	586
Absa Group Limited – issued preference shares and other non-controlling interests	2,539	1,994
Other	235	378

Total	11,201	10,793

There were no Preference Shares issued by Barclays Bank PLC ~~issued~~during the ~~following Preference Shares:~~

~~106 million Preference Shares of nominal US$0.25 each (Principal amount: US$2,650m; £1,345m) with a 8.125% dividend issued on 11th April 2008 and 25th April 2008.~~year.

34 ~~Contingent liabilities and commitments~~

Contingent liabilities and commitments

The following table summarises the nominal principal amount of contingent liabilities and commitments with off-balance sheet risk:


	2008 £m	2007 £m	2009 £m	2008 £m
Acceptances and endorsements	585	365	375	585
Guarantees and letters of credit pledged as collateral security	15,652	12,973	15,406	15,652
Securities lending arrangements	38,290	22,719	27,406	38,290
Other contingent liabilities	11,783	9,717	9,587	11,783

Contingent liabilities	66,310	45,774	52,774	66,310

Documentary credits and other short-term trade related transactions	859	522	762	859
Undrawn note issuance and revolving underwriting facilities:
Forward asset purchases and forward deposits placed	291	283	46	291
Standby facilities, credit lines and other	259,666	191,834	206,467	259,666

Commitments	260,816	192,639	207,275	260,816

Nature of instruments

In common with other banks, the Group conducts business involving acceptances, performance bonds and indemnities. The majority of these facilities are offset by corresponding obligations of third parties.

An acceptance is an undertaking by a bank to pay a bill of exchange drawn on a customer. The Group expects most acceptances to be presented, but reimbursement by the customer is normally immediate. Endorsements are residual liabilities of the Group in respect of bills of exchange, which have been paid and subsequently rediscounted.

Guarantees and letters of credit are given as security to support the performance of a customer to third parties. As the Group will only be required to meet these obligations in the event of the customer’s default, the cash requirements of these instruments are expected to be considerably below their nominal amounts.

~~The~~Until the disposal of BGI on 1st December 2009, the Group ~~facilitates~~facilitated securities lending arrangements for its managed investment ~~management clients~~funds whereby securities held by funds ~~are~~under management were lent to third parties. ~~The borrowers provide the funds with collateral in the form of~~Borrowers provided cash or ~~other~~investment grade assets as collateral equal to ~~at least~~ 100% of the market value of the securities lent plus a margin of 2% – 10%. The Group has agreed with BlackRock to continue to provide indemnities to support these arrangements for a further three years. As at ~~least 2% up to 8%. Over~~31st December 2009, the ~~period of the loan, the funds may make margin calls to the extent that the collateral is less than the market~~ value of the ~~securities lent. Amounts disclosed above represent the total market value~~collateral held was £28,248m (2008: £39,690m) and that of the stock lent ~~securities at 31st December 2008. The market value of collateral held by the funds~~ was ~~£39,690m (2007: £23,559m)~~£27,406m (2008: £38,290m).

~~230~~

~~Barclays~~

~~Annual Report 2008~~

~~34 Contingent liabilities and commitments (continued)~~

Other contingent liabilities include ~~transaction related~~transaction-related customs and performance bonds and are, generally, short-term commitments to third parties which are not directly dependent on the customer’s creditworthiness.


				221

LOGO

34 Contingent liabilities and commitmentscontinued

Commitments to lend are agreements to lend to a customer in the future, subject to certain conditions. Such commitments are either made for a fixed period, or have no specific maturity but are cancellable by the lender subject to notice requirements.

Documentary credits commit the Group to make payments to third parties, on production of documents, which are usually reimbursed immediately by customers.

Capital commitments

At 31st December ~~2008~~2009 the commitments for capital expenditure under contract amounted to ~~£48m (2007: £6m)~~£129m (2008: £48m).

Assets pledged

Assets are pledged as collateral to secure liabilities under repurchase agreements, securitisations and stock lending agreements or as security deposits relating to derivatives. The disclosure includes any asset transfers associated with liabilities under repurchase agreements and securities lending transactions.

The following table summarises the nature and carrying amount of the assets pledged as security against these liabilities:


	2008 £m	2007 £m
			2009 £m	2008 £m
Trading portfolio assets	81,186	76,226	96,176	81,186
Loans and advances	28,789	32,846	48,846	28,789
Available for sale investments	32,321	16,378	24,264	32,321
Other	3,812	580	77	3,812

Assets pledged	146,108	126,030	169,363	146,108

Collateral held as security for assets

Under certain transactions, including reverse repurchase agreements and stock borrowing transactions, the Group is allowed to resell or repledge the collateral held. The fair value at the balance sheet date of collateral accepted and repledged to others was as follows:


	2008 £m	2007 £m
			2009 £m	2008 £m
Fair value of securities accepted as collateral	424,819	343,986	357,159	424,819
Of which fair value of securities repledged / transferred to others	374,222	269,157
Of which fair value of securities repledged/transferred to others			283,334	374,222

35 Legal proceedings

~~Barclays has for some time been party~~On 25th November 2009, the UK Supreme Court decided the test case relating to ~~proceedings, including a class action,~~current account overdraft charges in favour of the banks. The Office of Fair Trading subsequently confirmed that it will not proceed with its investigation into the fairness of these charges following the Supreme Court judgment. Accordingly, we are seeking to have all outstanding claims which were premised on the same legal principles as those at issue in the ~~United States against~~test case discontinued or dismissed. There remain a small number of residual complaints challenging the charges on a different basis, but these complaints are not expected to have a material effect on Barclays.

Barclays Bank PLC, Barclays PLC and various current and former members of Barclays PLC’s Board of Directors have been named as defendants ~~following the collapse of Enron; the~~in five proposed securities class ~~action claim is commonly known as the Newby litigation. On 20th July 2006 Barclays received an Order from~~actions (which have been consolidated) pending in the United States District Court for the Southern District of ~~Texas Houston Division which dismissed~~New York. The consolidated amended complaint, dated 12th February 2010, alleges that the ~~claims against Barclays PLC,~~registration statements relating to American Depositary Shares representing Preferred Stock, Series 2, 3, 4 and 5 (ADS) offered by Barclays Bank PLC at various times between 2006 and 2008 contained misstatements and omissions concerning (amongst other things) Barclays portfolio of mortgage-related (including US subprime-related) securities, Barclays exposure to mortgage and credit market risk and Barclays ~~Capital Inc. in the Newby litigation. On 4th December 2006 the Court stayed Barclays dismissal from the proceedings~~financial condition. The consolidated amended complaint asserts claims under Sections 11, 12(a)(2) and allowed the plaintiffs to file a supplemental complaint. On 19th March 2007 the United States Court of Appeals for the Fifth Circuit issued its decision on an appeal by Barclays and two other financial institutions contesting a ruling by the District Court allowing the Newby litigation to proceed as a class action. The Court of Appeals held that because no proper claim against Barclays and the other financial institutions had been alleged by the plaintiffs, the case could not proceed against them. The plaintiffs applied to the United States Supreme Court for a review of this decision. On 22nd January 2008, the United States Supreme Court denied the plaintiffs’ request for review. Following the Supreme Court’s decision, the District Court ordered a further briefing concerning the status15 of the ~~plaintiffs’ claims. Barclays is seeking the dismissal~~Securities Act of ~~the plaintiffs’ claims.~~1933. Barclays considers that ~~the Enron related~~these ADS-related claims against it are without merit and is defending them vigorously. It is not possible to estimate ~~Barclays~~any possible loss in relation to these ~~matters, nor the~~claims or any effect that they might have upon operating results in any particular financial period.

~~Like~~On 15th September 2009 motions were filed in the United States Bankruptcy Court for the Southern District of New York by Lehman Brothers Holdings Inc. (LBHI), the SIPA Trustee for Lehman Brothers Inc. (the Trustee) and the Official Committee of Unsecured Creditors of Lehman Brothers Holdings Inc. (the Committee). All three motions challenge certain aspects of the transaction pursuant to which Barclays Capital Inc. (BCI) and other ~~UK financial services institutions,~~companies in the Barclays Group ~~faces numerous County Court claims and complaints by customers who allege that its unauthorised overdraft charges either contravene~~acquired most of the ~~Unfair Terms~~assets of Lehman Brothers Inc. (LBI) in Consumer Contracts Regulations 1999 (UTCCR) or are unenforceable penalties or both. In July 2007, by agreement with all parties, the OFT commenced proceedings against seven banks and one building society, including Barclays, to resolve the matter by way of a ‘test case’ process. Preliminary issues hearings took place in January, July and December 2008 with judgments handed down in April and OctoberSeptember 2008 and ~~January~~the court order approving such sale. The claimants seek an order: voiding the transfer of certain assets to BCI; requiring BCI to return to the LBI estate alleged excess value BCI received; and declaring that BCI is not entitled to certain assets that it claims pursuant to the sale documents and order approving the sale. On 16th November 2009, ~~(a further judgment not concerning Barclays terms). As to current terms,~~LBHI, the Trustee and the Committee filed separate complaints in ~~April 2008~~ the Bankruptcy Court ~~held in favour of the banks~~asserting claims against BCI based on the ~~issue of~~same underlying allegations as the ~~penalty doctrine. The OFT did not appeal~~pending motions and seeking relief similar to that ~~decision. In~~which is requested in the same judgment the Court held in favour of the OFT on the issue of the applicability of the UTCCR. The banks appealed that decision. As to past terms, in a judgment on 8th October 2008, the Court held that Barclays historic terms, including those of Woolwich, were not capable of being penalties. The OFT indicated at themotions. On 29th January ~~2009 hearing that it was not seeking permission to appeal the Court’s findings in relation~~2010, BCI filed its response to the ~~applicability of the penalty doctrine to historic terms. Accordingly, it is now clear that no declarations have or will be made against~~motions. Barclays ~~that any of its unauthorised overdraft terms assessed in the test case constitute unenforceable penalties and~~considers that the ~~OFT will not pursue this aspect~~motions and claims against BCI are without merit and BCI is vigorously defending its position. On 29th January 2010, BCI also filed a motion seeking delivery of certain assets that LBHI and LBI have failed to deliver as required by the ~~test case further. The proceedings will now concentrate exclusively on UTCCR issues. The banks’ appeal against~~sale documents and the ~~decision in relation to~~court order approving the applicability of the UTCCR (to current and historic terms) took place at a hearing in late October 2008. On 26th February 2009 the Court of Appeal dismissed the banks’ appeal, holding, in a judgment of broad application, that the relevant charges were not exempt from the UTCCR. The banks will petition the House of Lords for leave to appeal the decision. It is likely that the proceedings will still take a significant period of time to conclude. Pending resolution of the test case process, existing and new claims in the County Courts remain stayed, and there is an FSA waiver of the complaints handling process (which is reviewable in July 2009) and a standstill of Financial Ombudsman Service decisions. The Group is defending the test case vigorously.sale. It is not ~~practicable~~possible to estimate ~~the Group’s~~any possible loss to Barclays in relation to these matters ~~nor the~~or any effect that ~~they may~~these matters might have upon operating results in any particular financial period.

~~Barclays~~

~~Annual Report 2008~~

~~231~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

~~35 Legal proceedings (continued)~~

Barclays is engaged in various other litigation proceedings both in the United Kingdom and a number of overseas jurisdictions, including the United States, involving claims by and against it which arise in the ordinary course of business. Barclays does not expect the ultimate resolution of any of the proceedings to which Barclays is party to have a significant adverse effect on the financial position of the Group and Barclays has not disclosed the contingent liabilities associated with these claims either because they cannot reasonably be estimated or because such disclosure could be prejudicial to the conduct of the claims.


222

Notes to the accounts

For the year ended 31st December 2009

continued

36 Competition and regulatory matters

The scale of regulatory change remains challenging ~~arising~~and the global financial crisis is resulting in ~~part from the implementation~~a significant tightening of ~~some key European Union (EU) directives. Many~~regulation and changes to ~~financial services legislation and regulation have come into force in recent years and further changes will take place in the near future.~~regulatory structures globally, especially for banks that are deemed to be of systemic importance. Concurrently, there is continuing political and regulatory scrutiny of the operation of the ~~retail~~ banking and consumer credit industries in the UK and ~~elsewhere.~~elsewhere which, in some cases, is leading to increased regulation. For example, the Credit Card Accountability, Responsibility and Disclosure Act of 2009 in the US will restrict many credit card pricing and marketing practices. The nature and impact of future changes in the legal framework, policies and regulatory action cannot currently be fully predicted and are ~~not predictable and~~ beyond ~~the Group’s~~Barclays control but, ~~could~~especially in the area of banking regulation, are likely to have an impact on ~~the Group’s~~Barclays businesses and earnings.

~~In September 2005,~~The market for payment protection insurance (PPI) has been under scrutiny by the UK competition authorities and financial services regulators. Following a reference from the Office of Fair Trading (OFT) received a super-complaint from the Citizens Advice Bureau relating to payment protection insurance (PPI). As a result, the OFT commenced a market study on PPI in April 2006. In October 2006 the OFT announced the outcome of the market study and the OFT referred the PPI market to, the UK Competition Commission (CC) ~~for~~undertook an in-depth ~~inquiry in February 2007. In June 2008,~~enquiry into the ~~CC published its provisional findings.~~PPI market. The CC published its final report ~~into the PPI market~~ on 29th January ~~2009. The CC’s conclusion is~~2009 concluding that the businesses which offer PPI alongside credit face little or no competition when selling PPI to their credit customers. ~~The CC has set out~~In March 2009, Barclays submitted a ~~package of measures which it considers will introduce competition into~~targeted appeal focused on the ~~market (the ‘Remedies’). The Remedies, which are expected to be implemented (following consultation) in 2010, are: a ban~~prohibition on sale of PPI at the point of ~~sale; a prohibition~~sale (POSP) remedy on the ~~sale~~basis that it was not based on sound analysis, and is unduly draconian. The Competition Appeals Tribunal (CAT) upheld Barclays appeal on two grounds, meaning that the CC will be required to reconsider the POSP remedy and the basis for it, and made an order to that effect on 26th November 2009.

This remittal process is expected to take until the autumn of ~~single premium PPI; mandatory personal PPI quotes to customers; annual statements for all regular premium policies, including~~2010, at which time the back book (for example credit card and mortgage protection policies); measures to ensure that improved information is available to customers; obliging providers to give information to the OFT to monitor theCC will publish its final Remedies ~~and to provide claims ratios to any person on request. Barclays is reviewing the report and considering the next steps, including how this might affect the Group’s different products.~~Order.

~~In October~~Separately, in 2006, the FSA published the outcome of its broad industry thematic review of PPI sales practices in which it concluded that some firms fail to treat customers fairly and that the FSA would strengthen its actions against such firms. Tackling poor PPI sales practices remains a priority for the FSA. In September 2009, the FSA ~~with their most recent update~~issued a Consultation Paper on ~~their thematic work published~~the assessment and redress of PPI complaints made on or after 14th January 2005. The FSA has announced that it intends to publish a final version of the policy statement in ~~September 2008.~~early 2010 and will amend the DISP (Dispute Resolution: Complaints) rules in the FSA Sourcebook. Barclays voluntarily complied with the FSA’s request to cease selling single premium PPI by the end of January 2009. ~~There has been no enforcement action against Barclays in respect of its PPI products. The Group has cooperated fully with these investigations into PPI and will continue to do so.~~

The OFT has carried out investigations into Visa and MasterCard credit card interchange rates. ~~The~~A decision by the OFT in the MasterCard interchange case was set aside by the ~~Competition Appeals Tribunal~~CAT in ~~June~~ 2006. The OFT is progressing its investigations in the Visa interchange case and a second MasterCard interchange case in parallel and both are ongoing. The outcome is not known but these investigations may have an impact on the consumer credit industry in general and therefore on ~~the Group’s~~Barclays business in this sector. In ~~February~~ 2007, the OFT ~~announced that it was expanding~~expanded its ~~investigation~~investigations into interchange rates to include debit cards.

~~In September 2006,~~Notwithstanding the ~~OFT announced that it had decided~~Supreme Court ruling in relation to ~~undertake a fact find~~the test case (see Note 35 on page 221) Barclays continues to be involved in the ~~application of its statement~~OFT’s work on ~~credit card fees to~~personal current account unauthorised overdraft fees. The fact find was completed in March 2007. On 29th March 2007, the OFT announced its decision to conduct a formal investigation into the fairness of bank current account charges.accounts. The OFT initiated a market study into personal current accounts (PCAs) in the UK ~~on 26th April 2007. The study’s focus was PCAs but it~~in 2007 which also included an examination of other retail banking products, in particular savings accounts, credit cards, personal loans and mortgages in order to take into account the competitive dynamics of UK retail banking. ~~On 16th July~~In 2008, the OFT published its market study report, in which it concluded that certain features of the UK PCA market were not working well for consumers. The OFT reached the provisional view that some form of regulatory intervention is necessary in the UK PCA market. ~~On 16th July 2008, the~~The OFT also ~~announced~~held a consultation to seek views on the findings and possible measures to address the issues raised in its report. ~~The consultation period closed on 31st~~In October ~~2008. The Group~~2009, the OFT published a follow-up report containing details of voluntary initiatives in relation to transparency and switching agreed between the OFT and the industry. A further follow-up report is expected in March 2010 to provide details of voluntary initiatives agreed in relation to charging structures. Barclays has participated fully in the market study process and will continue to do so.

US laws and regulations require compliance with US economic sanctions, administered by the Office of Foreign Assets Control, against designated foreign countries, nationals and others. HM Treasury regulations similarly require compliance with sanctions adopted by the UK government. ~~The Group~~Barclays has been conducting an internal review of its conduct with respect to US Dollar payments involving countries, persons and entities subject to these sanctions and has been reporting to governmental authorities about the results of that review. ~~The Group~~Barclays received inquiries relating to these sanctions and certain US Dollar payments processed by its New York branch from the New York County District Attorney’s Office and the US Department of Justice which, along with other authorities, has been reported to be conducting investigations of sanctions compliance by non-US financial institutions. ~~The Group~~Barclays has responded to those inquiries and is cooperating with the regulators, the Department of Justice and the District Attorney’s Office in connection with their investigations of Barclays conduct with respect to sanctions compliance. Barclays has also received a formal notice of investigation from the FSA, and has been keeping the FSA informed of the progress of the US investigations and Barclays internal review. Barclays review is ongoing. It is currently not possible to predict the ultimate resolution of the issues covered by Barclays review and the investigations, including the timing and potential financial impact of any resolution, which could be substantial.

The Financial Services Compensation Scheme provides compensation to customers of financial institutions in the event that an institution is unable, or is likely to be unable, to pay claims against it. During the year, a number of institutions, including Bradford & Bingley plc, Heritable Bank plc, Kaupthing Singer & Friedlander Limited, Landsbanki ‘Icesave’, and London Scottish Bank plc, were declared in default by the FSA. In order to meet its obligations to the depositors of these institutions, the FSCS has borrowed £19.7 billion from HM Treasury, which is on an interest only basis until September 2011. These borrowings are anticipated to be repaid wholly or substantially from the realisation of the assets of the above named institutions. The FSCS raises annual levies from the banking industry to meet its management expenses and compensation costs. Individual institutions make payments based on their level of market participation (in the case of deposits, the proportion that their protected deposits represent of total market protected deposits) at 31st December each year. If an institution is a market participant on this date it is obligated to pay a levy. Barclays Bank PLC was a market participant at 31st December 2007 and 2008. The Group has accrued £101m for its share of levies that will be raised by the FSCS including the interest on the loan from HM Treasury in respect of the levy years to 31st March 2010. The accrual includes estimates for the interest FSCS will pay on the loan and estimates of Barclays market participation in the relevant periods. Interest will continue to accrue on the HM Treasury loan to the FSCS until September 2011 and will form part of future FSCS management expenses levies. If the assets of the defaulting institutions are insufficient to repay the HM Treasury loan in 2011, the FSCS will agree a schedule of repayments with HM Treasury, which will be recouped from the industry in the form of additional levies. At the date of these financial statements, it is not possible to estimate whether there will ultimately be additional levies on the industry, the level of Barclays market participation or other factors that may affect the amounts or timing of amounts that may ultimately become payable, nor the effect that such levies may have upon operating results in any particular financial period.

~~232~~

~~Barclays~~

~~Annual Report 2008~~

223

37 Leasing

The Group is both lessor and lessee under finance and operating leases, providing asset financing for its customers and leasing assets for its own use. In addition, assets leased by the Group may be sublet to other parties. An analysis of the impact of these transactions on the Group balance sheet and income statement is as follows:

~~(a)~~a) As Lessor

Finance lease receivables

The Group specialises in asset-based lending and works with a broad range of international technology, industrial equipment and commercial companies to provide customised finance programmes to assist manufacturers, dealers and distributors of assets.

Finance lease receivables are included within loans and advances to customers.

The Group’s net investment in finance lease receivables was as follows:


	2008					2007					2009					2008
	Gross investment in finance lease receivables £m	Future finance income £m		Present value of minimum lease payments receivable £m	Unguaranteed residual values £m	Gross investment in finance lease receivables £m	Future finance income £m		Present value of minimum lease payments receivable £m	Unguaranteed residual values £m	Gross investment in finance lease receivables £m	Future finance income £m		Present value of minimum lease payments receivable £m	Unguaranteed residual values £m	Gross investment in finance lease receivables £m	Future finance income £m		Present value of minimum lease payments receivable £m	Unguaranteed residual values £m
Not more than one year	3,929	(689	)	3,240	149	3,657	(780	)	2,877	213	3,513	(456	)	3,057	55	3,929	(689	)	3,240	149
Over one year but not more than five years	8,668	(1,673	)	6,995	355	7,385	(1,613	)	5,772	374	7,597	(1,117	)	6,480	154	8,668	(1,673	)	6,995	355
Over five years	3,419	(768	)	2,651	25	3,476	(935	)	2,541	14	2,084	(427	)	1,657	407	3,419	(768	)	2,651	25

Total	16,016	(3,130	)	12,886	529	14,518	(3,328	)	11,190	601	13,194	(2,000	)	11,194	616	16,016	(3,130	)	12,886	529

The allowance for uncollectable finance lease receivables included in the allowance for impairment amounted to ~~£189m~~£321m at 31st December ~~2008 (2007: £113m)~~2009 (2008: £189m).

Operating lease receivables

The Group acts as lessor, whereby items of plant and equipment are purchased and then leased to third parties under arrangements qualifying as operating leases. The items purchased to satisfy these leases are ~~treated as~~included within plant and equipment ~~in the Group’s financial statements~~(see Note 23) and are generally disposed of at the end of the lease ~~term (see Note 23).~~term.

The future minimum lease payments expected to be received under non-cancellable operating leases at 31st December ~~2008~~2009 were as follows:


			2009	2008
	2008 Plant and equipment £m	2007 Plant and equipment £m	Plant and equipment £m	Plant and equipment £m
Not more than one year	80	29	10	80
Over one year but not more than two years	42	24	7	42
Over two years but not more than three years	36	22	7	36
Over three years but not more than four years	24	20	6	24
Over four years but not more than five years	13	11	8	13
Over five years	39	10	1	39

Total	234	116	39	234


224

Notes to the accounts

For the year ended 31st December 2009

continued

~~(b)~~37 Leasingcontinued

b) As Lessee

Finance lease commitments

The Group leases items of property, plant and equipment on terms that meet the definition of finance leases. Finance lease commitments are included within other liabilities (see Note 25).

Obligations under finance leases were as follows:

      2008
Total future
minimum
payments
£m    2007
Total future
minimum
payments
£m
Not more than one year
   35    12
Over one year but not more than two years
   13    14
Over two years but not more than three years
   14    13
Over three years but not more than four years
   17    12
Over four years but not more than five years
   14    15
Over five years
   3    17
Net obligations under finance leases
   96    83

~~Barclays~~

~~Annual Report 2008~~

~~233~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

~~37 Leasing (continued)~~


	2009	2008
	Total future minimum payments £m	Total future minimum payments £m
Not more than one year	16	35
Over one year but not more than two years	7	13
Over two years but not more than three years	30	14
Over three years but not more than four years	18	17
Over four years but not more than five years	17	14
Over five years	34	3
Net obligations under finance leases	122	96

The carrying amount of assets held under finance leases at the balance sheet date was:


	2008 £m		2007 £m
					2009 £m		2008 £m
Cost	87		94		127		87
Accumulated depreciation	(67	)	(24	)	(84	)	(67	)

Net book value	20		70		43		20

Operating lease commitments

The Group leases various offices, branches and other premises under non-cancellable operating lease arrangements. The leases have various terms, escalation and renewal rights. There are no contingent rents payable. The Group also leases equipment under non-cancellable lease arrangements.

Where the Group is the lessee the future minimum lease payment under non-cancellable operating leases are as follows:


	2008		2007
	Property £m	Equipment £m	Property £m	Equipment £m	2009		2008
					Property £m	Equipment £m	Property £m	Equipment £m
Not more than one year	275	5	191	6	459	9	275	5
Over one year but not more than two years	354	1	396	1	424	6	354	1
Over two years but not more than three years	334	1	357	1	378	–	334	1
Over three years but not more than four years	315	–	323	–	334	–	315	–
Over four years but not more than five years	465	5	287	–	341	–	465	5
Over five years	2,744	1	2,225	–	2,933	3	2,744	1

Total	4,487	13	3,779	8	4,869	18	4,487	13

The total of future minimum sublease payments to be received under non-cancellable subleases at the balance sheet date is ~~£158m (2007: £167m)~~£147m (2008: £158m).

~~38 Disposals~~

~~The Group made the following material disposals in 2008:~~


	~~% Disposal~~	~~Date~~
~~Barclays Life Assurance Limited~~	~~100~~	~~31/10/08~~225

LOGO

38 Disposal of subsidiaries

During the year, the Group disposed of Barclays Global Investors (BGI), 50% of Barclays Vida y Pensiones Compañía de Seguros and 7% of the GRCB –Emerging Markets Botswana business.


	BGI		Other		Total
	2009 £m		2009 £m		2009 £m
Consideration received including hedging gains:
Cash received^a	4,207		158		4,365
Non-cash consideration	5,294		118		5,412
Total consideration received	9,501		276		9,777
Assets and liabilities disposed of:
Assets
Cash and balances at central banks	667		–		667
Financial assets designated at fair value:
– held on own account	–		393		393
– held in respect of linked liabilities to customers under investment contracts	71,791		–		71,791
Derivative financial instruments	–		5		5
Loans and advances to customers	–		4		4
Available for sale investments	55		788		843
Other assets	398		204		602
Goodwill and Intangible assets	1,586		–		1,586
Property, plant and equipment	122		–		122
Deferred tax assets	99		–		99
Total	74,718		1,394		76,112
Liabilities
Customer accounts	–		(368	)	(368	)
Liabilities to customers under investment contracts	(71,791	)	(415	)	(72,206	)
Derivative financial instruments	–		(8	)	(8	)
Other liabilities	(911	)	(74	)	(985	)
Current tax liabilities	35		–		35
Insurance contract liabilities, including unit-linked liabilities	–		(354	)	(354	)
Deferred tax liabilities	–		(16	)	(16	)
Total	(72,667	)	(1,235	)	(73,902	)
Net assets disposed of	2,051		159		2,210
Group share of net assets disposed of	2,051		82		2,133
Transaction costs	(539	)	(10	)	(549	)
Amounts relating to non-controlling interests	(580	)	–		(580	)
Gain on sale before tax	6,331		184		6,515
Tax	(43	)	(28	)	(71	)
Gain on sale, net of tax	6,288		156		6,444

On 1st December 2009 the Group completed the sale of BGI to BlackRock, Inc. (BlackRock) recognising a profit on disposal before tax of £6,331m. The tax charge of £43m reflects the application of UK substantial shareholdings relief in accordance with UK tax law.

The consideration at completion was $15.2bn (£9.5bn), including 37.567 million new BlackRock shares, giving an economic interest of 19.9% of the enlarged BlackRock group. Barclays Group holds 4.9% of the voting rights and under the terms of the transaction may not acquire additional voting rights and will vote in accordance with the recommendations of the BlackRock Board of Directors. John Varley and Robert E Diamond Jr. have been appointed to the BlackRock Board, which comprises 18 Directors. The Group is not deemed to exercise significant influence and the investment has been accounted for as an available for sale equity investment.

The Group has provided BlackRock with customary warranties and indemnities in connection with the sale. Barclays will also continue to indemnify securities lending arrangements until 30th November 2012 (included within contingent liabilities in Note 34) and provide support to certain BGI cash funds until December 2013 in the form of credit derivatives (included within derivative liabilities in Note 14) and financial guarantees (included within provisions in Note 28).

In addition, Barclays, BlackRock and their respective affiliates also enter into agreements and transactions with one another in the ordinary course of their respective businesses and on an arm’s length commercial basis, subject to applicable regulation and agreements with relevant regulators.

In connection with its financing of its acquisition of BGI, BlackRock entered into a 364-day revolving credit facility with a group of lenders including Barclays, who is also acting as revolving agent. Of the $2bn credit facility, $0.8bn was committed by other lenders and following completion BlackRock had borrowed or notified to be borrowed $1.5bn under the facility. All amounts borrowed under this facility have been fully repaid and the facility was terminated prior to 31st December 2009.

Prior year disposals

In 2008, the Group disposed of Barclays Life Assurance Limited. There were no material disposals in 2007.

Note

a
	~~2008~~ £m
~~Total disposal~~Net cash consideration	~~762~~
~~Costs associated with disposal~~	~~(33~~	)
~~Net assets disposed~~	~~(403~~	)
~~Profit on disposal~~ received from the sale of ~~subsidiaries~~	~~326~~

~~Total disposal consideration~~	~~762~~
~~Costs associated with disposal~~	(7	)
~~Repayment~~BGI, excluding the effect of ~~loan on disposal~~	~~(386~~	)
~~Cash and~~hedging, cash ~~equivalents~~balances disposed of	~~(131~~	)
~~Disposal of subsidiaries, net of cash disposed~~	~~238~~

~~Cash received in respect of disposal of ownership in BGI UK Holdings Limited through the exercise of options under the BGI EOP scheme~~	19
~~Decrease in investment in subsidiaries~~	19	and transaction costs paid, was £2,469m.

~~234~~ 226

~~Barclays~~

~~Annual Report 2008~~

~~39 Acquisitions~~

~~The Group made the following material acquisitions in 2008:~~

Acquisition
date
   Gains on
acquisitions
£m    Goodwill
£m
Lehman Brothers North American businesses
   (a)    22nd September 2008    2,262    –
Macquarie Bank Limited residential mortgage businesses
   (b)    6th November 2008    52    –
Goldfish credit card UK businesses
   (b)    31st March 2008    92    –
Expobank (100% of ordinary shares)
   (c)    1st July 2008    –    243
Gains on acquisitions
         2,406

~~(a) Lehman Brothers North American businesses~~

~~On 22nd September 2008, the Group completed the acquisition of Lehman Brothers North American businesses.~~

~~The assets and liabilities of Lehman Brothers North American businesses after the acquisition, details of the purchase price and the gain on acquisition arising were as follows:~~


	~~Fair~~ ~~values~~ £m

~~Assets~~
~~Cash and balances at central banks~~	~~861~~
~~Trading portfolio assets~~	~~23,837~~
~~Loans and advances to customers~~	~~3,642~~
~~Available-for-sale financial investments~~	~~1,948~~
~~Other assets~~	41
~~Intangible assets~~^a	~~888~~
~~Property, plant and equipment~~	~~886~~
~~Deferred tax asset~~	~~229~~

~~Total assets~~	~~32,332~~

~~Liabilities~~
~~Customer accounts~~	~~2,459~~
~~Derivative financial instruments~~	~~599~~
~~Repurchase agreements and cash collateral on securities lent~~	~~24,409~~
~~Other liabilities~~	~~1,049~~
~~Deferred tax liabilities~~	~~517~~

~~Total liabilities~~	~~29,033~~
~~Net assets acquired (excludes Obligation to be settled in shares)~~	~~3,299~~
~~Obligation to be settled in shares~~^b	~~(163~~	)

~~Acquisition cost~~
~~Cash paid~~	~~834~~
~~Attributable costs~~	40

~~Total consideration~~	~~874~~

~~Gain on acquisition~~	~~2,262~~

The acquired assets and liabilities summarised in the table above do not represent the entire balance sheet of Lehman Brothers North American businesses, or of discrete business lines within those operations. For this reason it is not practical to reliably determine the carrying amount of the assets and liabilities in the pre-acquisition books and records of Lehman Brothers.

~~Notes~~

a	~~Intangible assets included an amount of £636m relating to customer lists.~~

Under the terms of the acquisition, the Group assumed an obligation to make payments to employees of the acquired business in respect of their pre-acquisition service provided to Lehman Brothers. This amount represents the equity-settled portion of that obligation and is recognised as a component of shareholders’ equity.

~~Barclays~~

~~Annual Report 2008~~

~~235~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

39 ~~Acquisitions (continued)~~Discontinued operations

Certain assets were received subsequent to the acquisition date, since it was first necessary to agree their status as assets of the Group with the relevant regulators, custodians, trustees, exchanges and bankruptcy courts. Such assets were initially classified within loans and advances. Once they were received, the related receivable was derecognised and the resulting asset recognised within the appropriate balance sheet category. In the table such assets are classified accordingly.

The initial accounting for the acquisition has been determined only provisionally. Any revisions to fair values that result from the conclusion of the acquisition process with respect to assets not yet received by the Group will be recognised as an adjustment to the initial accounting. Any such revisions must be effected within 12 months of the acquisition date and would result in a restatement of the 2008 income statement and balance sheet.

~~The excess of the fair value of net assets acquired over consideration paid resulted in £2,262m of gain on acquisition.~~

~~It is impracticable to disclose the profit or loss of the acquired Lehman Brothers North American businesses since the acquisition date. The acquired~~disposed BGI business has been ~~integrated into~~treated as a discontinued operation, the ~~corresponding existing business lines~~results of which are set out below. For the year ended 31st December 2009 the results are for the 11 month period up to the date of disposal.


	2009 £m		2008 £m		2007 £m
Net interest income	33		–		12
Net fee and commission income	1,759		1,916		1,937
Net trading income/(loss)	67		(10	)	5
Other income	4		10		2
Total income	1,863		1,916		1,956
Operating expenses excluding amortisation of intangible assets	(1,123	)	(960	)	(1,095	)
Amortisation of intangible assets	(14	)	(15	)	(8	)
Operating expenses	(1,137	)	(975	)	(1,103	)
Profit before tax from discontinued operations	726		941		853
Tax on discontinued operations	(237	)	(337	)	(282	)
Profit after tax from discontinued operations	489		604		571
Profit on disposal of discontinued operations^a	6,331		–		–
Tax on disposal	(43	)	–		–
Net profit on the disposal of the discontinued operation	6,288		–		–
Profit after tax from discontinued operations, including gain on disposal	6,777		604		571

Other comprehensive income relating to discontinued operations is as follows:


	2009 £m		2008 £m		2007 £m
Available for sale assets	10		(9	)	1
Currency translation reserve	(85	)	133		11
Tax relating to components of other comprehensive income	17		(10	)	14
Other comprehensive income, net of tax, from discontinued operations	(58	)	114		26

The cash flows attributable to the discontinued operations were as follows:


	2009 £m		2008 £m		2007 £m
Cash flows from discontinued operations
Net cash flows from operating activities	333		524		773
Net cash flows from investing activities	(25	)	(93	)	(248	)
Net cash flows from financing activities	(550	)	(362	)	(429	)
Effects of exchange rates on cash and cash equivalents	(134	)	217		(13	)
Net cash flows from discontinued operations	(376	)	286		83

Notes

a	Details of the profit on disposal are shown in Note 38.


				227

LOGO

40 Acquisition of subsidiaries

a) Crescent Real Estate

On 19th November 2009, Barclays formed Crescent Real Estate Holdings LLC a joint venture with Goff Capital, Inc., to assume 99.7% ownership of Crescent Real Estate Equities Limited partnership (Crescent) following the completion of a debt restructuring transaction. Crescent is a real estate investment company that owns and ~~there is no reliable basis~~manages office space, as well as investments in resort residential developments and luxury hotels across the US. These properties are accounted for ~~allocating post-acquisition~~as investment properties.

The assets and liabilities of Crescent at acquisition were as follows:


	Carrying value pre- acquisition £m		Fair value adjustments £m		Fair values £m
Assets
Loans and advances to customers	85		–		85
Investment in associates and joint ventures	132		(45	)	87
Property, plant and equipment	879		69		948
Other assets	154		(2	)	152
Total assets	1,250		22		1,272
Liabilities
Deposits from banks	(170	)	–		(170	)
Other liabilities	(102	)	3		(99	)
Total liabilities	(272	)	3		(269	)
Net assets	978		25		1,003
Group share of net assets acquired	978		25		1,003

Acquisition cost
Loans					1,003
Total consideration					1,003

No goodwill arose on acquisition.

The results ~~between~~of Crescent’s operations have been included from 19th November 2009 and did not materially contribute to the ~~acquirer and the acquiree. Similarly, it~~consolidated profit before tax. It is impracticable to disclose the revenue and profit or loss of the combined entity as though the acquisition date had been 1st January 2008. Only parts of Lehman Brothers US and Canadian businesses, and specified assets and liabilities, were acquired. There is no reliable basis for identifying the proportion of the pre-acquisition results of Lehman Brothers that relates to the business acquired by the Group.2009.

~~(b) Macquarie Bank Limited Italian residential mortgage businesses and Goldfish credit card UK businesses~~

~~On 6th November 2008, the Group purchased the Italian residential mortgage businesses of Macquarie Bank Limited.~~

~~On 31st March 2008, the Group completed the acquisition of Discover’s UK credit card businesses, Goldfish.~~

The assets and liabilities of Macquarie Bank Limited Italian residential mortgage businesses and Goldfish credit card UK businesses before and after the acquisition, details of the purchase price and gains on acquisitions arising were as follows:

      Macquarie Bank businesses    Goldfish credit card UK businesses
      Carrying value
pre-acquisition
£m    Fair value
adjustments
£m Fair
values
£m    Carrying value
pre-acquisition
£m    Fair value
adjustments
£m Fair
values
£m
Assets

Cash and balances at central banks
   3    – 3    172    – 172
Loans and advances to banks
   –    – –    8    – 8
Loans and advances to customers
   833    (20 ) 813    1,900    (34 ) 1,866
Other assets
   –    – –    39    (1 ) 38
Intangible assets
   –    – –    –    32 32
Property, plant and equipment
   1    – 1    39    1 40
Deferred tax asset
   –    – –    –    12 12
Total assets
   837    (20) 817    2,158    10 2,168
Liabilities

Long- and short-term borrowings
   –    – –    1,974    – 1,974
Other liabilities
   –    – –    55    – 55
Deferred tax liabilities
   –    – –    –    9 9
Total liabilities
   –    – –    2,029    9 2,038
Net assets acquired
   837    (20) 817    129    1 130
Acquisition cost

Cash paid
      765       35
Attributable costs
      –       3
Total consideration
      765       38
Gains on acquisitions
      52       92

The contribution to the consolidated profit before tax of the acquired businesses in the table above for the period from the acquisition date to 31st December 2008 is £1m loss for Macquarie Bank Limited businesses and £40m profit for the Goldfish credit card UK businesses.

The excess remaining after the reassessment of the acquirees’ identifiable assets, liabilities and contingent liabilities which has been recognised within the consolidated income statement as a gain on acquisition is £52m for Macquarie Bank Limited businesses and £92m for Goldfish credit card UK businesses.

~~236~~ 228

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

~~39 Acquisitions (continued)~~40 Acquisition of subsidiariescontinued

~~(c) Expobank~~b) Other acquisitions

Other acquisitions made by the Group during the year included 100% of PT Bank Akita on 1st February 2009 and 100% of the Portuguese credit card business of Citibank International PLC on 1st December 2009.

The Group increased its share in Abseq Properties (Pty) Ltd (previously accounted for as an associate) to 85% on 30th January 2009. On ~~1st July 2008,~~6th April 2009, the Group acquired 100% of ~~the ordinary shares~~Care Principles as part of ~~Expobank,~~ a ~~Russian bank.~~debt restructuring transaction.

~~The assets and liabilities~~None of ~~the Russian bank, Expobank before and after the acquisition, details~~these acquisitions were individually material.

Details of ~~the purchase price and the goodwill arising were as follows:~~

Carrying value
pre-acquisition
£m
   Fair value
adjustments
£m    Fair
values
£m
Assets

Cash and balances at central banks
   73    –    73
Trading portfolio assets
   52    –    52
Loans and advances to customers
   446    5    451
Other assets
   9    –    9
Intangible assets
   –    45    45
Property, plant and equipment
   28    –    28
Total assets
   608    50    658
Liabilities

Deposits from banks
   71    –    71
Customer accounts
   318    –    318
Debt securities in issue
   103    –    103
Other liabilities
   16    –    16
Total liabilities
   508    –    508
Net assets acquired
   100    50    150
Goodwill
         243
Total
         393
Acquisition cost

Cash paid
         386
Attributable costs
         7
Total consideration
         393

~~The excess of proceeds over~~ the net assets acquired ~~has generated goodwill of £243m~~ and ~~is attributable to~~ the ~~operational synergies and earnings potential expected to be realised over the longer term.~~

consideration paid are set out in aggregate below. The results of ~~the business’s~~their operations have been included from ~~1st July 2008~~the dates acquired and contributed ~~£13m~~a loss of £17m to the consolidated profit before tax.


	Carrying value pre- acquisition £m		Fair value adjustments £m		Other adjustments £m		Fair values £m
Assets
Loans and advances to customers	598		(9	)	–		589
Investments in associates and joint ventures	3		–		–		3
Intangible assets	–		75		16		91
Property, plant and equipment	201		5		–		206
Other assets	38		–		–		38
Total assets	840		71		16		927
Liabilities
Deposits from banks	(806	)	45		117		(644	)
Customer accounts	(48	)	–		–		(48	)
Derivative financial instruments	–		(32	)	19		(13	)
Deferred tax liabilities	(14	)	(26	)	–		(40	)
Other liabilities	(111	)	18		(2	)	(95	)
Total liabilities	(979	)	5		134		(840	)
Net assets acquired	(139	)	76		150		87
Group share of net assets acquired							66
Acquisition cost
Cash Paid							24
Deferred consideration							19
Attributable costs							4
Total consideration							47
Goodwill							7
Gain on acquisition							26

Cash outflows in respect of acquisitions

The aggregate net outflow of cash from the acquisition of the above Group entities was £28m, representing cash consideration and attributable costs.

Prior year acquisitions

The initial accounting for the 2008 acquisition of the North American businesses of Lehman Brothers was completed on 22nd September 2009. There were no revisions to the initial accounting disclosed in the 2008 financial statements. Approximately £2.3bn of the assets acquired as part of the acquisition had not been received by 31st December 2009, approximately £1.8bn of which were recognised as part of the accounting for the acquisition and are included in the balance sheet as at 31st December 2009. Ongoing legal proceedings related to the acquisition, including in respect of assets not yet received, are discussed in Note 35.

In addition, in 2008 the Group acquired Macquarie Bank Limited’s residential mortgage businesses, Goldfish credit card UK businesses and ~~entities was as follows:~~100% of the ordinary shares of Expobank.

In 2007, the Group acquired 100% of the ordinary shares of each of Indexchange Investment AG, Equifirst Corporation and Walbrook Group Limited.


	~~2008~~ £m
~~Cash consideration on acquisitions~~	~~2,070~~
~~Cash and cash equivalents acquired~~	~~(1,109~~	)

~~Cash outflow on acquisition~~	~~961~~

~~Cash paid in respect of acquisition of shares in Barclays Global Investors UK Holdings Limited~~	~~157~~

~~Increase in investment in subsidiaries~~	~~157~~	229

~~Barclays~~

~~Annual Report 2008~~

~~237~~

LOGO

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

4041 Investment in subsidiaries

The investment in Barclays Bank PLC is stated inon the balance sheet of Barclays PLC at a cost of ~~£15,340m (2007: £10,186m)~~£20,215m (2008: £15,340m). The increase of ~~£5,154m (2007: £1,545m)~~£4,875m (2008: £5,154m) during the year represents the cost of additional shares of ~~£16m (2007: £111m)~~£25m (2008: £16m), capital contributions of ~~£4,362m (2007: £1,434m),~~£800m (2008: £4,362m) and a non-cash capital contribution of ~~£776m.~~

~~The investment in Barclays Investments (Netherlands) N.V. was liquidated in September 2008. The investment was stated in the balance sheet of Barclays PLC at a cost of £205m in 2007.~~

~~The investment in Odysseus Jersey (No. 1) Limited was liquidated in September 2008. The investment was stated in the balance sheet of Barclays PLC at a cost of £0.1m in 2007.~~£4,050m (2008: £776m).

41 Principal subsidiaries


Country of registration or incorporation	Company name	Nature of business	Percentage of equity capital held %

Botswana	Barclays Bank of Botswana Limited	Banking	~~74.9~~67.8
Egypt	Barclays Bank Egypt SAE	Banking	100
England	Barclays Bank PLC	Banking, holding company	100	*
England	Barclays Mercantile Business Finance Limited	Loans and advances including leases to customers	100	*
England	Barclays ~~Global Investors UK Holdings~~Bank Trust Company Limited	~~Holding company~~ Banking, securities industries and trust services	~~95.5~~100	*
England	Barclays ~~Global Investors~~Stockbrokers Limited	~~Investment management~~ Stockbroking	~~95.5~~100	*
England	Barclays ~~Bank Trust Company~~Capital Securities Limited	~~Banking, securities industries and trust services~~ Securities dealing	100	*
England	~~Barclays Stockbrokers Limited~~	~~Stockbroking~~	~~100~~	*
~~England~~	~~Barclays Capital Securities Limited~~	~~Securities dealing~~	~~100~~	*
~~England~~	~~Barclays Global Investors Pensions Management Limited~~	~~Investment management~~	~~95.5~~	*
~~England~~	FIRSTPLUS Financial Group PLC	Secured loan provider	100
England	Gerrard Investment Management Limited	Investment management	100	*
Ghana	Barclays Bank of Ghana Limited	Banking	100
Ireland	Barclays Insurance (Dublin) Limited	Insurance provider	100	*
Ireland	Barclays Assurance (Dublin) Limited	Insurance provider	100	*
Isle of Man	Barclays Private Clients International Limited^a	Banking	100	*
Japan	Barclays Capital Japan Limited	Securities dealing	100	*
Jersey	Barclays Private Bank & Trust Limited	Banking, trust company	100	*
Kenya	Barclays Bank of Kenya Limited	Banking	68.5
Russia	Barclays Bank LLC	Banking	100	*
South Africa	Absa Group Limited	Banking	~~58.6~~55.5
Spain	Barclays Bank SA	Banking	99.7
Switzerland	Barclays Bank (Suisse) S.A.	Banking and trust services	100
USA	Barclays Capital Inc.	Securities dealing	100	*
USA	Barclays Financial Corporation	Holding company for US credit card issuer	100	*
USA	Barclays ~~Global Investors, National Association~~ Group US Inc.	~~Investment management and securities industry~~	~~95.5~~	*
~~USA~~	~~Barclays Group USA Inc.~~	Holding company	100
Zimbabwe	Barclays Bank of Zimbabwe Limited	Banking	~~67.8~~67.7	*

In accordance with Section ~~231(5)~~410(2)(a) of the Companies Act ~~1985,~~2006, the above information is provided solely in relation to principal subsidiaries.

The country of registration or incorporation is also the principal area of operation of each of the above subsidiaries. Investments in these subsidiaries are held directly by Barclays Bank PLC except where ~~marked *.~~marked*.

Full information of all subsidiaries will be included in the Annual Return to be filed at UK Companies House.

~~Note~~

a	~~BBPLC is the beneficial owner of 38.1% of shares and Barclays Holdings (Isle of Man) Limited is the beneficial owner of 61.9% of shares.~~

~~238~~

~~Barclays~~

~~Annual Report 2008~~

~~42 Other entities~~Entities in which the Group holds less than half the voting rights

There are a number of entities ~~that do not qualify as subsidiaries under UK Law but~~in which the Group holds less than half the voting rights which are consolidated when the substance of the relationship between the Group and the entity ~~(usually a Special Purpose Entity (SPE))~~ indicates that the entity is controlled by the Group. Such entities are deemed to be controlled by the Group when relationships with such entities ~~gives~~give rise to benefits that are in substance no different from those that would arise were the entity a subsidiary.

The consolidation of such entities may be appropriate in a number of situations, but primarily when:

–

the operating and financial policies of the entity are closely defined from the outset (i.e. it operates on an ‘autopilot’ basis) with such policies being largely determined by the Group;

–

the Group has rights to obtain the majority of the benefits of the entity and/or retains the majority of the residual or ownership risks related to the entity; or

–

the activities of the entity are being conducted largely on behalf of the Group according to its specific business objectives.

Such entities are created for a variety of purposes including securitisation, structuring, asset realisation, intermediation and management.

Subsidiaries with a different reporting date from that of the Parent of 31st December

Entities may have a different reporting date from that of the ~~parent~~Parent of 31st December. Dates may differ for a variety of reasons including local reporting regulations or tax laws. In accordance with our accounting policies, for the purpose of inclusion in the consolidated financial statements of Barclays PLC, entities with different reporting dates are made up until 31st December.

~~Entities may have restrictions placed on their ability to transfer funds, including payment of dividends and repayment of loans, to their parent entity. Reasons for the restrictions include:~~

–
230		~~Central bank restrictions relating to local exchange control laws.~~

–

~~Central bank capital adequacy requirements.~~

Notes to the accounts

For the year ended 31st December 2009

continued

–

~~Company law restrictions relating to treatment of the entities as going concerns.~~

41 Investment in subsidiariescontinued

Entities where the Group’s interest exceeds 50% which are excluded from consolidation

Although the Group’s interest in the equity voting rights in certain entities exceeds 50%, or it may have the power to appoint a majority of their Boards of Directors, they are excluded from consolidation because the Group either ~~does not~~cannot direct the financial and operating policies of these entities, or on the grounds that another entity has a superior economic interest in them. Consequently, these entities are not deemed to be controlled by Barclays.

The table below includes information in relation to such entities as required by the Companies Act ~~1985,~~2006 Section ~~231(5)~~410(2)(b).

Country of registration
    or incorporation
   Name
Percentage of
ordinary share
capital held
%
   Equity
share-
holders’
funds
£m Retained
loss for
the year
£m
UK

Oak Dedicated Limited
   100    (4 ) (1 )
UK

Oak Dedicated Two Limited
   100    (4 ) –
UK

Oak Dedicated Three Limited
   100    1 –
UK

Fitzroy Finance Limited
   100    – –
Cayman Islands

St James Fleet Investments Two Limited
   100    2 –
Cayman Islands

BNY BT NewCo Limited
   –    – –

~~Barclays~~

~~Annual Report 2008~~

~~239~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~


Country of registration or incorporation	Name	Percentage of ordinary share capital held %	Equity share- holders’ funds £m	Retained loss for the year £m
UK	Fitzroy Finance Limited	100	–	–
Cayman Islands	Palomino Limited	100	1	–

4342 Related party transactions and Directors’ remuneration

~~(a)~~a) Related party transactions

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operation decisions, or one other party controls both. The definition includes subsidiaries, associates, joint ventures and the Group’s pension schemes, as well as other persons.

Subsidiaries

Transactions between Barclays PLC and subsidiaries also meet the definition of related party transactions. Where these are eliminated on consolidation, they are not disclosed in the Group financial statements. Transactions between Barclays PLC and its subsidiary, Barclays Bank PLC are fully disclosed ~~directly~~ in its balance sheet and income statement. A list of the Group’s principal subsidiaries is shown in Note 41.

Associates, joint ventures and other entities

The Group provides banking services to its associates, joint ventures, the Group pension funds (principally the UK Retirement Fund) and to entities under common directorships, providing loans, overdrafts, interest and non-interest bearing deposits and current accounts to these entities as well as other services. Group companies ~~principally within Barclays Global Investors,~~ also provide investment management and custodian services to the Group pension schemes. The Group also provides banking services for unit trusts and investment funds managed by Group companies and are not individually material. All of these transactions are conducted on the same terms as third-party transactions.

Entities under common directorships

The Group enters into normal commercial relationships with entities for which members of the Group’s Board also serve as Directors. The amounts included in the Group’s financial statements relating to such entities that are not publicly listed are shown in the table opposite under Entities under common directorships.


				231

LOGO

42 Related party transactions and Directors’ remunerationcontinued

Amounts included in the accounts, in aggregate, by category of related party entity are as follows:


	For the year ended and as at 31st December 2008
	Associates £m		Joint ventures £m		Entities under common directorships £m	Pension funds unit trusts and investment funds £m		Total £m		Associates £m		Joint ventures £m		Entities under common directorships £m	Pension funds, unit trusts and investment funds £m	Total £m

For the year ended and as at 31st December 2009
Income statement:
Interest received	–		105		3	–		108		3		90		7	–	100
Interest paid	–		(73	)	–	–		(73	)	–		(18	)	–	–	(18	)
Fees received for services rendered (including investment management and custody and commissions)	–		15		–	5		20		10		9		–	6	25
Fees paid for services provided	(44	)	(146	)	–	–		(190	)	(47	)	(113	)	–	–	(160	)
Principal transactions	8		59		60	(25	)	102		(11	)	(35	)	6	–	(40	)
Impairment										(2	)	(5	)	–	–	(7	)

Assets:
Loans and advances to banks and customers	110		954		34	–		1,098		144		1,145		192	–	1,481
Derivative transactions	–		9		311	15		335		3		8		48	–	59
Other assets	67		276		–	3		346		76		193		–	–	269

Liabilities:
Deposits from banks	–		592		–	–		592		–		654		–	–	654
Customer accounts	–		167		74	10		251		54		252		29	23	358
Derivative transactions	–		–		111	41		152		–		3		10	–	13
Other liabilities	3		18		–	28		49		2		22		–	23	47


	Associates £m		Joint ventures £m		Entities under common directorships £m	Pension funds, unit trusts and investment funds £m		Total £m
For the year ended and as at 31st December 2008
Income statement:
Interest received	–		105		3	–		108
Interest paid	–		(73	)	–	–		(73	)
Fees received for services rendered (including investment management and custody and commissions)	–		15		–	5		20
Fees paid for services provided	(44	)	(146	)	–	–		(190	)
Principal transactions	8		59		60	(25	)	102

Assets:
Loans and advances to banks and customers	110		954		34	–		1,098
Derivative transactions	–		9		311	15		335
Other assets	67		276		–	3		346

Liabilities:
Deposits from banks	–		592		–	–		592
Customer accounts	–		167		74	10		251
Derivative transactions	–		–		111	41		152
Other liabilities	3		18		–	28		49


	Associates £m		Joint ventures £m		Entities under common directorships £m		Pension funds, unit trusts and investment funds £m	Total £m
For the year ended and as at 31st December 2007
Income statement:
Interest received	5		88		1		–	94
Interest paid	(1	)	(58	)	(1	)	–	(60	)
Fees received for services rendered (including investment management and custody and commissions)	1		34		–		26	61
Fees paid for services provided	(52	)	(78	)	–		–	(130	)
Principal transactions	(27	)	45		(16	)	–	2

Assets:
Loans and advances to banks and customers	142		1,285		40		–	1,467
Derivative transactions	–		4		36		–	40
Other assets	213		106		–		14	333

Liabilities:
Deposits from banks	11		–		–		–	11
Customer accounts	–		61		33		12	106
Derivative transactions	–		10		50		–	60
Other liabilities	4		125		–		–	129

~~240~~ 232

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

4342 Related party transactions and Directors’ remuneration ~~(continued)~~continued

      For the year ended and as at 31st December 2007^a
      Associates
£m Joint
ventures
£m
Entities
under
common
directorships
£m

Pension
funds unit
trusts and
investment
funds
£m
   Total
£m
Income statement:

Interest received
   5 88 1 –    94
Interest paid
   (1 ) (58 ) (1 ) –    (60 )
Fees received for services rendered (including investment management and custody and commissions)    1 34 – 26    61
Fees paid for services provided
   (52 ) (78 ) – –    (130 )
Principal transactions
   (27 ) 45 (16 ) –    2
Assets:

Loans and advances to banks and customers
   142 1,285 40 –    1,467
Derivative transactions
   – 4 36 –    40
Other assets
   213 106 – 14    333
Liabilities:

Deposits from banks
   11 – – –    11
Customer accounts
   – 61 33 12    106
Derivative transactions
   – 10 50 –    60
Other liabilities
   4 125 – –    129

      For the year ended and as at 31st December 2006^a
      Associates
£m Joint
ventures
£m Entities
under
common
directorships
£m
Pension
funds unit
trusts and
investment
funds
£m
Total
£m
Income statement:

Interest received
   45 38 – 2 85
Interest paid
   (31 ) (57 ) – – (88 )
Fees received for services rendered (including investment management and custody and commissions)    14 7 – 28 49
Fees paid for services provided
   (115 ) (51 ) – (1 ) (167 )
Principal transactions
   3 – (2 ) – 1
Assets:

Loans and advances to banks and customers
   784 146 65 – 995
Derivative transactions
   – – – – –
Other assets
   19 3 – 17 39
Liabilities:

Deposits from banks
   9 – – 3 12
Customer accounts
   19 18 5 34 76
Derivative transactions
   – – 2 – 2
Other liabilities
   13 8 – – 21

No guarantees, pledges or commitments have been given or received in respect of these transactions in 2009, 2008 ~~2007~~ or ~~2006.~~2007.

Derivatives transacted on behalf of the Pensions Funds Unit Trusts and Investment Funds amounted to £192m (2008: £318m, ~~(2007: £22m, 2006: £1,209m)~~2007: £22m).

In 2008 Barclays paid £12m (2007: £18m) of its charitable donations through the Charities Aid Foundation, a registered charitable organisation, in which a Director of the Company iswas a Trustee.

~~Note~~

a	~~The amounts reported in prior periods have been restated to reflect new related parties.~~

~~Barclays~~

~~Annual Report 2008~~

~~241~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

~~43 Related party transactions and Directors’ remuneration (continued)~~ In 2009, following personnel changes, Charities Aid Foundation is not a related party.

Key Management Personnel

The Group’s Key Management Personnel, and persons connected with them, are also considered to be related parties for disclosure purposes. Key Management Personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of Barclays PLC (directly or indirectly) and comprise the Directors of Barclays PLC and the Officers of the Group, certain direct reports of the Group Chief Executive and the heads of major business units.

In the ordinary course of business, the Bank makes loans to companies where a Director or other member of Key Management Personnel (or any connected person) is also a Director or other member of Key Management Personnel (or any connected person) of Barclays.

There were no material related party transactions with ~~companies~~Entities under common directorship where a Director or other member of Key Management Personnel (or any connected person) is also a Director or other member of Key Management Personnel (or any connected person) of Barclays.

The Group provides banking services to Directors and other Key Management Personnel and persons connected to them. Transactions during the year and the balances outstanding at 31st December ~~2008~~2009 were as follows:

      Directors, other Key
Management Personnel
and connected persons
   2008
£m
2007
£m
2006
£m

Loans outstanding at 1st January
   7.4 7.8 7.4
Loans issued during the year
   6.9 2.7 2.7
Loan repayments during the year
   (5.5 ) (3.2 ) (2.3 )
Loans outstanding at 31st December
   8.8 7.3 7.8
Interest income earned
   0.4 0.4 0.3

No allowances for impairment were recognised in respect of loans to Directors or other members of Key Management Personnel (or any connected person) in 2008, 2007 or 2006.


      2008
£m 2007
£m 2006
£m
Deposits outstanding at 1st January
   8.9 15.0 4.7
Deposits received during the year
   235.7 114.4 105.2
Deposits repaid during the year
   (221.9 ) (115.0 ) (94.8 )
Deposits outstanding at 31st December
   22.7 14.4 15.1
Interest expense on deposits
   0.5 0.6 0.2


	Directors, other Key Management Personnel and connected persons
	2009 £m		2008 £m		2007 £m
Loans outstanding at 1st January	7.3		7.4		7.8
Loans issued during the year	1.9		6.9		2.7
Loan repayments during the year	(1.6	)	(5.5	)	(3.2	)
Loans outstanding at 31st December	7.6		8.8		7.3

Interest income earned	0.1		0.4		0.4

No allowances for impairment were recognised in respect of loans to Directors or other members of Key Management Personnel (or any connected person) in 2009, 2008 or 2007.


	2009 £m		2008 £m		2007 £m
Deposits outstanding at 1st January	28.7		8.9		15.0
Deposits received during the year	160.0		235.7		114.4
Deposits repaid during the year	(158.0	)	(221.9	)	(115.0	)
Deposits outstanding at 31st December	30.7		22.7		14.4

Interest expense on deposits	0.1		0.5		0.6

During 2009 the membership of the Group Executive Committee increased. These additional persons became Officers of the Group and as such are included in Key Management Personnel for 2009, but not 2008.

Of the loans outstanding above, £0.1m (2008: £1.6m, ~~(2007: £nil, 2006:~~2007: £nil) relates to Directors and other Key Management Personnel (and persons connected to them) that left the Group during the year. Of the deposits outstanding above, £3.7m (2008: £6.1m, ~~(2007: £2.8m, 2006: £0.1m)~~2007: £2.8m) related to Directors and other Key Management Personnel (and persons connected to them) that left the Group during the year. The amounts disclosed as at 1st January includes deposits outstanding for those who became Directors or Key Management Personnel during the year.

All loans ~~are provided on normal commercial terms~~ to Directors and other Key Management Personnel (and persons connected to them), ~~with the exception of £692 of loans which are provided on an interest free basis.~~

The loans of £692 provided on an interest free basis relate to the granting of loans to one non-Director member of Barclays key management to purchase commuter rail tickets. The commuter rail ticket loans are still provided to all Barclays staff members upon request on the same terms.

~~All loans to Directors and other key management personnel~~ (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other persons and (c) did not involve more than a normal risk of collectability or present other unfavourable ~~features.~~features; with the exception of £692 provided on an interest free basis.

A loan of £692 provided on an interest free basis was granted to one non-Director member of Barclays Key Management to purchase a commuter rail ticket. The maximum loan outstanding during the year was £692. Commuter rail ticket loans are provided to all Barclays staff members upon request on the same terms.

~~242~~

~~Barclays~~

~~Annual Report 2008~~

233

4342 Related party transactions and Directors’ remuneration~~(continued)~~continued

Remuneration of Directors and other Key Management Personnel


	Directors, other Key Management Personnel and connected persons			Directors, other Key Management Personnel and connected persons
	2008 £m	2007 £m	2006 £m	2009 £m	2008 £m	2007 £m
Salaries and other short-term benefits	10.7	23.7	34.2	8.6	10.7	23.7
Pension costs	0.9	1.1	0.8	0.7	0.9	1.1
Other long-term benefits	1.6	9.2	9.3	2.5	1.6	9.2
Termination benefits	–	–	1.4
Share-based payments	11.8	31.7	27.2	15.8	11.8	31.7
Employer social security charges on emoluments	2.7	7.8	10.0	2.9	2.7	7.8
	27.7	73.5	82.9	30.5	27.7	73.5

~~(b)~~b) Disclosure required by the Companies Act ~~1985~~2006

The following information is presented in accordance with the Companies Act ~~1985:~~2006:

Directors’ remuneration


	2008 £m	2007 £m	2009 £m	2008 £m
Aggregate emoluments	6.0	29.2	8.8	6.0
Gains made on the exercise of share options	–	0.3	8.9	–
Amounts paid under long-term incentive schemes	7.4	–	–	7.4
Actual pension contributions to money purchase scheme (2008: one Director, £11,745 and 2007: one Director, £10,233)	–	–
Notional pension contributions to money purchase scheme (2008: no Directors and 2007: no Directors)	–	–
	13.4	29.5	17.7	13.4

Actual pension contributions of £18,786 were paid to money purchase schemes on behalf of one Director (2008: £11,745, one Director). Notional pension contributions to money purchase schemes were £nil (2008: £nil).

As at 31st December ~~2008,~~2009, two Directors were accruing retirement benefits under a defined benefit scheme ~~(2007: three~~(2008: two Directors).

One Director (Frits Seegers) agreed to waive his fees as non-executive Director of Absa Group Limited and Absa Bank Limited. The fees for 2009 were ZAR 0.1m (£0.01m). The fees for 2008 were ZAR 0.4m (£0.03m). ~~The fees for 2007 were ZAR 0.5m (£0.03m).~~ In both ~~2007~~2008 and ~~2008~~2009 the fees were paid to Barclays.

Directors’ and Officers’ shareholdings and options

The beneficial ownership of the ordinary share capital of Barclays PLC by all Directors and Officers of Barclays PLC (involving 2023 persons) and Barclays Bank PLC (involving 2124 persons) at 31st December ~~2008~~2009 amounted ~~to 8,036,962~~20,000,820 ordinary shares of 25p each ~~(0.10%~~(0.18% of the ordinary share capital outstanding) and ~~8,037,498~~20,008,541 ordinary shares of 25p each ~~(0.10%~~(0.18% of the ordinary share capital outstanding), respectively.

~~Executive~~ Directors and Officers of Barclays PLC ~~as a group~~held in total (involving 812 persons) ~~held,~~ at 31st December ~~2008,~~2009, options to purchase ~~2,185,380~~3,279,642 Barclays PLC ordinary shares of 25p each at prices ranging from 255p to ~~510p~~470p under Sharesave ~~and at 397p under the Executive Share Option Scheme~~ and ranging from 317p to ~~534p~~520p under the Incentive Share Option Plan, respectively.

~~Contracts with Directors (and their connected persons) and Managers~~

~~The aggregate amounts outstanding at~~


234

Notes to the accounts

For the year ended 31st December ~~2008 under~~2009

continued

42 Related party transactions ~~arrangements~~ and ~~agreements made by banking companies within the Group for persons who are, or were during the year,~~Directors’ remunerationcontinued

Advances and credit to Directors and guarantees on behalf of ~~Barclays PLC and persons connected~~Directors

In accordance with ~~them, as defined in~~Section 413 of the Companies Act 2006 and ~~for Managers, within the meaning~~in relation to those who served as Directors of the ~~Financial Services~~Company at any time in the financial year, the total amount of advances and ~~Markets Act 2000,~~credits at 31st December 2009 was £1.8m (2008: £0.8m). The total amount of ~~Barclays Bank PLC were:~~guarantees on behalf of Directors at 31st December 2009 was £nil (2008: £nil).

Number of
Directors or
Managers
   Number of
connected
persons    Amount
£m

Directors

Loans
   1    1    6.1
Quasi-loans and credit card accounts
   8    1    –
Managers
Loans
   3    n/a    14.0
Quasi-loans and credit card accounts
   7    n/a    –

~~(c)~~c) US disclosures

For US disclosure purposes, the aggregate emoluments of all Directors and Officers of Barclays PLC who held office during the year ~~(2008:~~(2009: 28 persons, 2008: 24 persons, 2007: 22 ~~persons, 2006: 24~~ persons) for the year ended 31st December ~~2008~~2009 amounted to £29.8m (2008: £26.8m, ~~(2007: £64.6m, 2006: £72.1m)~~2007: £64.6m). In addition, the aggregate amount set aside for the year ended 31st December ~~2008,~~2009, to provide pension benefits for the Directors and Officers amounted to £0.7m (2008: £0.9m, ~~(2007: £1.1m, 2006: £0.8m)~~2007: £1.1m). The aggregate emoluments of all Directors and Officers of Barclays Bank PLC who held office during the year ~~(2008:~~(2009: 29 persons, 2008: 25 persons, 2007: 23 ~~persons, 2006: 25~~ persons) for the year ended 31st December ~~2008~~2009 amounted to £30.1m (2008: £26.9m ~~(2007: £64.9m~~ and ~~2006: £72.2m)~~2007: £64.9m). In addition, the aggregate amount set aside by the Bank and its subsidiaries for the year ended 31st December ~~2008,~~2009, to provide pension benefits for the Directors and Officers amounted to £0.7m (2008: £0.9m, ~~(2007: £1.1m, 2006: £0.8m)~~2007: £1.1m).

~~Barclays~~

~~Annual Report 2008~~

~~243~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

4443 Events after the balance sheet date

On ~~2nd February~~1st January 2010, the Group acquired 100% ownership of Standard Life Bank Plc for a consideration of £227m in cash. The assets acquired include a savings book of approximately £5.8bn, and a mortgage book with outstanding balances of approximately £7.5bn.

As announced on 3rd November 2009, ~~Barclays completed~~ the ~~acquisition of PT Bank Akita,~~Group has made changes to its business structure, which ~~was announced initially on 17th September 2008, following~~will be reflected in the ~~approval of~~Group’s external financial reporting for periods commencing 1st January 2010. The segmental information presented in Note 53 represents the ~~Central Bank of Indonesia.~~business segments and other operations used for management and reporting purposes during the year ended 31st December 2009.

On 17th February ~~2009, Barclays announced that Barclays Capital will discontinue operations at its Equifirst subsidiary due to the market environment and strategic direction~~2010, 626.8 million of the ~~Group.~~758.4 million warrants held by PCP Gulf Invest 3 Limited (a subsidiary of Nexus Capital Investing Limited) were exercised for an aggregate exercise price of approximately £1,240m. As a result 626.8 million new ordinary shares were issued representing a 5.2% ownership in the Group’s enlarged share capital.

4544 Share-based payments

The Group operates share schemes for employees throughout the world. The main current schemes are:

Sharesave

Eligible employees in the UK, Spain and Ireland may participate in the Barclays Sharesave scheme. Under this scheme, employees may enter into contracts to save up to £250 per month (Ireland:€~~500,~~ ¤500, Spain:€~~135)~~ ¤135) and, at the expiry of a fixed term of three, five or seven years (Spain: three years), have the option to use these savings to acquire shares in the Company at a discount, calculated in accordance with the rules of the scheme. The discount is currently 20% of the market price at the date the options are granted. Participants in the scheme have six months from the date of vest in which the option can be exercised.

UK Sharepurchase

UK Sharepurchase was introduced in January 2002. It is an HM Revenue & Customs approved all-employee share plan. The plan is open to all eligible UK employees, including executive Directors. Under the plan, participants are able to purchase up to £1,500 worth of Barclays PLC ordinary shares per tax year, which, if kept in trust for five years, can be withdrawn from the plan tax-free. Matching shares were introduced to the scheme during 2005 where the purchase of Barclays shares by the participant are matched equally by the Company up to a value of £600 per tax year. Any shares in the plan will earn dividends in the form of additional shares, which must normally be held by the trustee for three years before being eligible for release.

Global Sharepurchase

Global Sharepurchase was introduced in August 2009. The plan is open to all eligible employees in countries outside the UK, including executive Directors. In 2009, the plan was launched in Germany, Hong Kong, Japan, Singapore and Switzerland. Under the plan, participants are able to purchase up to £1,500 worth of Barclays PLC ordinary shares per calendar year, from post-tax salary. The purchase of Barclays shares by the participant is matched by the Company on a one-for-one basis up to a value of £600 per calendar year. Matching Shares are forfeited if the participant chooses to sell shares purchased from their post-tax salary before the third anniversary of purchase. Any shares in the plan will earn dividends in the form of additional shares, which must normally be held by the trustee for three years before being eligible for release.

Executive Share Award Scheme (ESAS)

For certain employees of the Group an element of their annual bonus is in the form of a deferred award of a provisional allocation of Barclays PLC shares under ESAS. The total value of the bonus made to the employee of which ESAS is an element is dependent upon the business unit, Group and individual employee performance. The ESAS element of the annual bonus must normally be held for at least three years. Additional bonus shares are subsequently awarded to recipients of the provisional allocation and vest upon achieving continued service for three and five years from the date of award. ESAS awards are also made to eligible employees for recruitment purposes. All awards are subject to potential forfeit if the individual resigns and commences work with a competitor business.

Performance Share Plan (PSP)

The Performance Share Plan (PSP) was approved by shareholders at the 2005 AGM to replace the ISOP scheme. Performance shares are ‘free’ Barclays shares for which no exercise price is payable and which qualify for dividends. Performance share awards are communicated to participants as an initial allocation. Barclays performance over a three-year period determines the final number of shares that may be released to participants.

Incentive Share Plan (Incentive Shares)

The Incentive Share Plan (Incentive Shares) was introduced in March 2008. Incentive Shares are granted to participants in the form of a provisional allocation of Barclays shares which vest upon achieving continued service after three years. Participants do not pay to receive an award or to receive a release of shares. Incentive Shares qualify for dividends.


				235

LOGO

44 Share-based paymentscontinued

Options granted under the following schemes are over subsidiaries of Barclays PLC:

~~Absa Group Broad-based Black Economic Empowerment Transaction (BEE)~~

On 25th June 2004, Absa shareholders approved the allocation of 73,152,300, redeemable cumulative option-holding Absa preference shares to Batho Bonke Capital Limited. Each redeemable preference share carries the option to acquire one Absa ordinary share. The shares carry the same rights as ordinary shares including voting rights, and receive dividends which are payable semi-annually. Options vested immediately on date of issue and lapse after five years from the date of issue. Exercise may occur in lots of 100 only and within a price range varying from R48 to R69 (£3.16–£4.55) dependent on the 30-day volume weighted trading price on the JSE Limited. Options are redeemed by Absa on the final exercise date.

~~244~~

~~Barclays~~

~~Annual Report 2008~~

~~45 Share-based payments~~~~(continued)~~

Absa Group Limited Share Incentive Trust (AGLSIT)

In terms of the rules of Absa Group Limited Share Incentive Trust, the maximum number of shares which may be issued or transferred and/or in respect of which options may be granted to the participants shall be limited to shares representing 10% of the total number of issued shares from time to time. This is an equity-settled share-based payment arrangement and options are allocated to Absa employees according to the normal human resources talent management processes. The options issued up to August 2005 had no performance criteria linked to them and vested in equal tranches after three, four and five years respectively. No dividends accrue to the option holder over the vesting period. The options expire after a period of ten years from the issuing date. Options issued since August 2005 have performance criteria associated with them, which require headline earnings per share to exceed an agreed benchmark over a three-year period from the grant date for the options to vest. Participants need to be in the employ of Absa at the vesting date in order to be entitled to the options.

Absa Group Limited ~~Share Ownership Administrative Trust (AGLSOT)~~

AGLSOT enabled all Absa employees to participate in a one-off offer to purchase 200 redeemable cumulative option-holding preference shares. Each redeemable preference share carries the option to acquire one Absa ordinary share. Options vest after three years and lapse after five years from the date of issue. Exercise may occur in lots of 100 only and within a price range varying from R48 to R69 (£3.16–£4.55) dependent on the 30-day volume weighted trading price on the JSE Limited. Options are redeemed by Absa on the final exercise date.

~~Absa Group Limited~~ Executive Share Award Scheme (AGLESAS)

The ESAS is an equity-settled share-based payment arrangement, where the participant’s notional bonus comprises a number of restricted nil-cost options, based on the allocation price of ordinary shares. Such an initial allocation is held in trust or in the name of the participant. If the participant is in the employ of ~~the Group~~Absa after the three-year vesting period, the participant will receive 20% matched shares. If the bonus award remains in the ESAS for another two years, the participant receives another 10% matched shares. Dividend shares are paid to participants on the ordinary shares as if the shares were held from inception. The number of dividend shares awarded is therefore calculated on the initial allocation and on the 20% and/or 10% matched shares, over the three- or five-year period. Employees that receive a performance bonus in excess of a predetermined amount were compelled to place a set percentage of their bonus award into the ESAS. Employees also had the option of utilising more of their bonus award for voluntary ESAS options.

~~In addition, options~~Absa Group Limited Performance Share Plan (AGLPSP)

The Performance Share Plan (PSP) was implemented in 2008. Performance shares are ‘free’ Absa Group Limited shares for which no exercise price is payable and which qualify for dividends. Performance share awards are communicated to participants as an initial allocation. Absa Group Limited’s performance over a three-year period determines the final number of shares that may be released to participants.

Options remain outstanding under the following closed schemes:

~~Barclays Global Investors Equity Ownership Plan (BGI EOP)~~

The Equity Ownership Plan was extended to key employees of BGI. The exercise price of the options was determined by the Remuneration Committee of Barclays PLC based on the fair value of BGI as determined by an independent appraiser. The options were granted over shares in Barclays Global Investors UK Holdings Limited, a subsidiary of Barclays Bank PLC.

Options are not exercisable until vesting, with a third of the options held generally becoming exercisable at each anniversary of grant. The shareholder has the right to offer to sell the shares to Barclays Bank PLC 355 days following the exercise of the option. Barclays Bank PLC may accept the offer and purchase the shares at the most recently agreed valuation but is under no obligation to do so. Options lapse ten years after grant. The most recently agreed valuation was £87.22, at 31st March 2008. No awards were made under the BGI EOP in 2008.

Incentive Share Option Plan (ISOP)

The ISOP was open by invitation to the employees and Directors of Barclays PLC. Options were granted at the market price at the date of grant calculated in accordance with the rules of the plan, and are normally exercisable between three and ten years from that date. The final number of shares over which the option may be exercised is determined by reference to set performance criteria. The number of shares under option represents the maximum possible number that may be exercised. No awards were made under ISOP during ~~2008.~~2009.

Woolwich Executive Share Option Plan (Woolwich ESOP)

Options originally granted over Woolwich PLC shares at market value were exercised in 2001 or exchanged, in accordance with the proposals made under the offer to acquire the Woolwich, for options over Barclays PLC shares. Under the rules of ESOP, the performance conditions attached to the exercise of options were disapplied on acquisition of Woolwich PLC by Barclays. Options lapse ten years after grant.

In addition, there were no options outstanding at year end under the following closed schemes:

Absa Group Broad-based Black Economic Empowerment transaction (BEE)

The Group entered into a black economic empowerment (BEE) transaction with Batho Bonke Capital (Proprietary) Limited in July 2004. The shares issued in terms of the transaction vested immediately. Due to the shares issued vesting immediately and also as a result of the issue being before 1st January 2005, the provisions of IFRS 2 Share-based payments were not applicable. In the current period 49.9% of the options were repurchased from Batho Bonke (Proprietary) Limited at a discount to their fair value. Batho Bonke utilised the proceeds to exercise 11,970,536 options. The Group provided bridging finance for the remaining 24,678,764 options. The life of these options was effectively extended for three months, effective 1st June 2009. The modification did not result in an increase in the fair value of these options and therefore, in terms of the provisions of IFRS 2, no cost was recognised in the statement of comprehensive income in the current period.

The bridging finance was redeemed on 1st September 2009 and Batho Bonke Capital (Proprietary) Limited exercised the balance of the options outstanding.

Absa Group Limited Share Ownership Administrative Trust (AGLSOT)

AGLSOT enabled all Absa employees to participate in a one-off offer to purchase 200 redeemable cumulative option-holding preference shares. Each redeemable preference share carries the option to acquire one Absa ordinary share. Options vest after three years and lapse after five years from the date of issue. Exercise may occur in lots of 100 only and within a price range varying from R48 to R69 (£3.81 to £5.48) dependent on the 30-day volume weighted trading price on the JSE Limited. Options are redeemed by Absa on the final exercise date.

Executive Share Option Scheme (ESOS)

The ESOS is a long-term incentive scheme and was available by invitation to certain senior executives of the Group with grants usually made annually. Options were issued with an exercise price equivalent to the market price at the date of the grant without any discount, calculated in accordance with the rules of the scheme, and are normally exercisable between three and ten years from that date. No further awards are made under ESOS.

~~Woolwich Executive Share Option~~Barclays Global Investors Equity Ownership Plan ~~(Woolwich ESOP)~~(BGI EOP)

The EOP was provided to key employees of BGI and was wound up following the disposal of BGI. The exercise price of the options was determined by the Remuneration Committee of Barclays PLC based on the fair value of BGI as determined by an independent appraiser. The options were granted over shares in Barclays Global Investors UK Holdings Limited, a subsidiary of Barclays Bank PLC.

Options ~~originally granted over Woolwich~~were not exercisable until vesting, with a third of the options held generally becoming exercisable at each anniversary of grant. The shareholder had the right to offer to sell the shares to Barclays Bank PLC ~~shares~~355 days following the exercise of the option. The most recently agreed valuation was £109.45, at ~~market value~~30th November 2009. No awards were ~~exercised in 2001 or exchanged, in accordance with the proposals~~ made under the ~~offer to acquire~~BGI EOP in 2009.

The scheme rules provided that in the ~~Woolwich, for~~event of a sale of the business, outstanding options ~~over~~vest before the disposal. During the year the Group disposed of Barclays ~~PLC shares. Under~~Global Investors. Accordingly, the ~~rules of ESOP, the performance conditions attached~~share-based payment charge has been accelerated in these financial statements.


236

Notes to the ~~exercise of options were disapplied on acquisition of Woolwich PLC by Barclays. Options lapse ten years after grant.~~accounts

For the year ended 31st December 2009

continued

44 Share-based payments continued

At the balance sheet date the following cash-settled schemes operated within the Group:

Absa Group Limited Phantom Performance Share Plan (Phantom PSP)

The Phantom PSP is a cash-settled plan and payments made to participants in respect of their awards are in the form of cash. The Phantom PSP shares (and any associated notional dividend shares) are awarded at no cost to the participants. The amount that is ultimately paid to the participants is equal to the market value of a number of ordinary shares as determined after a three-year vesting period. The vesting of the Phantom PSP awards will be subject to two non-market performance conditions which will be measured over a three-year period, starting on the first day of the financial year in which the award is made. The award will vest after three years to the extent that the performance conditions are satisfied. These awards are forfeited in total if Absa performance fails to meet the minimum ~~criteria~~criteria.

Absa Group Limited Phantom Executive Share Award Scheme (Phantom ESAS)

The Phantom ESAS is a cash-settled share-based payment arrangement, where the participant’s notional bonus comprises a number of restricted nil-cost options, based on the allocation price of ordinary shares. If the participant is in the employ of the Group after the three-year vesting period, the participant will receive 20% bonus phantom shares. If the bonus award remains in the Phantom ESAS for another two years, the participant receives an additional 10% bonus phantom shares. Dividend phantom shares are paid to participants on the ordinary phantom shares as if the shares were held from inception. The number of dividend phantom shares awarded is therefore calculated on the initial allocation and on the 20% and 10% bonus phantom shares, over the three- or five-year period. Employees that receive performance bonuses in excess of a predetermined amount are compelled to place a set percentage of the bonus award in the Phantom ESAS. Employees also have the option of utilising more of their bonus award for voluntary ESAS phantom shares.

~~Barclays~~

~~Annual Report 2008~~

~~245~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

~~45 Share-based payments~~~~(continued)~~

The weighted average fair value per option granted during the year is as follows:


	2008 £	2007 £
			2009 £	2008 £
Sharesave	0.92	1.25	1.43	0.92
PSP			2.81	4.89
Sharepurchase	3.38	6.84	1.82	3.38
ISP	4.22	n/a	2.58	4.22
ESAS	4.09	6.96	1.08	4.09
PSP	4.89	8.03
BGI EOP	n/a	22.18
AGLSIT	n/a	3.18
AGLPSP			6.88	7.76
AGLESAS	7.17	n/a	6.82	7.17

Fair values for Sharesave ~~PSP, BGI EOP~~ and ~~AGLSIT~~PSP are calculated at the date of grant using either a Black-Scholes model or Monte Carlo simulation. ~~No further grants have been made under the BGI EOP since 2008.~~ Sharepurchase, ISP, ESAS, AGLPSP and AGLESAS are nil cost awards on which the performance conditions are substantially completed at the date of grant. Consequently the fair value of these awards is based on the market value at that date.

As described above, the terms of the ESAS scheme require shares to be held for a set number of years from the date of vest. The calculation of the vest date fair value of such awards includes a reduction for this post-vesting restriction. This discount is determined by calculating how much a willing market participant would rationally pay to remove the restriction using a Black-Scholes option pricing model. The total discount required in ~~2008~~2009 is £10m ~~(2007: £66m, 2006: £62m)~~(2008: £10m, 2007: £66m).

The significant weighted average assumptions used to estimate the fair value of the options granted in 2009 are as follows:


	2009
	Sharesave		PSP
Weighted average share price	3.51		2.34
Weighted average exercise price	2.70		1.77
Expected volatility	45	%	45	%
Expected option life	4 years		2 years

The significant weighted average assumptions used to estimate the fair value of the options granted in 2008 are as follows:


	2008

	Sharesave	PSP	AGLESAS	2008
				Sharesave		PSP
Weighted average share price	3.11	5.45	7.17	3.11		5.45
Weighted average exercise price	2.51	2.07	–	2.51		2.07
Expected volatility	37%	37%	0%	37	%	37	%
Expected option life	4 years	3 years	5 years	4 years		3 years

The significant weighted average assumptions used to estimate the fair value of the options granted in 2007 are as follows:


	2007
							2007
	Sharesave	PSP	BGI EOP	AGLSIT	Sharesave		PSP		BGI EOP		AGLSIT
Weighted average share price	5.82	7.07	95.33	9.18	5.82		7.07		95.33		9.18
Weighted average exercise price	4.81	–	95.33	7.62	4.81		–		95.33		7.62
Expected volatility	25%	25%	20%	30%	25	%	25	%	20	%	30	%
Expected option life	4 years	3 years	4 years	5 years	4 years		3 years		4 years		5 years

~~The significant weighted average assumptions used to estimate the fair value of the options granted in 2006 are as follows:~~


				237

LOGO

      2006
      Sharesave    PSP    BGI EOP    AGLSIT
Weighted average share price
   6.20    6.74    81.12    8.92
Weighted average exercise price
   5.11    –    81.12    6.57
Expected volatility
   25%    25%    24%    29%
Expected option life
   4 years    3 years    4 years    5 years

44 Share-based paymentscontinued

Expected volatility and dividend yield on the date of grant have been used as inputs into the respective valuation models for Sharesave and PSP. ~~Expected volatility has been determined using historical volatility of its peers over the expected life of the options for BGI EOP and AGLSIT applies a five-year rolling period.~~

The yield on UK government bonds with a commensurate life has been used to determine the risk-free discount rate of 4%3% for ~~all schemes other than AGLSIT.~~Sharesave and PSP. Option life is estimated based upon historical data for the holding period of options between grant and exercise dates. ~~The risk-free rate on the AGLSIT scheme represents the yield, recorded on date of option grant, on South African government zero coupon bond of a term commensurate to the expected life of the option.~~

~~246~~

~~Barclays~~

~~Annual Report 2008~~

~~45 Share-based payments~~~~(continued)~~

For the purposes of determining the expected life and number of options to vest, historical exercise patterns have been used, together with an assumption that a certain percentage of options will lapse due to leavers.

The assumed dividend yield for Barclays PLC is the average annual dividend yield on the date of grant of 5%2%. ~~Dividend yield for AGLSIT of 3.5% was based on the average 12-month trailing yield over the year to grant date.~~

Analysis of the movement in the number and weighted average exercise price of options is set out below:


	Sharesave^a						Sharepurchase^a,^c

	Number (000s)				Weighted average ex. price (£)		Number (000s)				Weighted average ex. price (£)
													Sharesave^a						Sharepurchase^{a, c}
	2008		2007		2008	2007	2008		2007		2008	2007	Number (000s)				Weighted average ex. price (£)		Number (000s)				Weighted average ex. price (£)
													2009		2008		2009	2008	2009		2008		2009	2008
Outstanding at beginning of year	74,027		78,929		4.48	4.22	3,824		2,472		–	–	94,131		74,027		1.83	4.48	6,961		3,824		–	–
Granted in the year	56,024		18,748		2.51	4.81	3,834		1,852		–	–	28,005		56,024		2.70	2.51	6,832		3,834		–	–
Adjustment in grants for open offer	1,354		–		4.33	–	–		–		–	–	–		1,354		–	4.33	–		–		–	–
Exercised/released in the year	(3,357	)	(18,018	)	3.71	3.70	(64	)	(256	)	–	–	(153	)	(3,357	)	2.83	3.71	(952	)	(64	)	–	–
Less: forfeited in the year	(33,917	)	(5,632	)	4.35	4.53	(633	)	(244	)	–	–	(30,672	)	(33,917	)	3.58	4.35	(521	)	(633	)	–	–
Less: expired in the year	–		–		–	–	–		–		–	–	–		–		–	–	–		–		–	–
Outstanding at end of year	94,131		74,027		1.83	4.48	6,961		3,824		–	–	91,311		94,131		3.01	1.83	12,320		6,961		–	–

Of which exercisable:	4,025		2,324		3.71	3.69	737		–		–	–	7,537		4,025		4.19	3.71	1,621		737		–	–

	ESAS^a,^c						PSP^a,^c

	Number (000s)				Weighted average ex. price (£)		Number (000s)				Weighted average ex. price (£)
													ESAS^{a, c}						PSP^{a, c}
	2008		2007		2008	2007	2008		2007		2008	2007	Number (000s)				Weighted average ex. price (£)		Number (000s)				Weighted average ex. price (£)
													2009		2008		2009	2008	2009		2008		2009	2008
Outstanding at beginning of year	182,200		142,359		–	–	63,163		42,832		–	–	267,937		182,200		–	–	50,729		63,163		–	–
Granted in the year	141,269		76,064		–	–	8,528		20,331		–	–	311,977		141,269		–	–	4,794		8,528		–	–
Adjustment in grants for open offer	6,884		–		–	–	1,370		–		–	–	–		6,884		–	–	–		1,370		–	–
Exercised/released in the year	(56,231	)	(31,036	)	–	–	(1,467	)	–		–	–	(90,296	)	(56,231	)	–	–	(6,496	)	(1,467	)	–	–
Less: forfeited in the year	(6,185	)	(5,187	)	–	–	(20,865	)	–		–	–	(25,107	)	(6,185	)	–	–	(17,765	)	(20,865	)	–	–
Less: expired in the year	–		–		–	–	–		–		–	–	–		–		–	–	–		–		–	–
Outstanding at end of year	267,937		182,200		–	–	50,729		63,163		–	–	464,511		267,937		–	–	31,262		50,729		–	–

Of which exercisable:	15,131		16,587		–	–	–		–		–	–	12,714		15,131		–	–	–		–		–	–

	ISP^{a ,c}						Absa BEE^b

	Number (000s)				Weighted average ex. price (£)		Number (000s)				Weighted average ex. price (£)
													ISP^{a, c}						Absa BEE^b
	2008		2007		2008	2007	2008		2007		2008	2007	Number (000s)				Weighted average ex. price (£)		Number (000s)				Weighted average ex. price (£)
													2009		2008		2009	2008	2009		2008		2009	2008
Outstanding at beginning of year/acquisition date	–		–		–	–	73,152		73,152		3.40-3.89	3.50-5.03	7,100		–		–	–	73,152		73,152		3.16-4.55	3.40-3.89
Granted in the year	6,923		–		–	–	–		–		–	–	50,652		6,923		–	–	–		–		–	–
Adjustment in grants for open offer	177		–		–	–	–		–		–	–	–		177		–	–	–		–		–	–
Exercised/released in the year	–		–		–	–	–		–		–	–	(19	)	–		–	–	(36,649	)	–		5.42	–
Less: repurchased in the year													–		–		–	–	(36,503	)	–		–	–
Less: forfeited in the year	–		–		–	–	–		–		–	–	(2,755	)	–		–	–	–		–		–	–
Less: expired in the year	–		–		–	–	–		–		–	–	–		–		–	–	–		–		–	–
Outstanding at end of year	7,100		–		–	–	73,152		73,152		3.16-4.55	3.40-3.89	54,978		7,100		–	–	–		73,152		–	3.16-4.55

Of which exercisable:	–		–		–	–	73,152		73,152		3.16-4.55	3.40-3.89	–		–		–	–	–		73,152		–	3.16-4.55

	AGLSIT^b						AGLSOT^b

	Number (000s)				Weighted average ex. price (£)		Number (000s)				Weighted average ex. price (£)

	2008		2007		2008	2007	2008		2007		2008	2007

Outstanding at beginning of year/acquisition date	13,618		18,778		4.81	3.87	946		4,847		3.40-3.89	3.50-5.03
Granted in the year	–		260		–	7.62	–		–		–	–
Exercised/released in the year	(3,252	)	(4,668	)	3.37	3.60	(368	)	(3,592	)	–	–
Less: forfeited in the year	(399	)	(752	)	4.96	5.22	(19	)	(309	)	3.16-4.55	3.40-3.89
Less: expired in the year	–		–		–	–	–		–		–	–
Outstanding at end of year	9,967		13,618		4.91	4.81	559		946		3.16-4.55	3.40-3.89

Of which exercisable:	5,944		5,603		3.86	3.25	559		946		3.16-4.55	3.40-3.89

Notes

a	Options/award granted over Barclays PLC shares.

b	Options/award granted over Absa Group Limited shares.

c	Nil cost award.


238

Notes to the accounts

For the year ended 31st December 2009

continued

44 Share-based paymentscontinued


	AGLSIT^b						AGLSOT^b
	Number (000s)				Weighted average ex. price (£)		Number (000s)				Weighted average ex. price (£)
	2009		2008		2009	2008	2009		2008		2009	2008
Outstanding at beginning of year/acquisition date	9,967		13,618		4.91	4.81	559		946		3.16-4.55	3.40-3.89
Exercised/released in the year	(3,569	)	(3,252	)	5.10	3.37	(539	)	(368	)	5.33	–
Less: forfeited in the year	(100	)	(399	)	6.99	4.96	(20	)	(19	)	3.81-5.48	3.16-4.55
Outstanding at end of year	6,298		9,967		6.28	4.91	–		559		–	3.16-4.55
Of which exercisable:	5,016		5,944		5.67	3.86	–		559		–	3.16-4.55

	AGLPSP^b,^c						AGLESAS^{b, c}
	Number (000s)				Weighted average ex. price (£)		Number (000s)				Weighted average ex. price (£)
	2009		2008		2009	2008	2009		2008		2009	2008
Outstanding at beginning of year	2,008		–		–	–	1,015		37		–	–
Granted in the year	1,589		2,134		–	–	1,324		1,019		–	–
Less: forfeited in the year	(180	)	(126	)	–	–	(155	)	(41	)	–	–
Outstanding at end of year	3,417		2,008		–	–	2,184		1,015		–	–
Of which exercisable:	–		–		–	–	–		–		–	–

	ISOP^a						ESOS^a
	Number (000s)				Weighted average ex. price (£)		Number (000s)				Weighted average ex. price (£)
	2009		2008		2009	2008	2009		2008		2009	2008
Outstanding at beginning of year	20,547		20,549		4.44	4.56	473		1,423		4.33	4.13
Adjustment in grants for open offer	–		537		–	4.44	–		12		–	4.33
Exercised/released in the year	(253	)	(539	)	3.17	4.06	–		(70	)	–	3.97
Less: forfeited in the year	(7,648	)	–		4.54	–	(473	)	(892	)	4.33	3.97
Outstanding at end of year	12,646		20,547		4.41	4.44	–		473		–	4.33
Of which exercisable:	12,646		20,547		4.41	4.44	–		473		–	4.33

	Woolwich ESOP^a						BGI EOP^d
	Number (000s)				Weighted average ex. price (£)		Number (000s)				Weighted average ex. price (£)
	2009		2008		2009	2008	2009		2008		2009	2008
Outstanding at beginning of year	442		540		3.70	3.81	6,584		7,502		78.50	75.66
Adjustment in grants for open offer	–		12		–	3.70	–		–		–	–
Exercised/released in the year	(7	)	(104	)	3.20	3.10	(6,417	)	(550	)	78.16	34.55
Less: forfeited in the year	(89	)	(6	)	3.80	3.65	(167	)	(368	)	91.54	86.57
Less: expired in the year	(281	)	–		–	–	–		–		–	–
Outstanding at end of year	65		442		3.20	3.70	–		6,584		–	78.50
Of which exercisable:	65		442		3.20	3.70	–		3,631		–	69.29

Notes

a	Options/award granted over Barclays PLC shares.

b	Options/award granted over Absa Group Limited shares.

c	Nil cost award.

d	Options/award granted over Barclays Global Investors UK Holdings Limited shares.

~~Barclays~~

~~Annual Report 2008~~

~~247~~239

~~Notes to the accounts~~ LOGO

~~For the year ended 31st December 2008~~

4544 Share-based payments~~(continued)~~continued

      AGLESAS^c,^d    BGI EOP^b
      Number
(000s)
Weighted average
ex. price (£)

Number
(000s)

Weighted average
ex. price (£)
      2008 2007    2008    2007    2008 2007 2008    2007
Outstanding at beginning of year/acquisition date    37 37    –    –    7,502 6,929 75.66    57.79
Granted in the year
   1,019 –    –    –    – 2,599 –    95.33
Exercised/released in the year
   – –    –    –    (550 ) (1,632 ) 34.35    34.99
Less: forfeited in the year
   (41 ) –    –    –    (368 ) (394 ) 86.57    59.63
Less: expired in the year
   – –    –    –    – – –    –
Outstanding at end of year
   1,015 37    –    –    6,584 7,502 78.50    75.66
Of which exercisable:
   – –    –    –    3,631 1,556 69.29    47.00

      ISOP^a    ESOS^a

Number
(000s)

Weighted average
ex. price (£)

Number
(000s)

Weighted average
ex. price (£)
      2008 2007 2008    2007    2008 2007 2008    2007
Outstanding at beginning of year
   20,549 77,507 4.56    4.59    1,423 1,748 4.13    4.14
Granted in the year
   – – –    –    – – –    –
Adjustment in grants for open offer
   537 – 4.44    –    12 – 4.33    –
Exercised/released in the year
   (539 ) (9,718 ) 4.06    4.35    (70 ) (325 ) 3.97    4.20
Less: forfeited in the year
   – (47,240 ) –    4.66    (892 ) – 3.97    –
Less: expired in the year
   – – –    –    – – –    –
Outstanding at end of year
   20,547 20,549 4.44    4.56    473 1,423 4.33    4.13
Of which exercisable:
   20,547 20,238 4.44    4.54    473 1,423 4.33    4.13

      Woolwich ESOP^a
      Number
(000s)
Weighted average
ex. price (£)
      2008 2007 2008    2007
Outstanding at beginning of year
   540 700 3.81    3.81
Granted in the year
   – – –    –
Adjustment in grants for open offer
   12 – 3.70    –
Exercised/released in the year
   (104 ) (160 ) 3.10    3.84
Less: forfeited in the year
   (6 ) – 3.65    –
Less: expired in the year
   – – –    –
Outstanding at end of year
   442 540 3.70    3.81
Of which exercisable:
   442 540 3.70    3.81

The table below shows the weighted average share price at the date of exercise/release of shares:

2008
£

2007
£
Sharesave^a
   4.70    5.72
Sharepurchase^a,^d
   1.59    6.74
ESAS^a,^d
   4.07    6.71
PSP
   2.07    n/a
BGI EOP^b
   87.22    97.06
AGLSIT^c
   6.78    9.52
AGLSOT^c
   6.79    n/a
ISOP^a
   4.59    7.31
ESOS^a
   4.74    7.26
Woolwich ESOP^a
   4.72    7.24

~~Notes~~

a	~~Options/award granted over Barclays PLC shares.~~

b	~~Options/award granted over Barclays Global Investors UK Holdings Limited shares.~~

c	~~Options/award granted over Absa Group Limited shares.~~

d	~~Nil cost award.~~

~~248~~

~~Barclays~~

~~Annual Report 2008~~

~~45 Share-based payments (continued)~~


	2009 £	2008 £
Sharesave^a	3.21	4.70
Sharepurchase^{a, c}	2.64	1.59
ESAS^{a, c}	2.02	4.07
PSP^{a, c}	1.77	2.07
BGI EOP^d	109.45	87.22
Absa BEE^b	7.92	–
AGLSIT^b	9.18	6.78
AGLSOT^b	7.86	6.79
ISP^{a, c}	3.43	–
ISOP^a	3.61	4.59
ESOS^a	–	4.74
Woolwich ESOP^a	3.52	4.72

The exercise price range, the weighted average contractual remaining life and number of options outstanding (including those exercisable) at the balance sheet date are as follows:


Exercise price range					2009		2008
	2008		2007		Weighted average remaining contractual life in years	Number of options outstanding	Weighted average remaining contractual life in years	Number of options outstanding
Exercise Price Range	Weighted average remaining contractual life in years	Number of options outstanding	Weighted average remaining contractual life in years	Number of options outstanding
Sharesave^a
£1.44-£2.49	3	2,121,926	–	–	2	1,817,640	3	2,121,926
£2.50-£3.49	4	54,437,940	–	328,822	3	69,543,729	4	54,437,940
£3.50-£4.49	1	19,986,642	2	40,371,606	1	9,057,990	1	19,986,642
£4.50-£5.49	3	17,584,689	4	33,327,119	2	10,892,016	3	17,584,689
Sharepurchase^a,^d	2	6,960,593	2	3,824,021
ESAS^a,^d	3	267,936,513	3	182,200,170
ISP^a,^d	2	7,099,655	–	–
PSP^a,^d	1	50,729,245	1	63,162,894
BGI EOP^b
£6.11-£13.99	4	101,000	4	239,717
£14.00-£20.11	5	236,503	6	285,671
£20.12-£56.94	6	759,213	7	1,059,430
£56.95-£95.33	8	5,487,520	9	5,916,863
Absa BEE^c
£3.16-£4.55	1	73,152,300	2	73,152,300
AGLSIT^c
Sharepurchase^{a, c}					2	12,319,993	2	6,960,593
ESAS^{a, c}					3	464,511,395	3	267,936,513
ISP^{a, c}					2	54,978,012	2	7,099,655
PSP^{a, c}					1	31,261,898	1	50,729,245
AGLSIT^b
£1.66-£7.50	6	9,967,000	7	13,618,000	5	6,298,491	6	9,967,000
AGLSOT^c
£3.16-£4.55	1	559,000	2	946,000
AGLESAS^c,^d	3	1,015,000	3	37,059
AGLESAS^{b, c}					3	2,184,286	3	1,015,000
AGLPSP^{b, c}					2	3,417,488	2	2,008,000
ISOP^a
£2.50-£3.49	4	3,862,322	5	3,965,300	3	2,701,442	4	3,862,322
£3.50-£4.49	2	1,558,449	3	1,409,828	1	955,045	2	1,558,449
£4.50-£5.49	4	14,899,933	5	14,896,227	3	8,989,576	4	14,899,933
£5.50-£6.49	7	225,894	7	277,096	–	–	7	225,894
ESOS^a
£2.50-£3.49	–	–	–	4,000
£3.50-£4.49	1	472,561	1	1,418,818	–	–	1	472,561
Woolwich ESOP^a
£2.50-£3.49	1	89,644	2	110,616	–	65,024	1	89,644
£3.50-£4.49	1	352,961	2	429,584	–	–	1	352,961

There were no modifications to the share-based payment arrangements in the years 2009, 2008 ~~2007~~ and ~~2006.~~2007. As at 31st December ~~2008,~~2009, the total liability arising from cash-settled share-based payment transactions was ~~£23m (2007: £16m)~~£13m (2008: £23m).

~~At 31st December 2008, 6.6 million (2007: 7.5 million)~~In accordance with the scheme rules, all options awarded vested and were ~~outstanding under~~exercised by the ~~terms~~holders following the disposal of the BGI ~~EOP (which would represent a 7.3% interest if exercised). Employees in BGI own 4.5% of the shares in Barclays Global Investors UK Holdings Limited (2007: 5.9%). If all the current~~business on 1st December 2009. The options were all exercised £516.9m (2007: £567.6m) would be subscribed. Since the scheme was introduced, options over 21.5 million (2007: 20.9 million) shares have been exercised, of which 3.8 million are still held by employees and represent a minority interest in the Group.

~~At 31st~~during December 2008, there were 73.2 million, 10 million and 0.6 million options granted over Absa Group Limited shares under the Absa Group Limited Black Economic Empowerment Transaction, Absa Group Limited Share Incentive Trust and Absa Group Limited Share Ownership Administrative Trust respectively. In aggregate, these options would represent a 11.0% interest in Absa Group Limited if exercised.

~~Impact of capital raising~~

During 2008, the number of shares in each award or option has been increased by 2.68% and any corresponding option exercise price has been decreased by 2.68% to reflect the impact of the capital raising in July. No adjustments were made for any other capital raising during 2008.2009.

Notes

a	~~Options /award~~Options/award granted over Barclays PLC shares.

b	~~Options /award~~Options/award granted over Absa Group Limited shares.

c	Nil cost award.

d	Options/award granted over Barclays Global Investors UK Holdings Limited shares.

c	~~Options /award granted over Absa Group Limited shares.~~

d	~~Nil cost award.~~

240

~~Barclays~~

~~Annual Report 2008~~

~~249~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

45 Off-balance sheet arrangements

Guarantees

Loan commitments

Leasing

The Group leases various offices, branches, other premises and equipment under non-cancellable operating lease arrangements. With such operating lease arrangements, the asset is kept on the lessor’s balance sheet and the Group reports the future minimum lease payments as an expense over the lease term. Information on leasing can be found in Note 37 (Leasing).

Special purpose entities

SPEs are entities that are created to accomplish a narrow and well defined objective. There are often specific restrictions or limits around their ongoing activities. The Group’s transactions with SPEs take a number of forms, including:

–

The provision of financing to fund asset purchases, or commitments to provide finance for future purchases.

–

Derivative transactions to provide investors in the SPE with a specified exposure.

–

The provision of liquidity or backstop facilities which may be drawn upon if the SPE experiences future funding difficulties.

–

Direct investment in the notes issued by SPEs.

i)	the Group acquires additional interests in the entity;

ii)	the contractual arrangements of the entity are amended such that the relative exposures to risks and rewards change; or

iii)	the Group acquires control over the main operating and financial decisions of the entity.

The business activities within the Group where SPEs are used include multi-seller conduit programmes, asset securitisations, client intermediation, credit structuring, asset realisations and fund management. These activities are described below. In addition, later sections provide quantative information on the Group’s involvements with CDOs,SIVs SIV-Lites and conduits.

Multi-seller conduit programmes

Barclays creates, administers and provides liquidity and credit enhancements to several commercial paper conduit programmes, primarily in the United States. These conduits provide clients access to liquidity in the commercial paper markets by allowing them to sell consumer or trade receivables to the conduit, which then issues commercial paper to investors to fund the purchase. The conduits have sufficient collateral, credit enhancements and liquidity support to maintain an investment grade rating for the commercial paper.

Asset securitisations

The Group has assisted its customers with the formation of asset securitisations, some of which are effected through the use of SPEs. These entities have minimal equity and rely on funding in the form of notes to purchase the assets for securitisation. As these SPEs are created for other companies, the Group does not usually control these entities and therefore does not consolidate them. The Group may provide financing in the form of senior notes or junior notes and may also provide derivatives to the SPE. These transactions are included on the balance sheet.

The Group has also used SPEs to securitise part of its originated and purchased retail and commercial lending portfolios and credit card receivables. These SPEs are usually consolidated and derecognition only occurs when the Group transfers its contractual right to receive cash flows from the financial assets, or retains the contractual rights to receive the cash flows, but assumes a contractual obligation to pay the cash flows to another party without material delay or reinvestment, and also transfers substantially all the risks and rewards of ownership, including credit risk, prepayment risk and interest rate risk. The carrying amount of securitised assets together with the associated liabilities are set out in Note 29.


				241

LOGO

45 Off-balance sheet arrangementscontinued

Client intermediation

The Group has structured transactions as a financial intermediary to meet investor and client needs. These transactions involve entities structured by either the Group or the client and they are used to modify cash flows of third party assets to create investments with specific risk or return profiles or to assist clients in the efficient management of other risks. Such transactions will typically result in a derivative being shown on the balance sheet, representing the Group’s exposure to the relevant asset. The Group also invests in lessor entities specifically to acquire assets for leasing. Client intermediation also includes arrangements to fund the purchase or construction of specific assets (most common in the property industry).

Credit structuring

The Group structures investments to provide specific risk profiles to investors. This may involve the sale of credit exposures, often by way of derivatives, to an entity which subsequently funds those exposures by issuing securities. These securities may initially be held by Barclays prior to sale outside of the Group.

Asset realisations

The Group establishes SPEs to facilitate the recovery of loans in circumstances where the borrower has suffered financial loss.

To the extent that there are guarantees and commitments in relation to SPEs the details are included in Note 34 Contingent liabilities and commitments.

Collateralised debt obligations (CDOs)

The Group has structured and underwritten CDOs. At inception, the Group's exposure principally takes the form of a liquidity facility provided to support future funding difficulties or cash shortfalls in the vehicles. If required by the vehicle, the facility is drawn with the amount advanced included within loans and advances on the balance sheet. Upon an event of default or other triggering event, the Group may acquire control of a CDO and, therefore, be required to fully consolidate the vehicle for accounting purposes. The potential for transactions to hit default triggers before the end of 2010 has been assessed and is included in the determination of £714m impairment charges and other credit provisions in relation to ABS CDO Super Senior and other credit market exposures for the year ended 31st December 2009.

The Group's exposure to ABS CDO Super Senior positions before hedging was £1,931m as at 31st December 2009, equivalent to an aggregate 50.83% decline in value on average for all investors. This represents the Group's exposure to High Grade CDOs, stated net of write-downs and charges. These facilities are fully drawn and included within loans and advances on the balance sheet.

Collateral

The collateral underlying unconsolidated CDOs comprised 78% residential mortgage-backed securities, 3% non-residential asset-backed securities and 19% in other categories (a proportion of which will be backed by residential mortgage collateral).

The remaining Weighted Average Life (WAL) of all collateral is 5.9 years. The combined Net Asset Value (NAV) for all of the CDOs was £0.9bn.

Funding

The initial WAL of the notes in issue averaged 6.7 years. The full contractual maturity is 38.2 years.

Interests in third party CDOs

The Group has purchased securities in and entered into derivative instruments with third party CDOs. These interests are held as trading assets or liabilities on the Group's balance sheet and measured at fair value. The Group has not provided liquidity facilities or similar agreements to third party CDOs.

Structured investment vehicles (SIVs)

The Group does not structure or manage SIVs. Group exposure to third party SIVs comprised:

–

£16m (2008: £52m) of senior liquidity facilities.

–

Derivative exposures included on the balance sheet at their net fair value of £53m (2008: £273m).

SIV-Lites

The Group has exposure to two SIV-Lite transactions. The Group is not involved in their ongoing management. Exposures have decreased to £461m (2008: £638m) representing drawn liquidity facilities of £106m and assets designated at fair value of £355m.


242

Notes to the accounts

For the year ended 31st December 2009

continued

45 Off-balance sheet arrangementscontinued

Commercial paper and medium-term note conduits

The Group provided £16bn in undrawn backstop liquidity facilities to its own sponsored CP conduits. The Group fully consolidates these entities such that the underlying assets are reflected on the Group balance sheet.

These consolidated entities in turn provide facilities of £753m to third party conduits containing prime UK buy-to-let RMBS. As at 31st December 2009, the entire facility had been drawn and is included in available for sale financial investments.

The Group provided backstop facilities to support the paper issued by four third party conduits. These facilities totalled £287m, with underlying collateral comprising 100% auto loans. Drawings on these facilities were £125m as at 31st December 2009 and are included within loans and advances to customers.

The Group provided backstop facilities to four third party SPEs that fund themselves with medium-term notes. These notes are sold to investors as a series of 12-month securities and remarketed to investors annually. If investors decline to renew their holdings at a price below a pre-agreed spread, the backstop facility requires the Group to purchase the outstanding notes at scheduled maturity. The Group has provided facilities of £1.6bn to SPEs holding prime UK and Australian owner-occupied Residential Mortgage Back Securities (RMBS) assets. As at the balance sheet date these facilities had been drawn and were included in loans and advances.

46 Financial risks

Financial risk management

~~Barclays PLC~~The Group is a major global financial services provider engaged in retail and commercial banking, credit cards, investment banking, wealth management and investment management services. Financial instruments are fundamental to the Group’s business and managing financial risks, especially credit risk, is a fundamental part of its business activity.

~~Barclays~~The Group’s risk management policies and processes are designed to identify and analyse risk, to set appropriate risk appetite, limits, and controls, and to monitor the risks and adherence to limits by means of reliable and up-to-date data. Risk management policies, models and systems are regularly reviewed to reflect changes to markets, products and best market practice.

Risk responsibilities

The Board approves risk appetite and the Board Risk Committee (BRC) monitors the Group’s risk profile against this appetite:

–

The ~~Group~~Chief Risk ~~Director,~~Officer, under delegated authority from the Group Chief Executive and Group Finance Director, has responsibility for ensuring effective risk management and control;

–

Business Heads are responsible for the identification and management of risk in their businesses;

–

Business risk teams, each under the management of a Business Risk Director, are responsible for assisting Business Heads in the identification and management of their business risk profiles for implementing appropriate controls. These risk management teams also assist Group Risk in the formulation of Group Risk policy and the implementation of it across the businesses;

–

Within Group Risk, Risk-Type Heads and their teams are responsible for establishing a risk control framework and risk oversight; and

–

Internal Audit is responsible for the independent review of risk management and the control environment.

Oversight of risk management is exercised by the Group Risk Oversight Committee which is chaired by the ~~Group~~Chief Risk ~~Director~~Officer under authority delegated by the Group Finance Director. The Group Risk Oversight Committee oversees management of the Group’s risk profile, exercised through the setting, review and challenge of the size and constitution of the profile when viewed against the Group risk appetite.

The Executive Committee monitors and manages risk-adjusted performance of businesses and receives a regular update on forward risk trends and the Group Risk Profile Report.

The ~~Board Risk Committee (BRC)~~BRC reviews the Group risk profile, approves the Group Control Framework and approves minimum control requirements for principal risks.

The Board Audit Committee (BAC) considers the adequacy and effectiveness of the Group Control Framework and receives quarterly reports on control issues of significance and half-yearly reports on impairment allowances and regulatory reports.

Both BRC and BAC also receive reports dealing in more depth with specific issues relevant at the time. The proceedings of both Committees are reported to the full Board. The Board approves the overall Group risk appetite.

The Group Risk Oversight Committee is chaired by the ~~Group~~Chief Risk ~~Director~~Officer and oversees the management of the Group’s risk profile and all of its significant risks. Oversight is exercised through the setting, review and challenge of the size and constitution of the profile when viewed against the Group’s risk appetite. It has delegated and apportioned responsibility for credit risk management to the Retail and Wholesale Credit Risk Management Committees.

The main financial risks affecting the Group are discussed in Notes 47 to 49.


				243

LOGO

47 Credit risk

Credit risk is the risk of suffering financial loss, should any of the Group’s customers, clients or market counterparties fail to fulfil their contractual obligations to the Group. Credit risk arises mainly from commercial and consumer loans and advances, credit cards, and loan commitments arising from such lending activities, but can also arise from credit enhancement provided, such as financial guarantees, letters of credit, endorsements and acceptances.

~~Barclays~~The Group is also exposed to other credit risks arising from investments in debt securities and other exposures arising from its trading activities (‘trading exposures’) including, non-equity trading portfolio assets, derivatives as well as settlement balances with market counterparties and reverse repurchase loans.

Losses arising from exposures held for trading (derivatives, debt securities) are accounted for as trading losses, rather than impairment charges, even though the fall in value causing the loss may be attributable to credit deterioration.

Maximum exposure to credit risk before collateral held or other credit enhancements

The following table presents the maximum exposure at 31st December ~~2008~~2009 and ~~2007~~2008 to credit risk of balance sheet and ~~off balance~~off-balance sheet financial instruments, before taking account of any collateral held or other credit enhancements and after allowance for impairment and netting where appropriate.

For financial assets recognised on the balance sheet, the exposure to credit risk equals their carrying amount. For financial guarantees granted, the maximum exposure to credit risk is the maximum amount that Barclays would have to pay if the guarantees were to be called upon. For loan commitments and other credit related commitments that are irrevocable over the life of the respective facilities, the maximum exposure to credit risk is the full amount of the committed facilities.

This analysis and all subsequent analyses of credit risk include only financial assets subject to credit risk. They exclude other financial assets, mainly equity securities held in trading portfolio or available for sale as well as non-financial assets. The nominal value of off-balance sheet credit related instruments are also shown, where appropriate.

Financial assets designated at fair value held in respect of linked liabilities to customers under investment contracts have not been included as the Group is not exposed to credit risk on these assets. Credit losses in these portfolios, if any, would lead to a reduction in the linked liabilities and result in no direct loss to the Group.

~~250~~

~~Barclays~~

~~Annual Report 2008~~

~~47 Credit risk~~~~(continued)~~

Whilst the Group’s maximum exposure to credit risk is the carrying value of the assets or, in the case of off-balance sheet items, the amount guaranteed, committed, accepted or endorsed, in most cases the likely exposure is far less due to collateral, credit enhancements and other actions taken to mitigate the Group’s exposure.


244

Notes to the accounts

For the year ended 31st December 2009

continued

47 Credit riskcontinued

A description of the credit risk management and measurement methodologies, the credit quality of the assets and the collateral and other credit enhancements held against them is included in the relevant sections within this Note, for each of the categories in the following table:

At 31st December 2009

~~As at 31st December 2008~~


	Loans and advances £m	Debt securities £m	Derivatives £m	Reverse repurchase agreements £m	Others £m	Total £m
On-balance sheet:
Cash and balances at central banks					81,483	81,483
Items in course of collection from other banks					1,593	1,593
Trading portfolio:
Treasury and other eligible bills		9,926				9,926
Debt securities		116,594				116,594
Traded loans	2,962					2,962
Total trading portfolio	2,962	126,520				129,482
Financial assets designated at fair value held on own account:
Loans and advances	22,390					22,390
Debt securities		4,007				4,007
Other financial assets	557			7,757	344	8,658
Total financial assets designated at fair value held on own account	22,947	4,007		7,757	344	35,055
Derivative financial instruments			416,815			416,815
Loans and advances to banks	41,135					41,135
Loans and advances to customers:
Residential mortgage loans	149,099					149,099
Credit card receivables	21,889					21,889
Other personal lending	25,435					25,435
Wholesale and corporate loans and advances	212,928					212,928
Finance lease receivables	10,873					10,873
Total loans and advances to customers	420,224					420,224
Available for sale financial investments:
Treasury and other eligible bills		5,919				5,919
Debt securities		43,888				43,888
Total available for sale financial investments		49,807				49,807
Reverse repurchase agreements				143,431		143,431
Other assets					3,476	3,476
Total on-balance sheet	487,268	180,334	416,815	151,188	86,896	1,322,501
Off-balance sheet:
Acceptances and endorsements						375
Guarantees and letters of credit pledged as collateral security and securities lending arrangements						42,812
Commitments						207,275
Total off-balance sheet						250,462
Total maximum exposure						1,572,963

      Loans and
advances
£m    Debt
securities
£m    Derivatives
£m    Reverse
repurchase
agreements
£m    Others
£m
Total
£m
   Credit
market
exposure
£m
On-balance sheet:

Cash and balances at central banks
               30,019    30,019
Items in course of collection from other banks
               1,695    1,695
Trading portfolio:

Treasury and other eligible bills
      4,544             4,544
Debt securities
      148,686             148,686    4,745
Traded loans
   1,070                1,070
Total trading portfolio
   1,070    153,230             154,300
Financial assets designated at fair value held on own account:
Loans and advances
   30,057             130    30,187    14,429
Debt securities
      8,628             8,628
Other financial assets
   1,469          7,283    479    9,231
Total financial assets designated at fair value held on own account    31,526    8,628       7,283    609    48,046
Derivative financial instruments
         984,802          984,802    9,234
Loans and advances to banks
   47,707                47,707
Loans and advances to customers:

Residential mortgage loans
   135,077                135,077
Credit card receivables
   22,304                22,304
Other personal lending
   32,038                32,038
Wholesale and corporate loans and advances
   259,699                259,699
Finance lease receivables
   12,697                12,697
Total loans and advances to customers
   461,815                461,815    12,808
Available for sale financial investments:

Treasury and other eligible bills
      4,003             4,003
Debt securities
      58,831             58,831    727
Total available for sale financial investments
      62,834             62,834
Reverse repurchase agreements
            130,354       130,354
Other assets
               3,096    3,096    109
Total on-balance sheet
   542,118    224,692    984,802    137,637    35,419    1,924,668
Off-balance sheet:

Acceptances and endorsements
                  585
Guarantees and letters of credit pledged as collateral security and securities lending arrangements                   53,942
Commitments
                  260,816    1,030
Total off-balance sheet
                  315,343
Total maximum exposure at 31st December
                  2,240,011

~~Barclays~~

~~Annual Report 2008~~

245

LOGO

47 Credit riskcontinued

At 31st December 2008


	Loans and advances £m	Debt securities £m	Derivatives £m	Reverse repurchase agreements £m	Others £m	Total £m
On-balance sheet:
Cash and balances at central banks					30,019	30,019
Items in course of collection from other banks					1,695	1,695
Trading portfolio:
Treasury and other eligible bills		4,544				4,544
Debt securities		148,686				148,686
Traded loans	1,070					1,070
Total trading portfolio	1,070	153,230				154,300
Financial assets designated at fair value held on own account:
Loans and advances	30,057				130	30,187
Debt securities		8,628				8,628
Other financial assets	1,469			7,283	479	9,231
Total financial assets designated at fair value held on own account	31,526	8,628		7,283	609	48,046
Derivative financial instruments			984,802			984,802
Loans and advances to banks	47,707					47,707
Loans and advances to customers:
Residential mortgage loans	139,845					139,845
Credit card receivables	22,304					22,304
Other personal lending	27,270					27,270
Wholesale and corporate loans and advances	259,699					259,699
Finance lease receivables	12,697					12,697
Total loans and advances to customers	461,815					461,815
Available for sale financial investments:
Treasury and other eligible bills		4,003				4,003
Debt securities		58,831				58,831
Total available for sale financial investments		62,834				62,834
Reverse repurchase agreements				130,354		130,354
Other assets					3,096	3,096
Total on-balance sheet	542,118	224,692	984,802	137,637	35,419	1,924,668
Off-balance sheet:
Acceptances and endorsements						585
Guarantees and letters of credit pledged as collateral security and securities lending arrangements						53,942
Commitments						260,816
Total off-balance sheet						315,343
Total maximum exposure						2,240,011


246		~~251~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

~~47 Credit risk (continued)~~

~~At 31st December 2007~~

      Loans and
advances
£m    Debt
securities
£m    Derivatives
£m    Reverse
repurchase
agreements
£m    Others
£m
Total
£m
   Credit
market
exposure
£m
On-balance sheet:

Cash and balances at central banks
               5,801    5,801
Items in course of collection from other banks
               1,836    1,836
Trading portfolio:

Treasury and other eligible bills
      2,094             2,094
Debt securities
      152,778             152,778    6,239
Traded loans
   1,780                1,780
Total trading portfolio
   1,780    154,872             156,652
Financial assets designated at fair value held on own account:
Loans and advances
   23,334             157    23,491    15,218
Debt securities
      24,217             24,217
Other financial assets
   98          3,056    391    3,545
Total financial assets designated at fair value held on own account    23,432    24,217       3,056    548    51,253
Derivative financial instruments
         248,088          248,088    445
Loans and advances to banks
   40,120                40,120
Loans and advances to customers:

Residential mortgage loans
   106,619                106,619
Credit card receivables
   14,289                14,289
Other personal lending
   29,857                29,857
Wholesale and corporate loans and advances
   183,556                183,556    11,535
Finance lease receivables
   11,077                11,077
Total loans and advances to customers
   345,398                345,398
Available for sale financial investments:

Treasury and other eligible bills
      2,723             2,723
Debt securities
      38,673             38,673    1,244
Total available for sale financial in vestments
      41,396             41,396
Reverse repurchase agreements
            183,075       183,075    225
Other assets
               3,966    3,966    57
Total on-balance sheet
   410,730    220,485    248,088    186,131    12,151    1,077,585
Off-balance sheet:

Acceptances and endorsements
                  365
Guarantees and letters of credit pledged as collateral security and securities lending arrangements                   35,692
Commitments
                  192,639    3,225
Total off-balance sheet
                  228,696
Total maximum exposure at 31st December
                  1,306,281

~~252~~

~~Barclays~~

~~Annual Report 2008~~

47 Credit risk~~(continued)~~continued

Credit risk concentrations

A concentration of credit risk exists when a number of counterparties are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions.

The analyses of credit risk concentrations presented below are based on the location of the counterparty or customer or the industry in which they are engaged.


Credit risk concentrations by geographical sector
	United Kingdom £m	Other European Union £m	United States £m	Africa £m	Rest of the World £m	Total £m
2009
On-balance sheet:
Cash and balances at central banks	37,697	5,584	32,279	1,742	4,181	81,483
Items in the course of collection from other banks	1,340	56	–	196	1	1,593
Trading portfolio	12,232	35,088	52,229	1,414	28,519	129,482
Financial assets designated at fair value held on own account	13,945	3,986	10,800	2,352	3,972	35,055
Derivative financial instruments	133,713	128,881	111,269	2,511	40,441	416,815
Loans and advances to banks	5,117	12,697	13,137	2,388	7,796	41,135
Loans and advances to customers	203,582	84,343	58,355	47,495	26,449	420,224
Available for sale financial investments	16,752	14,028	7,175	4,993	6,859	49,807
Reverse repurchase agreements	22,222	44,014	60,759	527	15,909	143,431
Other assets	1,565	417	651	661	182	3,476
Total on-balance sheet	448,165	329,094	346,654	64,279	134,309	1,322,501
Off-balance sheet:
Acceptances and endorsements	134	5	–	26	210	375
Guarantees and letters of credit pledged as collateral security and securities lending arrangements	3,337	2,783	32,849	1,795	2,048	42,812
Commitments	95,120	26,344	57,598	19,480	8,733	207,275
Total off-balance sheet	98,591	29,132	90,447	21,301	10,991	250,462
Total	546,756	358,226	437,101	85,580	145,300	1,572,963
2008
On-balance sheet:
Cash and balances at central banks	8,406	11,039	8,381	1,712	481	30,019
Items in the course of collection from other banks	1,447	59	–	169	20	1,695
Trading portfolio	23,865	35,396	66,084	2,770	26,185	154,300
Financial assets designated at fair value held on own account	14,158	7,388	19,738	2,904	3,858	48,046
Derivative financial instruments	317,621	215,054	366,161	4,403	81,563	984,802
Loans and advances to banks	7,524	12,591	13,616	2,189	11,787	47,707
Loans and advances to customers	213,079	91,109	75,826	44,373	37,428	461,815
Available for sale financial investments	15,423	18,928	16,583	3,351	8,549	62,834
Reverse repurchase agreements	22,659	41,724	47,034	848	18,089	130,354
Other assets	1,198	548	550	520	280	3,096
Total on-balance sheet	625,380	433,836	613,973	63,239	188,240	1,924,668
Off-balance sheet:
Acceptances and endorsements	274	–	6	41	264	585
Guarantees and letters of credit pledged as collateral security and securities lending arrangements	4,433	3,742	42,227	1,738	1,802	53,942
Commitments	103,548	32,445	90,298	23,210	11,315	260,816
Total off-balance sheet	108,255	36,187	132,531	24,989	13,381	315,343
Total	733,635	470,023	746,504	88,228	201,621	2,240,011

~~Credit risk concentrations by geographical sector~~

      2008
      United
Kingdom
£m
Other
European
Union
£m
   United
States
£m    Africa
£m    Rest of
the
World
£m
Total
£m
On-balance sheet:

Cash and balances at central banks
   8,406    11,039    8,381    1,712    481    30,019
Items in the course of collection from other banks
   1,447    59    –    169    20    1,695
Trading portfolio
   23,865    35,396    66,084    2,770    26,185    154,300
Financial assets designated at fair value held on own account
   14,158    7,388    19,738    2,904    3,858    48,046
Derivative financial instruments
   317,621    215,054    366,161    4,403    81,563    984,802
Loans and advances to banks
   7,524    12,591    13,616    2,189    11,787    47,707
Loans and advances to customers
   213,079    91,109    75,826    44,373    37,428    461,815
Available for sale financial investments
   15,423    18,928    16,583    3,351    8,549    62,834
Reverse repurchase agreements
   22,659    41,724    47,034    848    18,089    130,354
Other assets
   1,198    548    550    520    280    3,096
Total on-balance sheet
   625,380    433,836    613,973    63,239    188,240    1,924,668
Off-balance sheet:

Acceptances and endorsements
   274    –    6    41    264    585
Guarantees and letters of credit pledged as collateral security and securities lending arrangements
   4,433    3,742    42,227    1,738    1,802    53,942
Commitments
   103,548    32,445    90,298    23,210    11,315    260,816
Total off-balance sheet
   108,255    36,187    132,531    24,989    13,381    315,343
Total
   733,635    470,023    746,504    88,228    201,621    2,240,011

~~Credit risk concentrations by geographical sector~~

      2007
      United
Kingdom
£m
Other
European
Union
£m
   United
States
£m    Africa
£m    Rest of
the
World
£m
Total
£m
On-balance sheet:

Cash and balances at central banks
   1,458    2,170    206    1,406    561    5,801
Items in the course of collection from other banks
   1,638    75    –    110    13    1,836
Trading portfolio
   28,959    41,675    53,208    877    31,933    156,652
Financial assets designated at fair value held on own account
   15,713    5,907    20,396    958    8,279    51,253
Derivative financial instruments
   60,534    75,017    82,975    2,229    27,333    248,088
Loans and advances to banks
   5,515    11,102    13,443    2,581    7,479    40,120
Loans and advances to customers
   187,824    56,189    39,944    38,653    22,788    345,398
Available for sale financial investments
   5,934    18,354    7,818    2,944    6,346    41,396
Reverse repurchase agreements
   42,160    51,734    67,018    2,156    20,007    183,075
Other assets
   1,813    617    424    698    414    3,966
Total on-balance sheet
   351,548    262,840    285,432    52,612    125,153    1,077,585
Off-balance sheet:

Acceptances and endorsements
   227    5    5    34    94    365
Guarantees and letters of credit pledged as collateral security and securities lending arrangements
   7,377    1,468    23,696    1,286    1,865    35,692
Commitments
   90,964    23,946    48,657    20,471    8,601    192,639
Total off-balance sheet
   98,568    25,419    72,358    21,791    10,560    228,696
Total
   450,116    288,259    357,790    74,403    135,713    1,306,281

~~Barclays~~

~~Annual Report 2008~~

247

LOGO

47 Credit riskcontinued


Credit risk concentrations by industrial sector
	Government and Central Banks £m	Financial Services £m	Transport, Postal and communication and Business and other services £m	Agriculture, Manufacturing and Wholesale and retail trade £m	Construction and Property £m	Energy and water £m	Residential mortgage loans £m	Other personal lending £m	Finance lease receivables £m	Total £m
2009
On-balance sheet:
Cash and balances at central banks	81,483	–	–	–	–	–	–	–	–	81,483
Items in the course of collection from other banks	7	1,586	–	–	–	–	–	–	–	1,593
Trading portfolio	76,454	41,482	2,811	4,536	1,063	3,136	–	–	–	129,482
Financial assets designated at fair value held on own account	5,435	13,366	2,893	948	11,929	330	150	4	–	35,055
Derivative financial instruments	6,119	379,901	8,424	7,805	2,416	12,081	–	69	–	416,815
Loans and advances to banks	4,425	36,710	–	–	–	–	–	–	–	41,135
Loans and advances to customers	4,800	93,370	40,034	41,645	29,175	10,727	149,099	40,501	10,873	420,224
Available for sale financial investments	16,320	30,398	1,962	377	269	57	416	–	8	49,807
Reverse repurchase agreements	5,347	136,184	608	366	926	–	–	–	–	143,431
Other assets	414	1,588	543	64	60	13	106	682	6	3,476
Total on-balance sheet	200,804	734,585	57,275	55,741	45,838	26,344	149,771	41,256	10,887	1,322,501
Off-balance sheet:
Acceptances and endorsements	–	85	95	155	2	33	–	5	–	375
Guarantees and letters of credit pledged as collateral security and securities lending arrangements	–	33,117	2,805	2,308	715	2,872	584	411	–	42,812
Commitments	1,687	39,806	18,670	28,552	10,647	13,502	15,356	79,055	–	207,275
Total off-balance sheet	1,687	73,008	21,570	31,015	11,364	16,407	15,940	79,471	–	250,462
Total	202,491	807,593	78,845	86,756	57,202	42,751	165,711	120,727	10,887	1,572,963


248		~~253~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

47 Credit risk~~(continued)~~continued


Credit risk concentrations by industrial sector	Credit risk concentrations by industrial sector											Credit risk concentrations by industrial sector
													Government and central banks £m	Financial services £m	Transport, postal and communication and business and other services £m	Agriculture, manufacturing and wholesale and retail trade £m	Construction and Property £m	Energy and water £m	Residential mortgage loans £m	Other personal lending £m	Finance lease receivables £m	Total £m
		2008
		Government and Central Banks £m	Financial Services £m	Transport, Postal and communication and Business and other services £m	Agriculture, Manufacturing and Wholesale and retail trade £m	Construction and Property £m	Energy and water £m	Residential mortgage loans £m	Other personal lending £m	Finance lease receivables £m	Total £m
2008
On-balance sheet:
Cash and balances at central banks		30,019	–	–	–	–	–	–	–	–	30,019		30,019	–	–	–	–	–	–	–	–	30,019
Items in the course of collection from other banks		10	1,685	–	–	–	–	–	–	–	1,695		10	1,685	–	–	–	–	–	–	–	1,695
Trading portfolio		68,962	73,729	3,320	2,590	1,404	4,272	–	4	19	154,300		68,962	73,729	3,320	2,590	1,404	4,272	–	4	19	154,300
Financial assets designated at fair value held on own account		5,871	21,860	1,080	1,286	17,415	271	–	263	–	48,046		5,871	21,860	1,080	1,286	17,415	271	–	263	–	48,046
Derivative financial instruments		10,370	928,793	9,265	14,420	3,779	18,054	–	121	–	984,802		10,370	928,793	9,265	14,420	3,779	18,054	–	121	–	984,802
Loans and advances to banks		2,794	44,913	–	–	–	–	–	–	–	47,707		2,794	44,913	–	–	–	–	–	–	–	47,707
Loans and advances to customers		5,296	112,506	52,243	49,068	29,988	14,078	135,077	50,862	12,697	461,815		5,296	112,506	52,243	49,068	29,988	14,078	139,845	46,094	12,697	461,815
Available for sale financial investments		14,891	44,865	1,288	436	333	354	569	98	–	62,834		14,891	44,865	1,288	436	333	354	569	98	–	62,834
Reverse repurchase agreements		17,939	110,645	536	428	806	–	–	–	–	130,354		17,939	110,645	536	428	806	–	–	–	–	130,354
Other assets		103	1,397	602	260	8	12	155	554	5	3,096		103	1,397	602	260	8	12	155	554	5	3,096
Total on-balance sheet		156,255	1,340,393	68,334	68,488	53,733	37,041	135,801	51,902	12,721	1,924,668		156,255	1,340,393	68,334	68,488	53,733	37,041	140,569	47,134	12,721	1,924,668
Off-balance sheet:
Acceptances and endorsements		–	151	180	231	14	3	–	6	–	585		–	151	180	231	14	3	–	6	–	585
Guarantees and letters of credit pledged as collateral security and securities lending arrangements		–	44,858	4,161	2,275	778	1,604	–	266	–	53,942		–	44,858	4,161	2,275	778	1,604	–	266	–	53,942
Commitments		5,096	33,746	32,769	36,815	11,405	16,279	12,196	112,510	–	260,816		5,096	33,746	32,769	36,815	11,405	16,279	12,196	112,510	–	260,816
Total off-balance sheet		5,096	78,755	37,110	39,321	12,197	17,886	12,196	112,782	–	315,343		5,096	78,755	37,110	39,321	12,197	17,886	12,196	112,782	–	315,343
Total		161,351	1,419,148	105,444	107,809	65,930	54,927	147,997	164,684	12,721	2,240,011		161,351	1,419,148	105,444	107,809	65,930	54,927	152,765	159,916	12,721	2,240,011

~~254~~

~~Barclays~~

~~Annual Report 2008~~

249

47 Credit risk~~(continued)~~

Credit risk concentrations by industrial sector
   2007

Government
and Central
Banks
£m
   Financial
Services
£m
Transport,
Postal and
communication
and Business
and other
services
£m

Agriculture,
Manufacturing
and
Wholesale
and retail
trade
£m

Construction
and
Property
£m

Energy
and
water
£m

Residential
mortgage
loans
£m
   Other
personal
lending
£m    Finance
lease
receivables
£m
Total
£m

On-balance sheet:

Cash and balances at central banks    5,801    –    –    –    –    –    –    –    –    5,801
Items in the course of collection from other banks    8    1,828    –    –    –    –    –    –    –    1,836
Trading portfolio    58,608    83,790    4,434    3,928    924    4,072    895    1    –    156,652
Financial assets designated at fair value held on own account    10,914    23,742    570    699    11,325    396    3,509    98    –    51,253
Derivative financial instruments    2,886    227,609    2,771    5,567    1,106    8,031    87    31    –    248,088
Loans and advances to banks    7,881    32,239    –    –    –    –    –    –    –    40,120
Loans and advances to customers    2,036    70,699    41,678    38,170    22,288    8,623    106,619    44,208    11,077    345,398
Available for sale financial investments    8,880    29,693    2,142    249    167    246    –    19    –    41,396
Reverse repurchase agreements    1,713    179,459    416    735    752    –    –    –    –    183,075
Other assets

   270    1,506    542    307    168    5    112    1,056    –    3,966

Total on-balance sheet



98,997



650,565



52,553



49,655



36,730



21,373



111,222



45,413



11,077



1,077,585

Off-balance sheet:

Acceptances and endorsements    –    125    111    91    21    4    –    13    –    365
Guarantees and letters of credit pledged as collateral security and securities lending arrangements    51    17,021    12,847    1,867    538    2,687    1    680    –    35,692
Commitments    4,511

   30,492

   26,370

   32,388

   11,282

   9,961

   10,969

   66,666

   –

   192,639

Total off-balance sheet



4,562



47,638



39,328



34,346



11,841



12,652



10,970



67,359



–



228,696

Total



103,559



698,203



91,881



84,001



48,571



34,025



122,192



112,772



11,077



1,306,281

Loans and advances to customers in the above table has been reanalysed between Agriculture, Manufacturing and Wholesale and retail trade, Residential mortgage loans and Other personal to reflect changes in classification of assets.

~~Barclays~~

~~Annual Report 2008~~

~~255~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

~~47 Credit risk~~~~(continued)~~continued

Loans and advances

Credit risk management

Governance and responsibilities

The credit risk management teams in each business are accountable to the Business Risk Directors in those businesses who, in turn, report to the heads of their businesses and also to the ~~Group~~Chief Risk ~~Director.~~Officer.

The credit risk function provides Group-wide direction of credit risk-taking. The teams within this function manage the resolution of all significant credit policy issues and run the Credit Committee, which approves major credit decisions. Each business segment has an embedded credit risk management team. These teams assist Group Risk in the formulation of Group Risk policy and its implementation across the businesses.

The principal committees that review credit risk management, formulate overall Group credit policy and resolve all significant credit policy issues are the Board Risk Committee, the Group Risk Oversight Committee, the Wholesale Credit Risk Management Committee and the Retail Credit Risk Management Committee.

The Wholesale Credit Risk Management Committee ~~the Risk Oversight Committee~~(WCRMC) oversees wholesale exposures, comprising lending to businesses, banks and ~~the Board Risk Committee.~~other financial institutions. The WCRMC monitors exposure by country, industry sector, individual large exposures and exposures to sub-investment grade countries.

The Retail Credit Risk Management Committee (RCRMC) oversees exposures, which comprise unsecured personal lending (including small businesses), mortgages and credit cards. The RCRMC monitors the risk profile and performance of the retail portfolios by receipt of key risk measures and indicators at an individual portfolio level, ensuring mitigating actions taken to address performance are appropriate and timely. Metrics reviewed will consider portfolio composition and both an overall stock and new flow level.

The Wholesale Credit Risk Management Committee (WCRMC) oversees wholesale exposures, comprising lending to businesses, banks and other financial institutions. The WCRMC monitors exposure by country, industry sector, individual large exposures and exposures to sub-investment grade countries.

~~The~~ monthly Wholesale and Retail Credit Risk Management Committees exercise oversight through review and challenge of the size and constitution of the portfolios when viewed against Group ~~risk appetite~~Risk Appetite for wholesale and retail credit risks. They are chaired by the ~~Group~~ Wholesale and Retail Credit Risk Directors.

Credit monitoring

Wholesale and corporate loans which are deemed to contain heightened levels of risk are recorded on early-warning or watch lists. These lists are graded in line with the perceived severity of the risk attached to the lending and its probability of default. The lists are updated on a monthly basis and are closely monitored.

Regardless of whether they are recorded on early-warning or watch lists, all wholesale and corporate loans are subject to a full review of all facilities on, at least, an annual basis. More frequent interim reviews may be undertaken should circumstances dictate.

Retail loans (which tend to comprise homogeneous assets) are monitored on a portfolio basis.

Credit risk measurement

Barclays uses statistical modelling techniques throughout its business in its credit rating systems. They enable a coherent approach to risk measurement across all credit exposures, retail and wholesale. The key building blocks in the measurement system are the probability of customer default (PD), exposure in the event of default (EAD), and severity of loss-given-default (LGD). The models are reviewed regularly to monitor their robustness relative to actual performance and amended as necessary to optimise their effectiveness.

For wholesale and corporate lending, Barclays assesses the credit quality of borrowers and other counterparties and assigns them an internal risk rating. Barclays credit rating contains 21 grades, representing the Group’s best estimate of credit risk for a counterparty based on current economic conditions. Retail customers are not all assigned internal risk ratings in this way for account management purposes, therefore their probability of default is considered.

The Group considers Credit Risk Loans (defined as all customers overdue by 90 days or more, and/or individually impaired or restructured) and loan loss rates when assessing the credit performance of its loan portfolios, other than those held at fair value. For the purposes of historical and business unit comparison, loan loss rates are defined as total annualised credit impairment charge (excluding available for sale assets and reverse repurchase agreements) divided by gross loans and advances to customers and banks (at amortised cost).

Credit risk mitigation

Where appropriate, the Group takes action to mitigate credit risk such as reducing amounts outstanding (in discussion with the customers, clients or counterparties if appropriate), using credit derivatives, securitising ~~assets;~~assets, and ~~selling them.~~disposals.

Diversification to avoid unwanted credit risk concentrations is achieved through setting maximum exposure guidelines to individual counterparties. Excesses are reported to the Board Risk ~~Oversight~~ Committee and the ~~Board~~Group Risk Oversight Committee. Mandate and scale limits are used to limit the stock of current exposures in a loan portfolio and the flow of new exposures into a loan portfolio. Limits are typically based on the tenor and nature of the lending.

Collateral and security

The Group routinely obtains collateral and security to mitigate credit risk.

The Group ensures that any collateral held is sufficiently liquid, legally effective, enforceable and regularly reassessed. Before attaching value to collateral, businesses holding specific, agreed classes of collateral must ensure that they are holding a correctly perfected charge.

Before reliance is placed on third party protection in the form of bank, government or corporate guarantees or credit derivative protection from financial intermediary counterparties, a credit assessment is undertaken.

Security structures and legal covenants are subject to regular review, at least annually, to ensure that they remain fit for purpose and remain consistent with accepted local market practice.

~~256~~ 250

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

47 Credit risk~~(continued)~~continued

All loans and advances are categorised as either:

– neither past due nor individually impaired;

– past due but not individually impaired; or

– individually ~~impaired.~~impaired, which includes restructured loans.

The impairment allowance includes allowances against financial assets that have been individually impaired and those subject to collective impairment.

Credit risk loans comprise loans and advances to banks and customers 90 days overdue or more and those subject to individual impairment. The coverage ratio is calculated by reference to the total impairment allowance and the carrying value (before impairment) of credit risk loans.


	As at 31st December 2008									Neither past due nor individually impaired^a £m	Past due but not individually impaired^b £m	Individually impaired £m	Total £m	Impairment allowance £m		Total carrying value £m	Credit Risk Loans £m	Coverage ratio %
	Neither past due nor individually impaired^a £m	Past due but not individually impaired^b £m	Individually impaired £m	Total £m	Impairment allowance £m		Total carrying value £m	Credit Risk Loans £m	Coverage ratio %
As at 31st December 2009
Trading portfolio:
Traded loans	1,070	–	–	1,070	–		1,070	–	–	2,962	–	–	2,962	–		2,962	–	–
Financial assets designated at fair value held on own account:
Loans and advances	29,182	875	–	30,057	–		30,057	–	–	22,210	180	–	22,390	–		22,390	–	–
Other financial assets	1,469	–	–	1,469	–		1,469	–	–	557	–	–	557	–		557	–	–
Loans and advances to banks	46,665	1,045	48	47,758	(51	)	47,707	48	100.0	38,859	2,280	57	41,196	(61	)	41,135	57	100.0
Loans and advances to customers:
Residential mortgage loans	126,363	7,413	1,608	135,384	(307	)	135,077	2,403	12.8	139,199	8,846	1,693	149,738	(639	)	149,099	3,604	17.7
Credit card receivables	21,092	1,426	1,231	23,749	(1,445	)	22,304	1,990	72.6	20,195	1,544	2,459	24,198	(2,309	)	21,889	3,068	75.3
Other personal lending	30,539	1,342	2,040	33,921	(1,883	)	32,038	2,685	70.1	23,796	2,175	2,372	28,343	(2,908	)	25,435	3,466	83.9
Wholesale and corporate loans and advances	246,505	8,307	7,586	262,398	(2,699	)	259,699	8,277	32.6	199,800	7,598	10,088	217,486	(4,558	)	212,928	11,497	39.6
Finance lease receivables	12,367	285	234	12,886	(189	)	12,697	297	63.6	10,128	664	402	11,194	(321	)	10,873	696	46.1
Total	515,252	20,693	12,747	548,692	(6,574	)	542,118	15,700	41.9	457,706	23,287	17,071	498,064	(10,796	)	487,268	22,388	48.2

	As at 31st December 2007
	Neither past due nor individually impaired^a £m	Past due but not individually impaired^b £m	Individually impaired £m	Total £m	Impairment allowance £m		Total carrying value £m	Credit Risk Loans £m	Coverage ratio %
As at 31st December 2008
Trading portfolio:
Traded loans	1,780	–	–	1,780	–		1,780	–	–	1,070	–	–	1,070	–		1,070	–	–
Financial assets designated at fair value held on own account:
Loans and advances	22,977	357	–	23,334	–		23,334	–	–	29,182	875	–	30,057	–		30,057	–	–
Other financial assets	98	–	–	98	–		98	–	–	1,469	–	–	1,469	–		1,469	–	–
Loans and advances to banks	37,601	2,522	–	40,123	(3	)	40,120	–	–	46,665	1,045	48	47,758	(51	)	47,707	48	100.0
Loans and advances to customers:
Loans and advances to customers^c:
Residential mortgage loans	100,323	5,813	615	106,751	(132	)	106,619	1,014	13.0	131,017	7,481	1,668	140,166	(321	)	139,845	2,528	12.7
Credit card receivables	12,587	1,026	1,517	15,130	(841	)	14,289	1,568	53.6	21,092	1,426	1,231	23,749	(1,445	)	22,304	1,990	72.6
Other personal lending	28,569	1,020	1,641	31,230	(1,373	)	29,857	1,822	75.4	25,885	1,274	1,980	29,139	(1,869	)	27,270	2,560	73.0
Wholesale and corporate loans and advances	171,949	7,987	4,930	184,866	(1,310	)	183,556	5,058	25.9	246,505	8,307	7,586	262,398	(2,699	)	259,699	8,277	32.6
Finance lease receivables	10,890	159	141	11,190	(113	)	11,077	179	63.1	12,367	285	234	12,886	(189	)	12,697	297	63.6
Total	386,774	18,884	8,844	414,502	(3,772	)	410,730	9,641	39.1	515,252	20,693	12,747	548,692	(6,574	)	542,118	15,700	41.9

Notes

a	Financial assets subject to collective impairment allowance are included in this column if they are not past due.

b	Financial assets subject to collective impairment allowance are included in this column if they are past due.

c	Loans and advances to customers in the above table have been reanalysed between Residential mortgage loans and Other personal lending.

~~Barclays~~

~~Annual Report 2008~~

~~257~~251

~~Notes to the accounts~~ LOGO

~~For the year ended 31st December 2008~~

47 Credit risk~~(continued)~~continued

Credit quality of loans and advances neither past due nor individually impaired


	2008				2007						2009				2008
	Strong £m	Satisfactory £m	Higher risk £m	Total £m	Strong £m	Satisfactory £m	Higher risk £m	Total £m	Strong £m	Satisfactory £m	Higher risk £m	Total £m	Strong £m	Satisfactory £m	Higher risk £m	Total £m
Trading portfolio:
Trading portfolio:
Traded loans	759	220	91	1,070	223	1,228	329	1,780	1,366	1,290	306	2,962	759	220	91	1,070
Financial assets designated at fair value held on own account:
Loans and advances	25,665	2,792	725	29,182	13,687	6,186	3,104	22,977	15,909	3,809	2,492	22,210	25,665	2,792	725	29,182
Other financial assets	–	1,469	–	1,469	98	–	–	98	261	–	296	557	–	1,469	–	1,469
Loans and advances to banks	40,181	6,384	100	46,665	35,635	1,955	11	37,601	35,825	2,492	542	38,859	40,181	6,384	100	46,665
Loans and advances to customers:
Residential mortgage loans	82,363	42,770	1,230	126,363	60,563	38,000	1,760	100,323	66,956	69,919	2,324	139,199	86,937	42,770	1,310	131,017
Credit card receivables	–	20,426	666	21,092	–	12,582	5	12,587	–	20,038	157	20,195	–	20,426	666	21,092
Other personal lending	7,549	21,750	1,240	30,539	5,061	22,619	889	28,569	3,417	18,108	2,271	23,796	2,975	21,750	1,160	25,885
Wholesale and corporate loans and advances	141,868	94,453	10,184	246,505	114,693	54,828	2,428	171,949	119,764	70,132	9,904	199,800	141,868	94,453	10,184	246,505
Finance lease receivables	4,214	7,504	649	12,367	4,586	6,036	268	10,890	2,664	7,082	382	10,128	4,214	7,504	649	12,367
Total loans and advances	302,599	197,768	14,885	515,252	234,546	143,434	8,794	386,774	246,162	192,870	18,674	457,706	302,599	197,768	14,885	515,252

For the purposes of the analysis of credit quality, the following internal measures of credit quality have been used:


	Retail lending	Wholesale lending
Financial statements description	Probability of default	Probability of default	Default grade
Strong	0.0-0.60%	0.0-0.05% 0.05-0.15% 0.15-0.30% 0.30-0.60%	1-3 4-5 6-8 9-11
Satisfactory	0.60-10.00%	0.60-2.15% 2.15-11.35%	~~11-14~~12-14 15-19
Higher risk	10.00% +	11.35% +	20-21

Financial statement descriptions can be summarised as follows:

Strong – there is a very high likelihood of the asset being recovered in full.

Satisfactory – whilst there is a high likelihood that the asset will be recovered and therefore, of no cause for concern to the Group, the asset may not be collateralised, or may relate to retail facilities, such as credit card balances and unsecured loans, which have been classified as satisfactory, regardless of the fact that the output of internal grading models may have indicated a higher classification. At the lower end of this grade there are customers that are being more carefully monitored, for example, corporate customers which are indicating some evidence of some deterioration, mortgages with a high loan to value ratio, and unsecured retail loans operating outside normal product guidelines.

Higher risk – there is concern over the obligor’s ability to make payments when due. However, these have not yet converted to actual delinquency. There may also be doubts over value of collateral or security provided. However, the borrower or counterparty is continuing to make payments when due and is expected to settle all outstanding amounts of principal and interest.

~~258~~ 252

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

47 Credit risk~~(continued)~~continued

Loans and advances that are past due but not individually impaired

An age analysis of loans and advances that are past due but not individually impaired is set out below.

For the purposes of this analysis an asset is considered past due and included below when any payment due under strict contractual terms is received late or missed. The amount included is the entire financial asset, not just the payment, of principal or interest or both, overdue.

The table below provides a breakdown of total financial assets past due but not individually impaired. In general, retail and wholesale loans fall into this category for two separate reasons. Retail loans and advances to customers may come under this category because the impairment allowance on such loans is calculated on a collective – not individual – basis. This reflects the homogenous nature of the assets, which allows statistical techniques to be used, rather than individual assessment.

In contrast, some loans to wholesale and corporate customers and banks may come under this category because of instances where a payment on a loan is past due without requiring an individual impairment allowance. For example, an individual impairment allowance will not be required when a loss is not expected due to a corporate loan being fully secured or collateralised. As a result, it is past due but not individually impaired.


	2008							Past due up to 1 month £m	Past due 1-2 months £m	Past due 2-3 months £m	Past due 3-6 months £m	Past due 6 months and over £m	Total £m	Of which Credit Risk Loans £m
	Past due up to 1 month £m	Past due 1-2 months £m	Past due 2-3 months £m	Past due 3-6 months £m	Past due 6 months and over £m	Total £m	Of which Credit Risk Loans £m
2009
Financial assets designated at fair value held on own account:
Loans and advances	315	147	81	82	250	875	–	170	–	1	–	9	180	–
Loans and advances to banks	1,044	1	–	–	–	1,045	–	2,280	–	–	–	–	2,280	–
Loans and advances to customers:
Residential mortgage loans	4,420	1,568	630	713	82	7,413	795	4,849	1,453	633	1,410	501	8,846	1,911
Credit card receivables	293	224	150	291	468	1,426	759	501	214	220	459	150	1,544	609
Other personal lending	220	204	273	338	307	1,342	645	369	295	417	413	681	2,175	1,094
Wholesale and corporate loans and advances	6,229	540	847	477	214	8,307	691	5,403	292	494	866	543	7,598	1,409
Finance lease receivables	130	53	39	63	–	285	63	186	86	98	282	12	664	294
Total loans and advances to customers	11,292	2,589	1,939	1,882	1,071	18,773	2,953	11,308	2,340	1,862	3,430	1,887	20,827	5,317
Total financial assets past due but not individually impaired	12,651	2,737	2,020	1,964	1,321	20,693	2,953	13,758	2,340	1,863	3,430	1,896	23,287	5,317

	2007
	Past due up to 1 month £m	Past due 1-2 months £m	Past due 2-3 months £m	Past due 3-6 months £m	Past due 6 months and over £m	Total £m	Of which Credit Risk Loans £m
2008
Financial assets designated at fair value held on own account:
Loans and advances	261	4	1	24	67	357	–	315	147	81	82	250	875	–
Loans and advances to banks	2,031	305	186	–	–	2,522	–	1,044	1	–	–	–	1,045	–
Loans and advances to customers:
Residential mortgage loans	3,609	1,349	456	215	184	5,813	399	4,421	1,570	630	713	147	7,481	860
Credit card receivables	558	155	107	205	1	1,026	51	293	224	150	291	468	1,426	759
Other personal lending	271	199	193	152	205	1,020	181	219	202	273	338	242	1,274	580
Wholesale and corporate loans and advances	6,970	622	267	62	66	7,987	128	6,229	540	847	477	214	8,307	691
Finance lease receivables	75	28	18	38	–	159	38	130	53	39	63	–	285	63
Total loans and advances to customers	11,483	2,353	1,041	672	456	16,005	797	11,292	2,589	1,939	1,882	1,071	18,773	2,953
Total financial assets past due but not individually impaired	13,775	2,662	1,228	696	523	18,884	797	12,651	2,737	2,020	1,964	1,321	20,693	2,953


				253

LOGO

47 Credit riskcontinued

Loans and advances individually assessed as impaired

An analysis of financial assets individually assessed as impaired is as follows:

      2008    2007

Original
carrying
amount
£m
   Impairment
allowance
£m Revised
carrying
amount
£m    Original
carrying
amount
£m    Impairment
allowance
£m Revised
carrying
amount
£m
Loans and advances to banks individually impaired

   48

   (44

)

4

   –

   –

–

Loans and advances to customers:

Residential mortgage loans
   1,608    (227 ) 1,381    615    (88 ) 527
Credit card receivables
   1,231    (727 ) 504    1,517    (725 ) 792
Other personal lending
   2,040    (1,250 ) 790    1,641    (1,030 ) 611
Wholesale and corporate loans and advances
   7,586    (2,310 ) 5,276    4,930    (944 ) 3,986
Finance lease receivables

   234    (140 ) 94    141    (102 ) 39

Total loans and advances individually impaired

   12,747

   (4,698

)

8,049

   8,844

   (2,889

)

5,955

Collective impairment allowance

      (1,876

)

      (883

)

Total impairment allowance

      (6,574

)

      (3,772

)

~~Barclays~~

~~Annual Report 2008~~

~~259~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

~~47 Credit risk~~~~(continued)~~


	2009				2008
	Original carrying amount £m	Impairment allowance £m		Revised carrying amount £m	Original carrying amount £m	Impairment allowance £m		Revised carrying amount £m

Loans and advances to banks individually impaired	57	(49	)	8	48	(44	)	4
Loans and advances to customers:
Residential mortgage loans	1,693	(317	)	1,376	1,668	(240	)	1,428
Credit card receivables	2,459	(1,690	)	769	1,231	(727	)	504
Other personal lending	2,372	(1,531	)	841	1,980	(1,237	)	743
Wholesale and corporate loans and advances	10,088	(3,837	)	6,251	7,586	(2,310	)	5,276
Finance lease receivables	402	(233	)	169	234	(140	)	94
Total loans and advances individually impaired	17,071	(7,657	)	9,414	12,747	(4,698	)	8,049
Collective impairment allowance		(3,139	)			(1,876	)
Total impairment allowance		(10,796	)			(6,574	)

The movements on the impairment allowance during the year were as follows:


		2008												At beginning of year £m	Acquisitions and disposals £m	Unwind of discount £m		Exchange and other adjustments £m		Amounts written off £m		Recoveries £m	Amounts charged to income statement £m	Balance at 31st December £m
		At beginning of year £m	Acquisitions and disposals £m		Unwind of discount £m		Exchange and other adjustments £m	Amounts written off £m		Recoveries £m	Amounts charged to income statement £m	Balance at 31st December £m
2009
Loans and advances to banks		3	–		–		1	–		7	40	51		51	–	–		(11)		–		10	11	61
Loans and advances to customers:	Loans and advances to customers:												Loans and advances to customers:
Residential mortgage loans		132	–		(35	)	19	(44	)	3	232	307		321	19	(59	)	46		(82	)	3	391	639
Credit card receivables		841	306		(68	)	94	(845	)	69	1,048	1,445		1,445	415	(79	)	(28	)	(1,009	)	78	1,487	2,309
Other personal lending		1,373	1		(32	)	134	(525	)	42	890	1,883		1,869	–	(26	)	(89	)	(633	)	21	1,766	2,908
Wholesale and corporate loans and advances		1,310	–		–		506	(1,428	)	41	2,270	2,699		2,699	–	(15	)	(48	)	(1,538	)	28	3,432	4,558
Finance lease receivables		113	–		–		37	(77)		12	104	189		189	–	(6)		3		(118)		10	243	321
Total loans and advances to customers		3,769	307		(135)		790	(2,919)		167	4,544	6,523		6,523	434	(185)		(116)		(3,380)		140	7,319	10,735
Total impairment allowance		3,772	307		(135)		791	(2,919)		174	4,584	6,574		6,574	434	(185)		(127)		(3,380)		150	7,330	10,796
														At beginning of year £m	Acquisitions and disposals £m	Unwind of discount £m		Exchange and other adjustments £m		Amounts written off £m		Recoveries £m	Amounts charged to income statement £m	Balance at 31st December £m
		2007
		At beginning of year £m	Acquisitions and disposals £m		Unwind of discount £m		Exchange and other adjustments £m	Amounts written off £m		Recoveries £m	Amounts charged to income statement £m	Balance at 31st December £m
2008
Loans and advances to banks		4	–		–		–	(1)		13	(13)	3		3	–	–		1		–		7	40	51
Loans and advances to customers:
Residential mortgage loans		124	–		–		2	(5	)	5	6	132		137	–	(35	)	19		(44	)	3	241	321
Credit card receivables		1,030	(75	)	(60	)	4	(819	)	103	658	841		841	306	(68	)	94		(845	)	69	1,048	1,445
Other personal lending		1,139	–		(53	)	10	(668	)	54	891	1,373		1,368	1	(32	)	134		(525	)	42	881	1,869
Wholesale and corporate loans and advances		939	1		–		37	(440	)	46	727	1,310		1,310	–	–		506		(1,428	)	41	2,270	2,699
Finance lease receivables		99	1		–		–	(30	)	6	37	113		113	–	–		37		(77	)	12	104	189
Total loans and advances to customers		3,331	(73)		(113)		53	(1,962)		214	2,319	3,769		3,769	307	(135	)	790		(2,919	)	167	4,544	6,523
Total impairment allowance		3,335	(73)		(113)		53	(1,963)		227	2,306	3,772		3,772	307	(135	)	791		(2,919	)	174	4,584	6,574


Loan Loss Rates
	Gross loans and advances £m	Impairment allowance £m		Loans and advances net of impairment £m	Impairment charge £m	Loan Loss Rate basis point	Gross loans and advances £m	Impairment allowance £m		Loans and advances net of impairment £m	Impairment charge £m	Loan Loss Rate basis points
As at 31st December 2009							472,155	(10,796	)	461,359	7,358	156
As at 31st December 2008	516,096	(6,574	)	509,522	4,913	95	516,096	(6,574	)	509,522	4,913	95
As at 31st December 2007	389,290	(3,772	)	385,518	2,782	71

~~260~~ 254

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

47 Credit risk~~(continued)~~continued

Renegotiated loans and advances

Loans and advances are generally renegotiated either as part of an ongoing customer relationship or in response to an adverse change in the circumstances of the borrower. In the latter case renegotiation can result in an extension of the due date of payment or repayment plans under which the Group offers a concessionary rate of interest to genuinely distressed borrowers. This will result in the asset continuing to be overdue and will be individually impaired where the renegotiated payments of interest and principal will not recover the original carrying amount of the asset. In other cases, renegotiation will lead to a new agreement, which is treated as a new loan.

Collateral and other credit enhancements held

Financial assets that are past due or individually assessed as impaired may be partially or fully collateralised or subject to other forms of credit enhancement.

Assets in these categories subject to collateralisation are mainly corporate loans, residential mortgage loans and finance lease receivables. Credit card receivables and other personal lending are generally unsecured (although in some instances a charge over the borrowers property of other assets may be sought).

Corporate loans

Security is usually taken in the form of a fixed charge over the borrower’s property or a floating charge over the assets of the borrower. Loan covenants may be put in place to safeguard the Group’s financial position. If the exposure is sufficiently large, either individually or at the portfolio level, credit protection in the form of guarantees, credit derivatives or insurance may be taken out.

For these and other reasons collateral given is only accurately valued on origination of the loan or in the course of enforcement actions and as a result it is not practicable to estimate the fair value of the collateral held.

Residential mortgage loans

These are secured by a fixed charge over the property.

A description and the estimated fair value of collateral held in respect of residential mortgage loans that are past due or individually assessed as impaired is as follows:


Nature of assets
	2008 Fair value £m	2007 Fair value £m	2009 Fair value £m	2008 Fair value £m
Residential property	7,264	6,488	9,628	7,264

Collateral included in the above table reflects the Group’s interest in the property in the event of default. That held in the form of charges against residential property in the UK is restricted to the outstanding loan balance. In other territories, where the Group is not obliged to return any sale proceeds to the mortgagee, the full estimated fair value has been included.

Finance lease receivables

The net investment in the lease is secured through retention of legal title to the leased assets.

Collateral and other credit enhancements obtained

The carrying value of assets held by the Group as at 31st December ~~2008~~2009 as a result of the enforcement of collateral was as follows:


Nature of assets
	2008 Carrying amount £m	2007 Carrying amount £m	2009 Carrying amount £m	2008 Carrying amount £m
Residential property	171	34	71	171
Commercial and industrial property	2	1	66	2
Other credit enhancements	61	–	248	61
Total	234	35	385	234

Any properties repossessed are made available for sale in an orderly and timely fashion, with any proceeds realised being used to reduce or repay the outstanding loan. For business customers, in some circumstances, where excess funds are available after repayment in full of the outstanding loan, they are offered to any other, lower ranked, secured lenders. Any additional funds are returned to the customer. Barclays does not, as a rule, occupy repossessed properties for its business use.

The Group does not use assets obtained in its operations. Assets obtained are normally sold, generally at auction, or realised in an orderly manner for the maximum benefit of the Group, the borrower and the borrower’s other creditors in accordance with the relevant insolvency regulations.

~~Barclays~~

~~Annual Report 2008~~

~~261~~255

~~Notes to the accounts~~ LOGO

~~For the year ended 31st December 2008~~

47 Credit risk~~(continued)~~continued

Debt securities

Trading portfolio assets, financial assets designated at fair value and available for sale assets are measured on a fair value basis. The fair value will reflect, among other things, the credit risk of the issuer.

Most listed and some unlisted securities are rated by external rating agencies. The Group mainly uses external credit ratings provided by Standard & Poors’ or Moody’s. Where such ratings are not available or are not current, the Group will use its own internal ratings for the securities.

An analysis of the credit quality of the Group’s debt securities is set out below:


	2008				2007				2009				2008
	AAA to BBB- (investment grade) £m	BB+ to B £m	B- and below £m	Total £m	AAA to BBB- (investment grade) £m	BB+ to B £m	B- and below £m	Total £m	AAA to BBB- (investment grade) £m	BB+ to B £m	B- and below £m	Total £m	AAA to BBB- (investment grade) £m	BB+ to B £m	B-and below £m	Total £m
Trading portfolio:
Treasury and other eligible bills	4,491	53	–	4,544	1,984	110	–	2,094	9,901	25	–	9,926	4,491	53	–	4,544
Debt securities	141,454	5,556	1,676	148,686	143,161	8,958	659	152,778	109,237	5,321	2,036	116,594	141,454	5,556	1,676	148,686
Total trading portfolio	145,945	5,609	1,676	153,230	145,145	9,068	659	154,872	119,138	5,346	2,036	126,520	145,945	5,609	1,676	153,230
Financial assets designated at fair value held on own account:
Debt securities	1,222	7,406	–	8,628	10,010	14,207	–	24,217	2,200	1,791	16	4,007	1,222	7,406	–	8,628
Available for sale financial investments:
Treasury and other eligible bills	2,823	1,180	–	4,003	2,130	593	–	2,723	4,049	1,870	–	5,919	2,823	1,180	–	4,003
Debt securities	55,817	2,347	667	58,831	36,623	1,528	522	38,673	40,184	3,185	519	43,888	55,817	2,347	667	58,831
Total available for sale financial investments	58,640	3,527	667	62,834	38,753	2,121	522	41,396	44,233	5,055	519	49,807	58,640	3,527	667	62,834
Total debt securities	205,807	16,542	2,343	224,692	193,908	25,396	1,181	220,485	165,571	12,192	2,571	180,334	205,807	16,542	2,343	224,692
%	91.6	7.4	1.0	100.0	88.0	11.5	0.5	100	91.8	6.8	1.4	100.0	91.6	7.4	1.0	100.0

~~In addition to~~Included in the table above, there are impaired available for sale debt securities with a carrying value at 31st December ~~2008~~2009 of ~~£329m (2007: £432m)~~£265m (2008: £329m), after a write-down of ~~£363m (2007: £13m)~~£692m (2008: £363m).

Collateral is not generally obtained directly from the issuers of debt securities. Certain debt securities may be collateralised by specifically identified assets that would be ~~obtained~~obtainable in the event of default.

Derivatives

Derivatives are measured on a fair value basis.

The credit quality of the Group’s derivative assets according to the credit quality of the counterparty at 31st December ~~2008~~2009 and ~~2007~~2008 was as follows:


	2008				2007				2009				2008
	AAA to BBB- (investment grade) £m	BB+ to B £m	B– and below £m	Total £m	AAA–BBB- (investment grade) £m	BB+ to B £m	B– and below £m	Total £m	AAA to BBB- (investment grade) £m	BB+ to B £m	B- and below £m	Total £m	AAA to BBB- (investment grade) £m	BB+ to B £m	B- and below £m	Total £m
Derivatives	939,071	42,266	3,465	984,802	243,491	3,630	967	248,088	399,534	15,565	1,716	416,815	939,071	42,266	3,465	984,802
%	95.3	4.3	0.4	100.0	98.1	1.5	0.4	100.0	95.9	3.7	0.4	100.0	95.3	4.3	0.4	100.0

Credit risk from derivatives is mitigated where possible through netting agreements whereby derivative assets and liabilities with the same counterparty can be offset. Group policy requires all netting arrangements to be legally documented. The ISDA Master Agreement is the Group’s preferred agreement for documenting OTC derivatives. It provides the contractual framework within which dealing activities across a full range of OTC products are conducted and contractually binds both parties to apply close-out netting across all outstanding transactions covered by an agreement if either party defaults or other ~~pre-determined~~predetermined events occur.

Collateral is obtained against derivative assets, depending on the creditworthiness of the counterparty and/or nature of the transaction. Any collateral taken in respect of OTC trading exposures will be subject to a ‘haircut’ which is negotiated at the time of signing the collateral agreement. A haircut is the valuation percentage applicable to each type of collateral and will be largely based on liquidity and price volatility of the underlying security. The collateral obtained for derivatives is either cash, direct debt obligation government (G14+) bonds denominated in the domestic currency of the issuing country, debt issued by supranationals or letters of credit issued by an institution with a long-term unsecured debt rating of A+/A3 or better. Where the Group has ISDA master agreements, the collateral document will be the ISDA Credit Support Annex (CSA). The collateral document must give Barclays the power to realise any collateral placed with it in the event of the failure of the counterparty, and to place further collateral when requested or in the event of insolvency, administration or similar processes, as well as in the case of early termination.

Derivative assets and liabilities would be ~~£917,074m (2007: £215,585m)~~£374bn (2008: £917bn) lower than reported if netting were permitted for assets and liabilities with the same counterparty or for which the Group holds cash collateral.

~~262~~ 256

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

47 Credit risk~~(continued)~~continued

Reverse repurchase agreements

Reverse repurchase agreements and securities borrowing arrangements are collateralised loans typically of short maturities.

The loans are fully collateralised with highly liquid securities legally transferred to the Group. The level of collateral is monitored daily and further collateral called when required.


	2008				2007				2009				2008
	AAA to BBB– (investment grade) £m	BB+ to B £m	B– and below £m	Total £m	AAA to BBB– (investment grade) £m	BB+ to B £m	B– and below £m	Total £m	AAA to BBB- (investment grade) £m	BB+ to B £m	B- and below £m	Total £m	AAA to BBB- (investment grade) £m	BB+ to B £m	B- and below £m	Total £m
Financial assets designated at fair value held on own account:
Other financial assets	3,882	3,401	–	7,283	3,056	–	–	3,056	4,749	1,955	1,053	7,757	3,882	3,401	–	7,283
Reverse repurchase agreements	122,188	6,101	2,065	130,354	180,637	2,391	47	183,075	136,366	6,674	391	143,431	122,188	6,101	2,065	130,354
Total Reverse repurchase agreements	126,070	9,502	2,065	137,637	183,693	2,391	47	186,131
Total reverse repurchase agreements									141,115	8,629	1,444	151,188	126,070	9,502	2,065	137,637
%	91.6	6.9	1.5	100.0	98.7	1.3	–	100.0	93.3	5.7	1.0	100.0	91.6	6.9	1.5	100.0

No reverse repurchase agreements held by the Group at 31st December ~~2008~~2009 or ~~2007~~2008 were individually impaired, however during the year, the Group wrote off ~~£124m~~£43m of reverse repurchase agreements ~~(2007: £nil)~~(2008: 124m).

Other credit risk assets

The Group’s other assets that are subject to credit risk are cash with central banks of ~~£30,019m (2007: £5,801m)~~£81,483m (2008: £30,019m), items in course of collection from other Banks ~~£1,695m (2007: £1,836m)~~£1,593m (2008: £1,695m), other financial assets ~~£3,096m (2007: £3,966m)~~£3,476m (2008: £3,096m).

Cash and balances at central banks

Substantially all balances are held with central banks. There is limited credit risk in relation to balances at central banks.

Items in the course of collection from other banks

There is limited credit risk in relation to items in the course of collection through the clearing system from other banks. Other financial assets

Other financial assets

Other financial assets comprise ~~£3,096m (2007: £3,966m)~~£3,476m (2008: £3,096m) of other assets and ~~£609m (2007: £548m)~~£344m (2008 £609m) of assets held at fair value.

Off-balance sheet

The Group applies fundamentally the same risk management policies for off-balance sheet risks as it does for its on-balance sheet risks. In the case of ~~committments~~commitments to lend, customers and counterparties will be subject to the same credit management policies as for loans and advances. Collateral may be sought depending on the strength of the counterparty and the nature of the transaction.

Credit market exposures

Barclays Capital’s credit market exposures primarily relate to US residential mortgages, commercial mortgages and leveraged finance businesses that have been significantly impacted by the continued deterioration in the global credit markets. The exposures include both significant positions subject to fair value movements in the profit and loss account and positions that are classified as loans and advances and available for sale. ~~None of the exposure disclosed below has been reclassified to loans and advances under the amendments to IAS 39.~~

The exposures are set out by asset class below:

US Residential Mortgages    As at
31.12.08
£m    As at
31.12.07
£m

ABS CDO Super Senior



3,104


4,671

Other US sub- prime



3,441


5,037

Alt-A



4,288


4,916

US RMBS exposure wrapped by monoline insurers



1,639


730

Commercial mortgages



Commercial real estate
   11,578    11,103
Commercial mortgage-backed securities
   735    1,296
CMBS exposure wrapped by monoline insurers

   1,854    197

Other Credit Market Exposures



Leveraged finance



10,391


9,027

SIVs and SIV-Lites



963


784

CDPCs



150


19

CLO and other exposure wrapped by monoline insurers



4,939


408


US Residential Mortgages	As at 31.12.09 £m	As at 31.12.08 £m
ABS CDO Super Senior	1,931	3,104
Other US sub-prime and Alt-A	1,392	7,729
Monoline wrapped US RMBS	6	1,639
Commercial mortgages
Commercial real estate loans and properties	7,734	11,578
Commercial mortgage-backed securities	471	735
Monoline wrapped CMBS	30	1,854
Other Credit Market Exposures
Leveraged finance^a	5,507	9,048
SIVs, SIV-Lites and CDPCs	553	1,113
Monoline wrapped CLO and other	2,126	4,939
Total exposures	19,750	41,739
Loan to Protium	7,859	–

On 16th September 2009, Barclays Capital sold assets of £7,454m, including £5,087m in credit market assets, to Protium Finance LP (Protium), a newly established fund. As part of the transaction, Barclays extended a £7,669m 10-year loan to Protium Finance LP. At 31st December 2009, this loan had a carrying value of £7,859m (including accrued interest).

Note

a	This is a change in presentation from 31st December 2008, which reflected certain loan facilities originated post 1st July 2007.

~~Barclays~~

~~Annual Report 2008~~

~~263~~257

~~Notes to the accounts~~ LOGO

~~For the year ended 31st December 2008~~

48 Market risk

Market risk management

Market risk is the risk that ~~Barclays~~the Group’s earnings or capital, or its ability to meet business objectives, will be adversely affected by changes in the level or volatility of market rates or prices such as interest rates, credit spreads, commodity prices, equity prices and foreign exchange rates. ~~Market~~The majority of market risk ~~mainly arises from trading activities.~~exposure resides in Barclays Capital. Barclays is also exposed to market risk through interest rate risk on its non-trading activities and through the pension fund.

Organisation and structure

The head of each business, assisted by the business risk management team, is accountable for all market risks associated with its activities. Each business is responsible for the identification, measurement, management, control and reporting of market risk as outlined in Barclays Market Risk Control Framework. Oversight and support is provided to the business by the Market Risk Director, assisted by the ~~central market risk~~Group Market Risk team. The Market Risk Committee reviews, approves, and makes recommendations concerning the market risk profile across Barclays including risk appetite, limits and utilisation. The Committee meets monthly and is chaired by the Market Risk Director. Attendees include the Chief Risk ~~Director,~~Officer, respective business risk managers and ~~senior managers from the central market risk team.~~Group Market Risk.

Traded market risk

Risk measurement and control

The measurement techniques used to measure and control traded market risk include Daily Value at Risk (DVaR), Expected Shortfall ~~(ES)~~, average of the three worst hypothetical losses from the DVaR simulation (3W), Global Asset Class stress testing and ~~scenario~~Global Scenario stress testing.

DVaR is an estimate of the potential loss arising from unfavourable market movements, if the current positions were to be held unchanged for one business day. Barclays Capital uses the historical simulation ~~method~~methodology with a ~~two year~~two-year unweighted historical ~~period.~~

The historical simulation calculation can be split into three parts:

– Calculate hypothetical daily profit or loss for each position over the most recent two years, using observed daily market moves.

– Sum all hypothetical profit or losses for day 1one across all positions, giving one total profit or loss. ~~This is repeated~~Repeat for all other days in the ~~two year~~two-year history.

– DVaR is the 95th percentile selected from the two years of daily hypothetical total profit or loss.

DVaR is an important market risk measurement and control tool and consequently the model is regularly assessed. The main approach employed is the technique known as back-testing which counts the number of days when a loss (as defined by the ~~FSA in BIPRU 7.10)~~FSA), exceeds the corresponding DVaR estimate, measured at the 99% confidence level.

The FSA categorises a DVaR model as green, ~~(being best),~~ amber or red. A green model is consistent with a good working DVaR model and is achieved for models that have four or less back-testing exceptions in a 12-month period. For Barclays Capital’s trading book, green model status was maintained for ~~2008~~2009 and ~~2007.~~2008.

~~264~~

~~Barclays~~

~~Annual Report 2008~~

~~48 Market risk~~~~(continued)~~

Expected Shortfall is the average of all hypothetical losses from the historical simulation beyond DVaR. To ~~further~~ improve the control framework, formal ~~daily~~ monitoring of ES3W (average of the three worst observations from the DVaR historical simulation) was ~~started. This metric is~~started in the ~~average~~first half of ~~all the hypothetical losses beyond DVaR. Other controls, includes stress testing and scenario testing.~~2009.

~~Scenario tests are~~testing is based on hypothetical events which could lead to extreme yet plausible stress type moves, under which profitability is seriously challenged. ~~The scenarios~~

Market Risk is controlled through the use of limits where appropriate on the above risk measures. Limits are devised by senior risk managers and economists and are reviewed quarterly. Examples include ‘Global pandemic’, ‘Problems with GBP sovereign issuances’ and ‘Liquidity crisis’. The scenarios are calculatedset at ~~least fortnightly and~~ the ~~results are included in the Traded Positions Risk Review meeting information pack.~~

~~Analysis of traded market risk exposures~~

total Barclays Capital ~~market~~level, risk ~~exposure,~~factor level such as ~~measured by average total DVaR (95%), increased by 64% to £53.4m in 2008. This was mainly due to higher market volatility within the credit spread~~interest rate risk, and business line level. Book limits such as foreign exchange and interest rate ~~DVaRs.~~sensitivity limits are also in place.

Total DVaR increased significantly in the fourth quarter, mainly due to extreme market volatility following the failure of several financial intuitions and a material deterioration in the global economic outlook. Total DVaR (95%) at 31st December 2008 was £86.6m (31st December 2007: £39.6m), which was within limit.

~~On a 98% basis, average total DVaR increased 82% to £76.5m.~~

~~The daily average, maximum and minimum values of DVaR, 95% and 98%, were calculated as below.~~

DVaR (98%)
   12 months to
31st December 2008
12 months to
31st December 2007


Average
£m
High
£m    Low
£m    Average
£m High
£m    Low
£m

Interest rate risk
   45.0 80.9    21.0    20.0 33.3    12.6
Credit spread risk
   54.0 143.4    30.1    24.9 43.3    14.6
Commodity risk
   23.9 39.6    16.5    20.2 27.2    14.8
Equity risk
   12.8 28.9    6.7    11.2 17.6    7.3
Foreign exchange risk
   8.1 21.0    2.9    4.9 9.6    2.9
Diversification effect^a

   (67.3 ) n/a    n/a    (39.2 ) n/a    n/a
Total DVaR

   76.5

158.8

   47.5

   42.0

59.3

   33.1

~~The average ES in 2008 was £70.0m, a rise of £34.7m compared with 2007.~~

~~Note~~

258

~~Barclays~~

~~Annual Report 2008~~

~~265~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

48 Market risk~~(continued)~~continued

~~Non-trading~~Analysis of traded market risk exposures

Barclays Capital's market risk exposure, as measured by average total DVaR, increased by 45% to £77m (2008: £53m). The rise was mainly due to volatility considerations, increased interest rate and credit spread exposure, and the Lehman Brothers North America businesses acquisition. Volatility impacted average DVaR because 2008’s extreme volatility impacted DVaR throughout 2009 but only impacted 2008 DVaR in the last four months of 2008.

Expected shortfall and 3W averaged £121m and £209m respectively representing increases of £51m (73%) and £93m (80%) compared to 2008. The daily average, maximum and minimum values of DVaR, Expected Shortfall and 3W were calculated as below.


DVaR (95%)
	12 months to 31st December 2009				12 months to 31st December 2008
	Average £m		High^a £m	Low^a £m	Average £m		High^a £m	Low^a £m
Interest rate risk	44		83	23	29		48	15
Credit spread risk	58		102	35	31		72	15
Commodity risk	14		20	11	18		25	13
Equity risk	13		27	5	9		21	5
Foreign exchange risk	8		15	3	6		13	2
Diversification effect^a	(60	)	n/a	n/a	(40	)	n/a	n/a
Total DVaR	77		119	50	53		95	36
Expected shortfall	121		188	88	70		146	41
3W	209		301	148	116		282	61

Non-traded interest rate risk

Non-traded interest rate risk arises from the provision of retail and wholesale (non-traded) banking products and services.

Barclays objective is to minimise non-traded risk. This is achieved by transferring risk from the business to a local treasury or Group Treasury, who in turn hedge the net exposure with the external market. Limits exist to ensure no material risk is retained within any business or product area. The majority of non-trading interest rate market exposures are within Global Retail and Commercial Banking, .and Group Treasury. Trading activity is not permitted outside Barclays Capital.

Risk measurement and control

The ~~techniques used to measure~~risk in each business is measured and ~~control non-traded interest rate risk include Annual~~controlled using both an income metric (Annual Earnings at Risk) and a present value metric (Daily Value at Risk ~~DVaR~~or stress testing). In addition scenario stress analysis is carried out by the business and ~~Stress Testing. Book limits such as foreign exchange~~reviewed by senior management and ~~interest position limits are also in place.~~business-level asset and liability committees, when required.

Annual Earnings at Risk (AEaR) measures the sensitivity of net interest income (NII) over the next 12 months. It is calculated as the difference between the estimated income using the current yield curve and the lowest estimated income following a 100 basis points increase or decrease in interest ~~rates.~~rates, subject to a minimum interest rate of 0%. Balances are adjusted for an assumed behavioural profile. This includes the treatment of non-maturity deposits.

~~DVaR is also used as a complementary tool to AEaR.~~

~~Stress testing is also carried out by the business centres~~Daily Value at Risk and ~~is reviewed by senior management and business-level asset and liability committees. The~~ stress testing is ~~tailored~~calculated using a Barclays Capital consistent approach. Both these metrics are calculated by each respective business area with oversight provided by Group Market Risk.

Note

The high (and low) DVaR figures reported for each category did not necessarily occur on the same day as the high (and low) DVaR reported as a whole. Consequently, a diversification effect number for the high (and low) DVaR figures would not be meaningful and it is therefore omitted from the above table.


				259

LOGO

48 Market riskcontinued

Analysis of ~~Net Interest Income~~net interest income sensitivity

The tables below show the pre-tax net interest income sensitivity for the non-trading financial assets and financial liabilities held at 31st December ~~2008.~~2009. The sensitivity has been measured using AEaR methodology as described above. The benchmark interest rate for each currency is set as at 31st December ~~2008.~~2009. The figures include the effect of hedging instruments but exclude exposures held or issued by Barclays Capital as these are measured and managed using DVaR.


Net interest in come sensitivity(AEaR) by currency
Net interest income sensitivity (AEaR) by currency									Net interest income sensitivity (AEaR) by currency
	+100 basis points 2008 £m		–100 basis points 2008 £m		+100 basis points 2007 £m		–100 basis points 2007 £m			+100 basis points 2009 £m		–100 basis points 2009 £m		+100 basis points 2008 £m		–100 basis points 2008 £m
GBP	3		(273	)	36		(37	)		30		(360	)	3		(273	)
USD	(25	)	7		(3	)	1			(43	)	14		(25	)	7
EUR	(34	)	30		(23	)	23			(34	)	–		(34	)	30
ZAR	13		(13	)	19		(19	)		29		(27	)	13		(13	)
Others	–		(8	)	4		(5	)		(1	)	4		–		(8	)
Total	(43	)	(257	)	33		(37	)		(19	)	(369	)	(43	)	(257	)
As percentage of net interest in come	(0.37%	)	(2.24%	)	0.34%		(0.39%	)
As percentage of net interest income										(0.16%	)	(3.10%	)	(0.37%	)	(2.24%	)

Non-traded interest rate risk, as measured by AEaR, was ~~£257m~~£369m in ~~2008,~~2009, an increase of ~~£220m~~£112m compared to ~~2007.~~2008. This estimate takes into account the rates in place as at 31st December ~~2008.~~2009. The increase mainly reflects the reduced spread generated on retail and commercial banking liabilities in the lower interest rate environment. If the interest rate hedges had not been in place then the AEaR risk for ~~2008~~2009 would have been ~~£670m.~~£704m (2008: £670m).

DVaR is also used to control market risk in ~~GRCB~~Global Retail and Commercial Banking – Western Europe and in Group Treasury. The indicative average DVaRs for ~~2008, using a simplified DVaR approach, were £1.3m~~2009 are £1.4m (2008: £1.3m) for Western Europe and ~~£0.6m respectively.~~£1.0m (2008: £0.6m) for Group Treasury.

Analysis of ~~Equity~~equity sensitivity


	+100 basis points 2008 £m		–100 basis points 2008 £m		+100 basis points 2007 £m		–100 basis points 2007 £m		+100 basis points 2009 £m		–100 basis points 2009 £m		+100 basis points 2008 £m		–100 basis points 2008 £m
Net interest income	(43	)	(257	)	33		(37	)	(19	)	(369	)	(43	)	(257	)
Taxation effects on the above	6		33		(9	)	10		4		86		6		33
Effect on profit for the year	(37	)	(224	)	24		(27	)	(15	)	(283	)	(37	)	(224	)
As percentage of net profit after tax	(0.70%	)	(4.24%	)	0.47%		(0.53%	)	(0.15%	)	(2.75%	)	(0.70%	)	(4.24%	)
Effect on profit for the year (per above)	(37	)	(224	)	24		(27	)	(15	)	(283	)	(37	)	(224	)
Available for sale reserve	(806	)	806		(390	)	390		(527	)	527		(806	)	806
Cash flow hedging reserve	(473	)	474		(476	)	476
Cash flow hedge reserve									(929	)	957		(473	)	474
Taxation effects on the above	166		(166	)	242		(242	)	341		(347	)	166		(166	)
Effect on equity	(1,150	)	890		(600	)	597		(1,130	)	854		(1,150	)	890
As a percentage of equity	(2.43%	)	1.88%		(1.85%	)	1.84%
As percentage of equity									(1.93%	)	1.46%		(2.43%	)	1.88%

~~266~~ 260

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

48 Market risk~~(continued)~~continued

Foreign exchange risk

The Group is exposed to two sources of foreign exchange risk.

~~(a)~~a) Transactional foreign currency exposure

Transactional foreign exchange exposures represent exposure on banking assets and liabilities, denominated in currencies other than the functional currency of the transacting entity.

The Group’s risk management policies prevent the holding of significant open positions in foreign currencies outside the trading portfolio managed by Barclays Capital which is monitored through DVaR.

There were no material net transactional foreign currency exposures outside the trading portfolio at either 31st December ~~2008~~2009 or ~~2007.~~2008. Due to the low level of non-trading exposures no reasonably possible change in foreign exchange rates would have a material effect on either the Group’s profit or movements in equity for the year ended 31st December ~~2008~~2009 or ~~2007.~~2008.

~~(b)~~b) Translational foreign exchange exposure

The Group’s translational foreign currency exposure arises from both its capital resources (including investments in subsidiaries and branches, intangible assets, ~~minority~~non-controlling interests, deductions from capital and debt ~~capital)~~capital instruments) and risk weighted assets (RWAs) being denominated in ~~non-Sterling~~foreign currencies. Changes in foreign exchange rates result in changes in the Sterling equivalent value of ~~non-Sterling~~foreign currency denominated capital resources and risk weighted assets. As a result, the Group’s regulatory capital ratios are sensitive to foreign exchange rate movements.

The Group’s capital ratio hedge strategy is to minimise the volatility of ~~all~~the capital ratios ~~whilst taking into account the impact on hedging of non-Sterling net investments, the cost of hedging, the availability of a suitable~~caused by foreign exchange ~~market and prevailing foreign exchange rates.~~

rate movements. To ~~minimise volatility in the equity ratio,~~achieve this, the Group aims ~~over time~~ to maintain the ratio of foreign currency ~~equity capital~~Core Tier 1, Tier 1 and Total Capital resources to foreign currency RWAs the same as the Group’s ~~equity ratio. To~~capital ratios.

The Group’s foreign currency capital resources include investments in subsidiaries and branches, intangible assets, non-controlling interests, deductions from capital and debt capital instruments.

The Group’s investments in foreign currency subsidiaries and branches create ~~equity~~ capital resources denominated in ~~non-Sterling currencies, the Group leaves some investments in core non-Sterling subsidiaries and branches un-hedged. The resultant change~~foreign currencies. Changes in the Sterling value of the investments isdue to foreign currency movements are captured in the currency translation reserve, resulting in ~~an equity capital movement.~~a movement in Core Tier 1 capital.

~~Depending on~~During 2009, structural currency exposures net of hedging instruments increased from £6.4bn to £12.5bn primarily as a result of US Dollar hedging decisions taken in accordance with the ~~value of non-Sterling net investments, it may not always be possible to maintain the ratio, leaving some~~Group’s capital ratio ~~sensitivity to~~hedge strategy for foreign exchange rate movements.

~~The proceeds from equity accounted~~To create foreign currency preference shares are also used in the equity ratio hedge. If a preference share is redeemed, the cumulative movement in the currency translation reserve will be offset by an equal and opposite movement in other reserves reflecting the revaluation of the preference shares to prevailing foreign exchange rates.

~~The exposure of~~ Tier 1 and Total Capital resources additional to the Core Tier 1 capital ~~ratios is managed by issuing,~~resources, the Group issues, where possible, debt capital in ~~non-Sterling currencies such that the ratio of Tier 1 and total capital resources to risk weighted assets is the same as the Group’s Tier 1 and Total capital ratios.~~non sterling currencies. This is primarily achieved by the issuance of debt capital from Barclays Bank PLC, ~~in major currencies,~~ but can also be achieved by subsidiaries issuing capital in local currencies.

The carrying value of the Group’s foreign currency net investments in subsidiaries and branches and the foreign currency borrowings and derivatives used to hedge them as at 31st December ~~2008~~2009 were as follows:

At 31st December 2009
Functional currency of the operation involved

   Foreign
currency
net
investments
£m    Borrowings
which hedge
the net
investments
£m    Derivatives
which hedge
the net
investments
£m    Structural
currency
exposures
pre economic
hedges £m Economic
hedges
£m    Remaining
structural
currency
exposures
£m

US Dollar
   16,677    3,205    –    13,472    6,056    7,416
Euro
   6,772    3,418    –    3,354    2,902    452
Rand
   4,055    –    1,542    2,513    189    2,324
Japanese Yen
   4,436    3,484    940    12    –    12
Swiss Franc
   2,840    2,734    92    14    –    14
Other

   2,983    –    677    2,306    –    2,306

Total

   37,763    12,841    3,251    21,671    9,147    12,524
At 31st December 2008



US Dollar
   14,577    6,019    –    8,558    6,720    1,838
Euro
   6,336    2,922    –    3,414    3,125    289
Rand
   3,725    –    1,306    2,419    164    2,255
Japanese Yen
   5,009    801    4,212    (4 ) –    (4 )
Swiss Franc
   3,042    2,936    101    5    –    5

Other

   2,940    –    880    2,060    –    2,060

Total

   35,629    12,678    6,499    16,452    10,009    6,443

At 31st December 2008
Functional currency of the operation involved

   Foreign
currency
net
investments
£m    Borrowings
which hedge
the net
investments
£m    Derivatives
which hedge
the net
investments
£m
Structural
currency
exposures
pre economic
hedges
£m
Economic
hedges
£m    Remaining
structural
currency
exposures
£m

United States Dollar
   14,577    6,019    –    8,558 6,720    1,838
Euro
   6,336    2,922    –    3,414 3,125    289
Rand
   3,725    –    1,306    2,419 164    2,255
Japanese Yen
   5,009    801    4,212    (4 ) –    (4 )
Swiss Franc
   3,042    2,936    101    5 –    5
Other

   2,940    –    880    2,060 –    2,060

Total

   35,629    12,678    6,499    16,452 10,009    6,443

At 31st December 2007
Functional currency of the operation involved

   Foreign
currency
net
investments
£m    Borrowings
which hedge
the net
investments
£m    Derivatives
which hedge
the net
investments
£m
Structural
currency
exposures
pre economic
hedges
£m
   Economic
hedges
£m    Remaining
structural
currency
exposures
£m

United States Dollar
   3,273    1,000    –    2,273    3,575    (1,302 )
Euro
   3,690    1,506    –    2,184    2,387    (203 )
Rand
   3,205    –    2,599    606    165    441
Japanese Yen
   2,986    180    2,773    33    –    33
Swiss Franc
   2,140    –    2,131    9    –    9
Other

   1,847    53    465    1,329    –    1,329

Total

   17,141    2,739    7,968    6,434    6,127    307

~~Barclays~~

~~Annual Report 2008~~

~~267~~261

~~Notes to the accounts~~ LOGO

~~For the year ended 31st December 2008~~

48 Market risk~~(continued)~~continued

The economic hedges represent the US Dollar and Euro Preference Shares and Reserve Capital Instruments in issue that are treated as equity under IFRS, and do not qualify as hedges for accounting purposes.

The impact of a change in the exchange rate between Sterling and any of the major currencies would be:

– A higher or lower Sterling equivalent value of non-Sterling denominated capital resources and risk weighted assets. This includes a higher or lower currency translation reserve within equity, representing the retranslation of non-Sterling subsidiaries, branches and associated undertakings net of the impact of foreign exchange rate changes on derivatives and borrowings designated as hedges of net investments.

– A higher or lower profit after tax, arising from changes in the exchange rates used to translate items in the consolidated income statement.

– A higher or lower value of available for sale investments denominated in foreign currencies, impacting the available for sale reserve.

49 Liquidity risk

Liquidity management

Organisation and structure

Execution of the Group’s liquidity risk management strategy is carried out at country level within agreed policies, controls and limits, with the Country Treasurer providing reports directly to ~~credit events, merger~~Barclays Treasury to evidence conformance with the agreed risk profile. Liquidity risk is a standing agenda item at Country and ~~acquisition activity, systemic shocks~~Cluster Asset and ~~natural disasters.~~Liability Committees and on a consolidated basis is reported to the Group’s Treasury Committee.

The objective of the Group’s liquidity risk management strategy is to ensure that the funding profile of individual businesses and the Group as a whole is appropriate to underlying market conditions and the profile of our business in each given country. Liquidity risk limits and controls are flexed to achieve that profile and are based on regular qualitative and quantitative assessments of conditions under both normal and stressed conditions. Businesses are only allowed to have funding exposure to wholesale markets where they can demonstrate that their market is sufficiently deep and liquid and then only relative to the size and complexity of their business.

Liquidity risk ~~management and measurement~~framework

Barclays has a comprehensive Liquidity ~~management within~~Risk Management Framework (the Liquidity Framework) for managing the Group’s liquidity risk. The objective of the Liquidity Framework is for the Group to have sufficient liquidity to continue to operate for at least the minimum period specified by the FSA in the event that the wholesale funding markets are neither open to Barclays nor to the market as a whole. Many of the stress tests currently applied under the Liquidity Framework will also be applied under the FSA’s new regime, although the precise calibration may differ in Barclays final Individual Liquidity Guidance to be set by the FSA. The framework considers a range of possible wholesale and retail factors leading to loss of financing including:

–

maturing of wholesale liabilities;

–

loss of secured financing and widened haircuts on remaining book;

–

retail and commercial outflows from savings and deposit accounts;

–

drawdown of loans and commitments;

–

potential impact of a two-notch ratings downgrade; and

–

withdrawal of initial margin amounts by counterparties.

Liquidity pool

The Group liquidity pool as at 31st December 2009 was £127bn gross (31st December 2008: £43bn) and comprised the following cash and unencumbered assets:


Composition of Group liquidity pool
	Cash and deposits with central banks £bn	Government guaranteed bonds £bn	Government and supranational bonds £bn	Other available liquidity £bn	Total £bn
As at 31st December 2009	81	3	31	12	127
As at 31st December 2008^a	30	–	2	11	43

The cost of maintaining the liquidity pool is a function of the source of funding for the buffer and the reinvestment spread.

Note

a	Previously disclosed as Barclays Capital only.


262

Notes to the accounts

For the year ended 31st December 2009

continued

49 Liquidity riskcontinued

Term financing

Raising term funding is important in meeting the risk appetite of the Barclays Liquidity Framework. Barclays has ~~several components.~~continued to increase the term of issued liabilities during 2009 by issuing:

–

£15bn equivalent of public senior term funding

–

£1.8bn equivalent of public covered bonds

–

£21bn equivalent of structured notes

The Group has £4bn of publicly issued debt and £11bn of structured notes maturing in 2010.

Intraday liquidity

The Group policy is that each operation must ensure that it has access to sufficient intraday liquidity to meet any obligations it may have to clearing and settlement systems. Major currency payment flows and payment system collateral are monitored and managed in real time to ensure that at all times there is sufficient collateral to make payments. In practice the Group maintains a significant buffer of surplus intraday liquidity to ensure that payments are made on a timely basis. The Group actively engages in payment system development to help ensure that new payment systems are robust.

Day to day funding

Day to day funding is managed through limits on wholesale borrowings, secured borrowings and funding mismatches. These ensure that on any day and over any period there is a limited amount of refinancing ~~required.~~requirement. These requirements include ~~replacement~~replenishment of funds as ~~liabilities~~they mature or are borrowed by customers. The Retail and Commercial Bank together with Wealth maintain no reliance on wholesale funding. The Group maintains an active presence in global money markets through Barclays Capital, and monitors and manages the wholesale money market capacity for the Group’s name to enable that to happen.

~~Liquid assets~~

Diversification of liquidity sources


Wholesale depositor split by counterparty type – Barclays Capital
	Banks %	Corporates %	Governments %	Other central banks %	Other financial institutions %	Total %
As at 31st December 2009	36	15	2	16	31	100
As at 31st December 2008	32	15	11	9	33	100


Wholesale depositor split by geography – Barclays Capital
	US %	UK %	Other EU %	Japan %	Africa %	World %	Rest of Total %
As at 31st December 2009	9	25	23	3	16	24	100
As at 31st December 2008	13	22	16	9	17	23	100

~~Structural liquidity~~Funding structure

The ratio of customer loans to customer deposits and long-term funding has improved to 81% at 31st December 2009, from 93% at 31st December 2008.


				263

LOGO

49 Liquidity riskcontinued

Global retail and commercial banking, Barclays Wealth and Head Office functions

An important source of structural liquidity is provided by our core retail deposits in the UK, Europe and ~~Africa,~~Africa; mainly current accounts and savings accounts. Although contractually current accounts are repayable on demand and savings accounts at short notice, the Group’s broad base of customers – numerically and by depositor type – helps to protect against unexpected fluctuations. Such accounts form a stable funding base for the Group’s operations and liquidity needs.

~~The~~ Group policy is to ~~fund~~ensure that the ~~balance sheet~~ assets of the ~~Retail~~retail, wealth and ~~Commercial Bank~~corporate bank, together with ~~Wealth and~~ Head ~~office~~Office functions, on a global basis, ~~with~~do not exceed customer deposits and ~~capital without recourse to the~~subordinated funding so that these businesses place no reliance on wholesale markets. ~~This provides protection from the liquidity risk of wholesale market funding.~~ The exception to this policy is Absa, which has a large portion of wholesale funding due to the ~~structural nature~~structure of the South African financial sector.

~~Scenario analysis and stress testing~~

~~Stress testing is undertaken~~In order to assess ~~and plan for the impact of various scenarios which may put the Group’s liquidity at risk.~~

Treasury develops and monitors a range of stress tests on the Group’s projected cash flows. These stress scenarios include Barclays-specific scenarios such an unexpected rating downgrade and operational problems, and external scenarios such as Emerging Market crises, payment system disruption and macro-economic shocks. The output informs both the liquidity mismatch limits and the Group’s contingency funding plan. This is maintained by Treasury and is aligned with the Group and country business resumption plans to encompass decision-making authorities, internal and external communication and, in the event of a systems failure, the restoration of liquidity management and payment systems.

~~268~~

~~Barclays~~

~~Annual Report 2008~~

~~49 Liquidity risk~~~~(continued)~~

~~Year-end assessment of liquidity~~

~~Global Retail and Commercial Banking~~

The sum of liabilities in Global Retail and Commercial Banking, Barclays Wealth and Head office functions exceeds assets in those businesses. As a result they have no reliance on wholesale funding. The balance sheet is modelled to reflect behavioural experience in both assets and liabilities and is managed to maintain a ~~positive~~ cash ~~profile.~~surplus. The maturity profile, excluding Absa, resulting from this behavioural modelling is set out below. This shows that there is a funding surplus of £94.5bn, and that there are expected outflows of £10.2bn within one year from asset repayments being less than liability attrition. For subsequent years the expected repayments on assets are larger than the roll off of liabilities resulting in cash inflows. Maturities of net liabilities are, therefore, behaviourally expected to occur after five years.

~~Throughout 2008 Global Retail and Commercial Banking continued to grow the amount of customer deposits despite competitive pressures.~~


Behavioural maturity profile of assets and liabilities^a
					Cash inflow/(outflow)
	Funding surplus £bn	Not more than 1 year £bn		Over 1 year but not more than 2 years £bn	Over 2 years but not more than 3 years £bn	Over 3 years but not more than 4 years £bn	Over 4 years but not more than 5 years £bn	Over 5 years £bn
As at 31st December 2009	94.5	(10.2	)	17.8	21.2	7.8	1.8	(132.9	)

Barclays Capital

~~Funding reliability~~73% of the inventory is ~~maintained by accessing~~funded on a ~~wide variety~~secured basis (31st December 2008: 50%). Additionally, much of investors and geographies and by building and maintaining strong relationships with these providers of liquidity. The depositors include asset managers, money market funds, corporates, government bodies, central banks and other financial institutions. Deposits are predominantly sourced from Western Europe and North America.

~~Unsecured Funding~~

~~Additionally, unsecured~~the short-term funding is ~~managed within specific term limits. The term of unsecured liabilities has been extended, with average life increasing year over year.~~

~~Our capital markets debt issuance includes issues of senior~~invested in highly liquid assets and ~~subordinated debt in US registered offerings~~central bank cash and ~~medium-term note programmes and European medium-term note programs. Substantially all of our unsecured senior issuance is without covenants that trigger increased cost or accelerate maturity.~~

~~Secured Funding~~therefore contributes towards the Group liquidity pool.

Barclays ~~funds securities~~Capital undertakes secured funding in the repo markets based on liquidity characteristics. Limits are in place for each security asset class reflecting liquidity in the cash and financing markets for these assets. The ~~vast majority~~percentage of assets funded in repurchase and stock loan transactions are fundable within central bank facilities (excluding Bank of England Emergency facilities and the Federal Reserve Primary Dealer Credit Facility). These are largely composed of G7 government securities, US mortgage agency debentures and mortgage backed securities, investment grade corporate securities and listed equities.

~~Liquidity risk to~~ secured funding using each asset class as collateral is ~~also mitigated by:~~set out below:


Secured funding by asset class
	Government %	Agency %	MBS %	ABS %	Corporate %	Equity %	Other %
As at 31st December 2009	59	7	7	6	10	8	3
As at 31st December 2008	49	9	11	9	15	4	3

Unsecured wholesale funding for the Group (excluding Absa) is managed by Barclays Capital within specific term limits. Excluding short-term deposits that are included within the Group’s liquidity pool, the term of unsecured liabilities has been extended, with average life improving from at least 14 months^b at 31st December 2008 to at least 26 months at 31st December 2009.

Contractual maturity of unsecured liabilities^a

(Net of assets available from the Group liquidity pool)

Not more
than
1 month
%

Not more
than
2 months
%

Not more
than
3 months
%

Not more
than
6 months
%

Not more
than
1 year
%

Over
1 year
%

As at 31st December 2009

–

Notes

–a	~~selecting reliable counterparties~~In accordance with IFRS 7, prior year figures have not been provided as these measures have not previously been reported on a comparable basis.

–b	~~maintaining~~The 31st December 2008 average unsecured liability term ~~financing and by limiting~~has been restated to at least 14 months to reflect refinements in the ~~amount of overnight funding~~underlying calculation.

–	~~limiting overall secured funding usage~~

~~Readily available liquidity~~

Substantial resources are maintained to offset maturing deposits and debt. These readily available assets are sufficient to absorb stress level losses of liquidity from unsecured as well as contingent cash outflows, such as collateral requirements on ratings downgrades. The sources of liquidity and contingent liquidity are from a wide variety of sources, including deposits held with central banks and unencumbered securities.

264

~~Barclays~~

~~Annual Report 2008~~

~~269~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

49 Liquidity risk~~(continued)~~continued

Contractual maturity of financial assets and liabilities

Details of contractual maturities for assets and liabilities form an important source of information for the management of liquidity risk. ~~In order to more accurately reflect~~Such information is used (amongst other things) as the ~~expected behaviour of the Group’s assets and liabilities measurement and~~basis for modelling ~~of each is constructed. This forms the foundation of~~a behavioural balance sheet, for input into the liquidity ~~controls.~~framework, as discussed above.

The table below provides detail on the contractual maturity of all financial instruments and other assets and liabilities. Derivatives (other than those designated in a hedging relationship) and trading portfolio assets and liabilities ~~which~~ are included in the on demand column at their fair value. Liquidity risk on these items is not managed on the basis of contractual maturity since they are not held for settlement according to such maturity and will frequently be settled before contractual maturity at fair value. Derivatives designated in a hedging relationship are included according to their contractual maturity.

Financial assets designated at fair value in respect of linked liabilities to customers under investment contracts have been included in Other assets and Other liabilities as the Group is not exposed to liquidity risk arising from them; any request for funds from creditors would be met by simultaneously liquidating or transferring the related ~~investment~~investment.

At 31st December ~~2008~~2009


	On demand £m	Not more than three months £m		Over three months but not more than six months £m		Over six months but not more than one year £m		Over one year but not more than three years £m		Over three years but not more than five years £m		Over five years but not more than ten years £m		Over ten years £m	Total £m	On demand £m	Not more than three months £m		Over three months but not more than six months £m		Over six months but not more than one year £m		Over one year but not more than three years £m		Over three years but not more than five years £m		Over five years but not more than ten years £m		Over ten years £m	Total £m

Assets
Cash and balances at central banks	29,774	245		–		–		–		–		–		–	30,019	80,592	891		–		–		–		–		–		–	81,483
Items in the course of collection from other banks	1,619	76		–		–		–		–		–		–	1,695	1,243	350		–		–		–		–		–		–	1,593
Trading portfolio assets	185,637	–		–		–		–		–		–		–	185,637	151,344	–		–		–		–		–		–		–	151,344
Financial assets designated at fair value:
– held on own account	661	13,861		1,648		5,861		5,420		6,738		4,159		16,194	54,542	679	10,795		1,679		2,456		5,514		3,998		2,293		13,897	41,311
Derivative financial instruments:
– held for trading	981,996	–		–		–		–		–		–		–	981,996	415,638	–		–		–		–		–		–		–	415,638
– designated for risk management	–	381		91		542		505		336		419		532	2,806	–	216		115		89		236		101		334		86	1,177
Loans and advances to banks	4,882	35,690		505		1,892		1,887		1,854		52		945	47,707	5,114	30,385		314		1,787		2,396		544		98		497	41,135
Loans and advances to customers	51,155	87,624		12,447		21,976		60,927		44,982		57,409		125,295	461,815	44,826	68,876		8,987		17,848		51,886		38,357		63,180		126,264	420,224
Available for sale financial investments	132	11,539		5,129		13,461		10,266		6,660		9,779		8,010	64,976	1,157	6,999		8,356		3,434		20,530		5,871		6,802		3,334	56,483
Reverse repurchase agreements and cash collateral on securities borrowed	29	107,415		8,947		2,582		10,124		1,019		238		–	130,354	248	129,095		3,558		5,604		4,680		31		210		5	143,431
Other financial assets																–	2,816		–		–		660		–		–		–	3,476

Total financial assets	1,255,885	256,831		28,767		46,314		89,129		61,589		72,056		150,976	1,961,547	700,841	250,423		23,009		31,218		85,902		48,902		72,917		144,083	1,357,295

Other assets	–	–		–		–		–		–		–		91,433	91,433															21,634

Total assets	1,255,885	256,831		28,767		46,314		89,129		61,589		72,056		242,409	2,052,980															1,378,929

Liabilities
Deposits from other banks	10,850	94,083		6,040		1,273		1,585		461		433		185	114,910	3,861	50,020		4,850		15,558		1,325		200		420		212	76,446
Items in the course of collection due to other banks	1,633	2		–		–		–		–		–		–	1,635	1,373	93		–		–		–		–		–		–	1,466
Customer accounts	195,728	112,582		9,389		10,099		2,451		1,555		1,395		2,306	335,505	205,868	86,481		8,226		11,940		2,954		3,049		2,864		1,047	322,429
Trading portfolio liabilities	59,474	–		–		–		–		–		–		–	59,474	51,252	–		–		–		–		–		–		–	51,252
Financial liabilities designated at fair value:
– held on own account	1,043	16,573		10,630		5,115		12,229		12,041		11,825		7,436	76,892	1,219	17,599		5,755		7,145		18,780		14,701		14,647		6,356	86,202
Derivative financial instruments:
– held for trading	964,071	–		–		–		–		–		–		–	964,071	402,019	–		–		–		–		–		–		–	402,019
– designated for risk management	–	222		141		1,345		1,197		108		781		207	4,001	–	186		68		37		111		433		394		168	1,397
Debt securities in issue	2,567	79,600		10,049		17,197		23,355		9,856		2,528		4,415	149,567	64	43,390		17,761		19,408		29,904		11,607		7,838		5,930	135,902
Repurchase agreements and cash collateral on securities lent	69	176,169		3,409		2,067		245		267		59		–	182,285	502	189,843		5,446		2,525		326		108		29		2	198,781
Subordinated liabilities	–	260		49		281		1,345		999		10,176		16,732	29,842	–	173		1		27		1,234		1,375		9,871		13,135	25,816
Other financial liabilities																–	4,959		–		–		1,135		–		–		–	6,094

Total financial liabilities	1,235,435	479,491		39,707		37,377		42,407		25,287		27,197		31,281	1,918,182	666,158	392,744		42,107		56,640		55,769		31,473		36,063		26,850	1,307,804

Other liabilities	–	–		–		–		–		–		–		87,387	87,387															12,647

Total liabilities	1,235,435	479,491		39,707		37,377		42,407		25,287		27,197		118,668	2,005,569															1,320,451

Cumulative liquidity gap	20,450	(202,210	)	(213,150	)	(204,213	)	(157,491	)	(121,189	)	(76,330	)	47,411	47,411	34,683	(107,638	)	(126,736	)	(152,158	)	(122,025	)	(104,596	)	(67,742	)	49,491	58,478

~~270~~

~~Barclays~~

~~Annual Report 2008~~

265

49 Liquidity risk~~(continued)~~continued


At 31st December 2008
	On demand £m	Not more than three months £m		Over three months but not more than six months £m		Over six months but not more than one year £m		Over one year but not more than three years £m		Over three years but not more than five years £m		Over five years but not more than ten years £m		Over ten years £m	Total £m

Assets
Cash and balances at central banks	29,774	245		–		–		–		–		–		–	30,019
Items in the course of collection from other banks	1,619	76		–		–		–		–		–		–	1,695
Trading portfolio assets	185,637	–		–		–		–		–		–		–	185,637
Financial assets designated at fair value:
– held on own account	661	13,861		1,648		5,861		5,420		6,738		4,159		16,194	54,542
Derivative financial instruments:
– held for trading	981,996	–		–		–		–		–		–		–	981,996
– designated for risk management	–	381		91		542		505		336		419		532	2,806
Loans and advances to banks	4,882	35,690		505		1,892		1,887		1,854		52		945	47,707
Loans and advances to customers	51,155	87,624		12,447		21,976		60,927		44,982		57,409		125,295	461,815
Available for sale financial investments	132	11,539		5,129		13,461		10,266		6,660		9,779		8,010	64,976
Reverse repurchase agreements and cash collateral on securities borrowed	29	107,415		8,947		2,582		10,124		1,019		238		–	130,354
Other financial assets	–	2,459		–		–		637		–		–		–	3,096

Total financial assets	1,255,885	259,290		28,767		46,314		89,766		61,589		72,056		150,976	1,964,643

Other assets															88,337

Total assets															2,052,980

Liabilities
Deposits from other banks	10,850	94,083		6,040		1,273		1,585		461		433		185	114,910
Items in the course of collection due to other banks	1,633	2		–		–		–		–		–		–	1,635
Customer accounts	195,728	112,582		9,389		10,099		2,451		1,555		1,395		2,306	335,505
Trading portfolio liabilities	59,474	–		–		–		–		–		–		–	59,474
Financial liabilities designated at fair value:
– held on own account	1,043	16,573		10,630		5,115		12,229		12,041		11,825		7,436	76,892
Derivative financial instruments:
– held for trading	964,071	–		–		–		–		–		–		–	964,071
– designated for risk management	–	222		141		1,345		1,197		108		781		207	4,001
Debt securities in issue	2,567	79,600		10,049		17,197		23,355		9,856		2,528		4,415	149,567
Repurchase agreements and cash collateral on securities lent	69	176,169		3,409		2,067		245		267		59		–	182,285
Subordinated liabilities	–	260		49		281		1,345		999		10,176		16,732	29,842
Other financial liabilities	–	4,573		–		–		1,572		–		–		–	6,145

Total financial liabilities	1,235,435	484,064		39,707		37,377		43,979		25,287		27,197		31,281	1,924,327

Other liabilities															81,242

Total liabilities															2,005,569

Cumulative liquidity gap	20,450	(204,324	)	(215,264	)	(206,327	)	(160,540	)	(124,238	)	(79,379	)	40,316	47,411

Expected maturity dates do not differ significantly from the contract dates, except for:

–
	Trading Portfolio Assets and Liabilities and derivative financial instruments, which may not be held to maturity as part of the Group’s trading strategies. For these instruments, which are mostly held by Barclays Capital, liquidity and repricing risk is managed through the Daily Value at Risk (DVaR) methodology.

~~At 31st December 2007~~

On
demand
£m

Not more
than three
months
£m

Over
three
months
but not
more than
six months
£m

Over
six months
but not
more than
one year
£m

Over
one year
but not
more than
three years
£m

Over
three years
but not
more than
five years
£m

Over
five years
but not
more than
ten years
£m

Over
ten years
£m

Total
£m
Assets

Cash and balances at central banks    4,785 1,016 – – – – – –    5,801
Items in course of collection from other banks    1,651 185 – – – – – –    1,836
Trading portfolio assets    193,691 – – – – – – –    193,691
Financial assets designated at fair value:
– held on own account
   1,901 3,202 657 3,029 13,882 7,022 10,637 16,299    56,629
Derivative financial instruments:
– held for trading
   246,950 – – – – – – –    246,950
– designated for risk management
   – 76 92 39 260 105 317 249    1,138
Loans and advances to banks    5,882 22,143 446 3,189 1,259 1,035 5,680 486    40,120
Loans and advances to customers    43,469 62,294 12,793 19,307 35,195 30,926 47,297 94,117    345,398
Available for sale financial investments    994 9,009 4,544 2,377 10,831 6,466 5,268 3,583    43,072
Reverse repurchase agreements and cash collateral on securities borrowed

   –

158,475

7,369

7,835

4,921

4,348

127

–

   183,075

Total financial assets

   499,323 256,400 25,901 35,776 66,348 49,902 69,326 114,734    1,117,710
Other assets

   – – – – – – – 109,651    109,651
Total assets

   499,323 256,400 25,901 35,776 66,348 49,902 69,326 224,385    1,227,361
Liabilities

Deposits from other banks    16,288 69,049 1,977 991 651 1,171 231 188    90,546
Items in the course of collection due to other banks    1,781 11 – – – – – –    1,792
Customer accounts    174,269 101,667 5,692 4,097 1,656 1,240 993 5,373    294,987
Trading portfolio liabilities    65,402 – – – – – – –    65,402
Financial liabilities designated at fair value:
– held on own account
   655 18,022 8,331 6,933 10,830 11,601 12,625 5,492    74,489
Derivative financial instruments:
– held for trading
   247,378 – – – – – – –    247,378
– designated for risk management
   – 51 43 82 310 150 215 59    910
Debt securities in issue    698 70,760 11,798 6,945 13,308 7,696 3,123 5,900    120,228
Repurchase agreements and cash collateral on securities lent    – 160,822 2,906 5,547 40 92 22 –    169,429
Subordinated liabilities

   – – – – 250 934 7,511 9,455    18,150
Total financial liabilities

   506,471 420,382 30,747 24,595 27,045 22,884 24,720 26,467    1,083,311
Other liabilities

   – – – – – – – 111,574    111,574
Total liabilities

   506,471 420,382 30,747 24,595 27,045 22,884 24,720 138,041    1,194,885
Cumulative liquidity gap

   (7,148 ) (171,130 ) (175,976 ) (164,795 ) (125,492 ) (98,474 ) (53,868 ) 32,476    32,476

–

Retail deposits, which are included within customer accounts, are repayable on demand or at short notice on a contractual basis. In practice, these instruments form a stable base for the Group’s operations and liquidity needs because of the broad base of customers – both numerically and by depositor type.

–

Financial assets designated at fair value held in respect of linked liabilities, which are managed with the associated liabilities.

266

~~Barclays~~

~~Annual Report 2008~~

~~271~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

49 Liquidity risk~~(continued)~~continued

Contractual maturity of financial liabilities on an undiscounted basis

The table below presents the cash flows payable by the Group under financial liabilities by remaining contractual maturities at the balance sheet date. The amounts disclosed in the table are the contractual undiscounted cash flows of all financial liabilities (i.e nominal values), whereas the Group manages the inherent liquidity risk based on discounted expected cash inflows. Derivative financial instruments held for trading and trading portfolio liabilities are included in the on demand column at their fair value.

At 31st December ~~2008~~2009


	On demand £m	Within one year £m	Over one year but less than five years £m	Over five years £m	Total £m		On demand £m	Within one year £m	Over one year but less than five years £m	Over five years £m	Total £m

Deposits from other banks	10,850	101,537	2,224	671	115,282		3,861	70,645	1,607	773	76,886
Items in the course of collection due to other banks	1,633	2	–	–	1,635		1,373	93	–	–	1,466
Customer accounts	195,728	132,927	5,249	5,807	339,711		205,868	106,991	6,898	5,488	325,245
Trading portfolio liabilities	59,474	–	–	–	59,474		51,252	–	–	–	51,252
Financial liabilities designated at fair value:
– held on own account	1,043	33,860	28,300	30,427	93,630		1,219	31,030	35,733	34,206	102,188
Derivative financial instruments:
– held for trading	964,071	–	–	–	964,071		402,019	–	–	–	402,019
– designated for risk management	–	1,809	1,671	1,206	4,686		–	311	627	998	1,936
Debt securities in issue	2,567	108,955	34,510	11,853	157,885		64	82,215	46,055	22,243	150,577
Repurchase agreements and cash collateral on securities lent	69	181,895	547	24	182,535		502	197,864	450	37	198,853
Subordinated liabilities	–	1,273	10,166	22,593	34,032		–	2,101	6,295	26,842	35,238
Other financial liabilities	–	4,573	1,572	–	6,145		–	4,959	1,135	–	6,094

Total financial liabilities	1,235,435	566,831	84,239	72,581	1,959,086		666,158	496,209	98,800	90,587	1,351,754

Off balance sheet items
Off-balance sheet items
Loan commitments	222,801	30,502	5,799	917	260,019		127,540	74,111	4,181	861	206,693
Other commitments	493	318	340	–	1,151		386	384	19	–	789

Total off balance sheet items	223,294	30,820	6,139	917	261,170
Total off-balance sheet items							127,926	74,495	4,200	861	207,482

Total financial liabilities and off balance sheet items	1,458,729	597,651	90,378	73,498	2,220,256
Total financial liabilities and off-balance sheet items							794,084	570,704	103,000	91,448	1,559,236

At 31st December 2007

	On demand £m	Within one year £m	Over one year but not more than five years £m	Over five years £m	Total £m
At 31st December 2008						At 31st December 2008

Deposits from other banks	16,288	72,533	2,099	275	91,195		10,850	101,537	2,224	671	115,282
Items in the course of collection due to other banks	1,781	11	–	–	1,792		1,633	2	–	–	1,635
Customer accounts	174,269	112,875	3,739	10,280	301,163		195,728	132,927	5,249	5,807	339,711
Trading portfolio liabilities	65,402	–	–	–	65,402		59,474	–	–	–	59,474
Financial liabilities designated at fair value:
– held on own account	655	34,008	25,870	31,868	92,401		1,043	33,860	28,300	30,427	93,630
Derivative financial instruments:
– held for trading	247,378	–	–	–	247,378		964,071	–	–	–	964,071
– designated for risk management	–	226	479	186	891		–	1,809	1,671	1,206	4,686
Debt securities in issue	698	91,201	22,926	15,020	129,845		2,567	108,955	34,510	11,853	157,885
Repurchase agreements and cash collateral on securities lent	–	169,725	146	23	169,894		69	181,895	547	24	182,535
Subordinated liabilities	–	463	4,964	17,875	23,302
Subordinated liabilities^a							–	1,273	5,114	28,726	35,113
Other financial liabilities	–	2,968	1,456	–	4,424		–	4,573	1,572	–	6,145

Total financial liabilities	506,471	484,010	61,679	75,527	1,127,687		1,235,435	566,831	79,187	78,714	1,960,167

Off balance sheet items
Off-balance sheet items
Loan commitments	183,784	3,111	4,513	963	192,371		222,801	30,502	5,799	917	260,019
Other commitments	453	200	145	12	810		493	318	340	–	1,151

Total off balance sheet items	184,237	3,311	4,658	975	193,181
Total off-balance sheet items							223,294	30,820	6,139	917	261,170

Total financial liabilities and off balance sheet items	690,708	487,321	66,337	76,502	1,320,868
Total financial liabilities and off-balance sheet items							1,458,729	597,651	85,326	79,631	2,221,337

Financial liabilities designated at fair value in respect of linked liabilities under investment contracts have been excluded from this analysis as the Group is not exposed to liquidity risk arising from them. Any request for funds from investors would be met simultaneously from the linked assets.

The balances in the above table ~~will~~do not agree directly to the balances in the consolidated balance sheet as the table incorporates all cash flows, on an undiscounted basis, related to both principal as well as those associated with all future coupon payments.

The principal due under perpetual subordinated liability instruments has been included in the over five years category. Further interest payments have not been included on this amount, which according to their strict contractual terms, could carry on indefinitely.

Note

a	Subordinated liabilities maturity has been reanalysed to reflect the date on which the counterparty can require repayment as opposed to the date of first call.

~~272~~

~~Barclays~~

~~Annual Report 2008~~

267

50 Fair value of financial instruments

The fair value of a financial instrument is the amount for which an asset could be exchanged, or a liability settled, in an arm’s length transaction between knowledgeable willing parties.

Comparison of carrying amounts and fair values

The following table summarises the carrying amounts of financial assets and liabilities presented on the Group’s balance sheet, and their fair values differentiating between financial assets and liabilities subsequently measured at fair value and those subsequently measured at amortised cost:


		2008		2007			2009		2008
	Notes	Carrying amount £m	Fair value £m	Carrying amount £m	Fair value £m	Notes	Carrying amount £m	Fair value £m	Carrying amount £m	Fair value £m

Financial assets:
Cash and balances at central banks	a	30,019	30,019	5,801	5,801	a	81,483	81,483	30,019	30,019
Items in the course of collection from other banks	a	1,695	1,695	1,836	1,836	a	1,593	1,593	1,695	1,695
Trading portfolio assets
– Treasury and other eligible bills	b	4,544	4,544	2,094	2,094	b	9,926	9,926	4,544	4,544
– Debt securities	b	148,686	148,686	152,778	152,778	b	116,594	116,594	148,686	148,686
– Equity securities	b	30,535	30,535	36,307	36,307	b	19,602	19,602	30,535	30,535
– Traded Loans	b	1,070	1,070	1,780	1,780
– Traded loans						b	2,962	2,962	1,070	1,070
– Commodities	b	802	802	732	732	b	2,260	2,260	802	802

Financial assets designated at fair value:
held in respect of linked liabilities under investment contracts	b	66,657	66,657	90,851	90,851	b	1,257	1,257	66,657	66,657
held under own account:
– Equity securities	b	6,496	6,496	5,376	5,376	b	6,256	6,256	6,496	6,496
– Loans and advances	b	30,187	30,187	23,491	23,491	b	22,390	22,390	30,187	30,187
– Debt securities	b	8,628	8,628	24,217	24,217	b	4,007	4,007	8,628	8,628
– Other financial assets designated at fair value	b	9,231	9,231	3,545	3,545	b	8,658	8,658	9,231	9,231
Derivative financial instruments	b	984,802	984,802	248,088	248,088	b	416,815	416,815	984,802	984,802
Loans and advances to banks	c	47,707	47,594	40,120	40,106	c	41,135	41,135	47,707	47,594
Loans and advances to customers
– Residential mortgage loans	c	135,077	133,605	106,619	106,615	c	149,099	142,726	139,845	138,373
– Credit card receivables	c	22,304	22,312	14,289	14,289	c	21,889	21,889	22,304	22,312
– Other personal lending	c	32,038	31,264	29,857	29,857	c	25,435	25,430	27,270	26,496
– Wholesale and corporate loans and advances	c	259,699	247,798	183,556	182,036	c	212,928	207,648	259,699	247,798
– Finance lease receivables	c	12,697	12,697	11,077	11,066	c	10,873	10,898	12,697	12,697
Available for sale financial instruments
– Treasury and other eligible bills	b	4,003	4,003	2,723	2,723	b	5,919	5,919	4,003	4,003
– Debt securities	b	58,831	58,831	38,673	38,673	b	43,888	43,888	58,831	58,831
– Equity securities	b	2,142	2,142	1,676	1,676	b	6,676	6,676	2,142	2,142
Reverse repurchase agreements and cash collateral on securities borrowed	c	130,354	129,296	183,075	183,075	c	143,431	142,524	130,354	129,296
Financial liabilities:
Deposits from banks	d	114,910	114,912	90,546	90,508	d	76,446	76,457	114,910	114,912
Items in the course of collection due to other banks	a	1,635	1,635	1,792	1,792	a	1,466	1,466	1,635	1,635
Customer accounts:
– Current and demand accounts	d	82,515	82,515	80,006	80,006	d	100,710	100,710	82,515	82,515
– Savings accounts	d	76,008	76,008	74,599	74,599	d	81,188	81,188	76,008	76,008
– Other time deposits	d	176,982	176,966	140,382	141,917	d	140,531	140,544	176,982	176,966
Trading portfolio liabilities:
– Treasury and other eligible bills	b	79	79	486	486	b	381	381	79	79
– Debt securities	b	44,309	44,309	50,506	50,506	b	44,327	44,327	44,309	44,309
– Equity securities	b	14,919	14,919	13,702	13,702	b	6,468	6,468	14,919	14,919
– Commodities	b	167	167	708	708	b	76	76	167	167
Financial liabilities designated at fair value:
– Held on own account	b	76,892	76,892	74,489	74,489	b	86,202	86,202	76,892	76,892
– Liabilities to customers under investment contracts	b	69,183	69,183	92,639	92,639	b	1,679	1,679	69,183	69,183
Derivative financial instruments	b	968,072	968,072	248,288	248,288	b	403,416	403,416	968,072	968,072
Debt securities in issue	d	149,567	148,736	120,228	120,176	d	135,902	135,405	149,567	148,736
Repurchase agreements and cash collateral on securities lent	d	182,285	182,285	169,429	169,429	d	198,781	198,781	182,285	182,285
Subordinated liabilities	d	29,842	22,944	18,150	17,410	d	25,816	25,299	29,842	22,944

268

~~Barclays~~

~~Annual Report 2008~~

~~273~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

50 Fair value of financial instruments ~~(continued)~~continued

Notes

aa)	Fair value approximates carrying value due to the short-term nature of these financial assets and liabilities.

bb)

The carrying value of financial instruments subsequently measured at fair value (including those held for trading, designated at fair value, derivatives and available for sale) is determined in accordance with accounting policy 7as noted on ~~page 180~~pages 168 and 169 and further description and analysis of these fair values are set out below.

cc)

The carrying value of financial assets subsequently measured at amortised cost (including loans and advances, and other lending such as reverse repurchase agreements and cash collateral on securities borrowed) is determined in accordance with the accounting policy 7as noted on page ~~180.~~169. In many cases the fair value disclosed approximates the carrying value because the instruments are ~~short term~~short-term in nature or have interest rates that reprice frequently. In other cases, fair value is determined using discounted cash flows, applying either market derived interest rates or, where the counterparty is a bank, rates currently offered by other financial institutions for placings with similar characteristics. ~~Additionally,~~Alternatively, fair value can be determined by applying an average of available regional and industry segmental credit spreads to the loan portfolio, taking the contractual maturity of the loan facilities into consideration.

dd)

The carrying value of financial liabilities subsequently measured at amortised cost (including customer accounts and other deposits such as repurchase agreements and cash collateral on securities lent, debt securities in issue, subordinated liabilities) is determined in accordance with the accounting policy 7as noted on page ~~180.~~169. In many cases, the fair value disclosed approximates the carrying value because the instruments are ~~short term~~short-term in nature or have interest rates that reprice frequently such as customer accounts and other deposits and ~~short term~~short-term debt securities. Fair values of other debt securities in issue are based on quoted prices where available, or where these are unavailable, are estimated using a valuation model. Fair values for dated and undated convertible and ~~non-convertible~~non convertible loan capital are based on quoted market rates for the issue concerned or similar issues with similar terms and conditions.

Valuation ~~methodology~~inputs

During the year, the Group adopted the requirements of IFRS 7 – Financial Instruments: Disclosures. This requires an entity to classify its financial assets and liabilities held at fair value according to a hierarchy that reflects the significance of observable market inputs. The classification of these instruments is based on the lowest level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined below.

Quoted market prices – Level 1

Financial instruments, the valuation of which are determined by reference to unadjusted quoted prices for identical assets or liabilities in active markets where the quoted price is readily available, and the price represents actual and regularly occurring market transactions on an arm’s length basis. An active market is one in which transactions occur with sufficient volume and frequency to provide pricing information on an ongoing basis.

This category includes highly liquid government bonds, short dated US agency securities, active listed equities and actively exchange-traded derivatives.

Valuation technique using observable inputs – Level 2

Financial instruments that have been valued using inputs other than quoted prices as described for level 1 but which are observable for the asset or liability, either directly or indirectly.

This category includes most investment grade and liquid high yield bonds; asset backed securities; long dated US agency securities; certain government bonds, less liquid listed equities; bank, corporate, and municipal obligations; certain OTC derivatives; certain convertible bonds; certificates of deposit and commercial paper; certain collateralised debt obligations (CDOs) (cash and synthetic underlyings); collateralised loan obligations (CLOs); commodities based derivatives; credit derivatives, certain credit default swaps (CDSs); most fund units; certain loans; foreign exchange spot and forward transactions; and certain issued notes.

Valuation technique using significant unobservable inputs – Level 3

Financial instruments, the valuation of which incorporate significant inputs for the asset or liability that are not based on observable market data (unobservable inputs). Unobservable inputs are those not readily available in an active market due to market illiquidity or complexity of the product. These inputs are generally determined based on observable inputs of a similar nature, historic observations on the level of the input or analytical techniques.

This category includes certain corporate debt securities; highly distressed debt; private equity investments; commercial real estate loans; certain OTC derivatives (requiring complex and unobservable inputs such as correlations and long dated volatilities); certain convertible bonds; some CDOs (cash and synthetic underlyings); certain credit default swaps; derivative exposures to Monoline insurers; fund units; certain asset backed securities; certain issued notes; certain collateralised loan obligations (CLOs) and certain loans.


				269

LOGO

50 Fair value of financial instrumentscontinued

The following table ~~below~~ shows the Group’s financial assets and liabilities that are recognised and measured at fair value and analysed by ~~valuation technique. A description of~~level within the ~~nature of the techniques used to calculate valuations based on observable inputs and valuations based on unobservable inputs is set out on the next page.~~fair value hierarchy.


Financial assets and liabilities measured at fair value
											Valuation technique using
	At 31st December 2008										Quoted market prices (Level 1) £m		Observable inputs (Level 2) £m		Significant unobservable inputs (Level 3) £m		Total £m
	Valuations		Valuations based on unobservable inputs
	based on observable inputs £m		Vanilla products £m		Exotic products £m		Total £m		Total £m
31st December 2009
Trading portfolio assets	174,168		11,469		–		11,469		185,637		76,256		69,010		6,078		151,344
Financial assets designated at fair value:
– held on own account	37,618		16,559		365		16,924		54,542		5,766		24,845		10,700		41,311
– held in respect of linked liabilities to customers under investment contracts	66,657		–		–		–		66,657		1,209		48		–		1,257
Derivative financial assets	970,028		12,436		2,338		14,774		984,802		3,163		401,451		12,201		416,815
Available for sale assets	63,149		1,827		–		1,827		64,976		19,919		35,287		1,277		56,483

Total assets	1,311,620		42,291		2,703		44,994		1,356,614		106,313		530,641		30,256		667,210
Trading portfolio liabilities	(59,436	)	(38	)	–		(38	)	(59,474	)	(42,238	)	(8,936	)	(78	)	(51,252	)
Financial liabilities designated at fair value	(71,044	)	(290	)	(5,558	)	(5,848	)	(76,892	)	–		(82,374	)	(3,828	)	(86,202	)
Liabilities to customers under investment contracts	(69,183	)	–		–		–		(69,183	)	(109	)	(1,570	)	–		(1,679	)
Derivative financial liabilities	(959,518	)	(6,151	)	(2,403	)	(8,554	)	(968,072	)	(2,386	)	(391,916	)	(9,114	)	(403,416	)

Total liabilities	(1,159,181	)	(6,479	)	(7,961	)	(14,440	)	(1,173,621	)	(44,733	)	(484,796	)	(13,020	)	(542,549	)

	At 31st December 2007
	Valuations		Valuations based on unobservable inputs
	based on observable inputs £m		Vanilla products £m		Exotic products £m		Total £m		Total £m
31st December 2008
Trading portfolio assets	189,234		4,457		–		4,457		193,691		72,120		98,892		14,625		185,637
Financial assets designated at fair value:
– held on own account	39,810		16,819		–		16,819		56,629		5,129		32,340		17,073		54,542
– held in respect of linked liabilities to customers under investment contracts	90,851		–		–		–		90,851		33,554		32,495		608		66,657
Derivative financial assets	245,381		1,118		1,589		2,707		248,088		5,548		956,348		22,906		984,802
Available for sale assets	42,262		810		–		810		43,072		14,391		47,448		3,137		64,976

Total assets	607,538		23,204		1,589		24,793		632,331		130,742		1,167,523		58,349		1,356,614
Trading portfolio liabilities	(65,360	)	(42	)	–		(42	)	(65,402	)	(42,777	)	(16,439	)	(258	)	(59,474	)
Financial liabilities designated at fair value	(68,317	)	(951	)	(5,221	)	(6,172	)	(74,489	)	(23	)	(73,698	)	(3,171	)	(76,892	)
Liabilities to customers under investment contracts	(92,639	)	–		–		–		(92,639	)	(32,640	)	(35,935	)	(608	)	(69,183	)
Derivative financial liabilities	(243,906	)	(1,178	)	(3,204	)	(4,382	)	(248,288	)	(3,516	)	(949,143	)	(15,413	)	(968,072	)

Total liabilities	(470,222	)	(2,171	)	(8,425	)	(10,596	)	(480,818	)	(78,956	)	(1,075,215	)	(19,450	)	(1,173,621	)

OfThe table above has been compiled using the ~~total Group~~new definitions required by IFRS 7 revised and, as a result, the classifications of assets and liabilities are not directly comparable to the Group’s previously published tables of ~~£1,356,614m~~fair value measurement.

The following table shows the Group’s financial assets and liabilities that are recognised and measured at fair value £44,994m (2007: £24,793m) were valued using models with unobservable inputs. While the derivative assets associated with our Monoline exposure accounted for a significant portion of the increase in assets valued using unobservable inputs, further increases arose due to weakness in Sterling, as well as increased illiquidity in the market.disaggregated by valuation techniques and by product type.


Financial assets and liabilities measured at fair value by product type At 31st December 2009
	Assets Valuation technique using			Liabilities Valuation technique using
	Quoted market prices Level 1 £m	Observable inputs Level 2 £m	Significant unobservable inputs Level 3 £m	Quoted market prices Level 1 £m		Observable inputs Level 2 £m		Significant unobservable inputs Level 3 £m

Commercial real estate loans	–	–	7,170	–		–		–
Asset backed products	–	34,779	5,840	–		(6,165	)	(2,334	)
Other credit products	1	47,202	2,020	–		(47,904	)	(2,827	)
Derivative exposure to Monoline insurers	–	–	2,027	–		–		–
Non-asset backed debt instruments	72,578	66,885	3,127	(35,760	)	(73,371	)	(3,202	)
Equity products	28,053	11,772	1,536	(8,788	)	(13,737	)	(1,922	)
Private equity	73	176	1,978	–		–		–
Funds and fund-linked products	3,856	5,387	1,241	–		(2,049	)	–
FX products	–	24,885	761	–		(25,159	)	(379	)
Interest rate products	176	288,718	2,357	–		(275,684	)	(1,775	)
Commodity products	1,414	31,562	748	(76	)	(37,091	)	(581	)
Other	162	19,275	1,451	(109	)	(3,636	)	–
Total	106,313	530,641	30,256	(44,733	)	(484,796	)	(13,020	)

~~274~~ 270

~~Barclays~~

~~Annual Report 2008~~

~~50 Fair value of financial instruments (continued)~~

~~The nature of the valuation techniques set out in the table above are summarised as follows:~~

~~Valuations based on observable inputs~~

~~Valuations based on observable inputs include~~

–	Financial instruments for which their valuations are determined by reference to unadjusted quoted prices in active markets where the quoted price is readily available and the price represents actual and regularly occurring market transactions on an arm’s length basis;

–	~~Financial instruments valued using recent arm’s length market transactions or with reference to the current fair value of similar instruments;~~

–	~~Linear financial instruments such as swaps and forwards which are valued using market standard pricing techniques;~~

–	~~Options that are commonly traded in markets whereby all the inputs to the market-standard pricing models are deemed observable.~~

~~Valuations based on unobservable inputs~~

~~Valuations based on unobservable inputs include:~~

~~(a) Vanilla products~~

Products valued using simple models, such as discounted cash flow or Black Scholes models, where some of the inputs are not observable. This would include, for example, commercial loans, commercial mortgage backed securities, selected mortgage products, Alt As and subprime loans, as well as long-dated vanilla options with tenors different to those commonly traded in the markets and hence unobservable volatilities.

~~(b) Exotic products~~

Exotic products are over-the-counter products that are relatively bespoke, not commonly traded in the markets, and are valued using sophisticated mathematical models where some of the inputs are not observable.

~~In determining the value of vanilla and exotic products the following are the principal inputs that can require judgement:~~

~~(i) Volatility~~

Volatility is a critical input to all option pricing models, across all asset classes. In most cases volatility is observable from the vanilla options that are traded across the various asset classes but, on occasion, volatility is unobservable, for example, for long maturity option.

~~(ii) Correlation~~

Across asset classes, correlation is another important input to some pricing models, for example for products whose value depends on two equity indices. In some developed markets there are products traded from which correlation can be implied, for example spread products in commodities.

~~(iii) Model input parameters~~

Some exotic models have input parameters that define the models, for example interest rate models tend to have parameters that are needed to capture the rich dynamics of the yield curve. These model parameters are typically not directly observable but may be inferred from observable inputs.

~~(iv) Spreads to discount rates~~

For certain product types, particularly credit related such as asset backed financial instruments, the discount rate is set at a spread to the standard discount (LIBOR) rates. In these cases, in addition to standard discount rates, the spread is a significant input to the valuation. For some assets this spread data can be unobservable.

~~(v) Default rates and recovery rates~~

In certain credit products valued using pricing models, default rates and recovery rates may be necessary inputs. Some default rates and recovery rates are deemed observable but for others which are less frequently traded in the markets they may not be.

~~(vi) Prepayment rates~~

For products in the securitisation businesses, for example mortgage backed securities, prepayment rates are key inputs. Some of the drivers of prepayment are understood (such as the nature of assets/loans, e.g. quality of mortgage pool and macroeconomic factors) however, future prepayment rates are considered unobservable.

~~The following summary sets out the principal instruments whose valuation may involve judgmental inputs.~~

~~Corporate bonds~~

Corporate bonds are generally valued using observable quoted prices or recently executed transactions. Where observable price quotations are not available, the fair value is determined based on cash flow models where significant inputs may include yield curves, bond or single name credit default swap spreads.

~~Mortgage whole loans~~

Wherever possible, the fair value of mortgage whole loans is determined using observable quoted prices or recently executed transactions for comparable assets. Where observable price quotations or benchmark proxies are not available, fair value is determined using cash flow models where significant inputs include yield curves, collateral specific loss assumptions, asset specific prepayment assumptions, yield spreads and expected default rates.

~~Commercial mortgage backed securities and asset backed securities~~

Commercial mortgage backed securities and asset backed securities (ABS) (residential mortgages, credit cards, auto loans, student loans and leases) are valued using observable information to the greatest extent possible. Wherever possible, the fair value is determined using quoted prices or recently executed transactions. Where observable price quotations are not available, fair value is determined based on cash flow models where the significant inputs may include yield curves, credit spreads and prepayment rates. Securities that are backed by the residual cash flows of an asset portfolio are generally valued using similar cash flow models. The fair value of home equity loan bonds are determined using models which use scenario analysis with significant inputs including age, rating, internal grade, and index prices.

~~Barclays~~

~~Annual Report 2008~~

~~275~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

50 Fair value of financial instruments ~~(continued)~~continued

~~Collateralised~~


Level 3 financial assets and liabilities by balance sheet classification and product type
As at 31st December 2009			Non-derivative assets		Non-derivative liabilities				Derivatives
	��	Trading portfolio assets £m	Financial assets designated at fair value £m	Available for sale assets £m	Trading portfolio liabilities £m		Financial liabilities designated at fair value £m		Net derivative financial instruments^a £m
Commercial real estate loans		–	7,170	–	–		–		–
Asset backed products		1,840	423	205	(5	)	(63	)	1,106
Other credit products		–	92	–	–		(595	)	(304	)
Derivative exposure to Monoline insurers		–	–	–	–		–		2,027
Non-asset backed debt instruments		2,461	438	166	(73	)	(3,081	)	14
Equity products		190	–	157	–		–		(733	)
Private equity		104	1,237	637	–		–		–
Funds and fund-linked products		1,128	8	105	–		–		–
FX products		–	–	–	–		–		382
Interest rate products		–	64	–	–		(25	)	543
Commodity products		–	12	4	–		(64	)	215
Other		355	1,256	3	–		–		(163	)

Total		6,078	10,700	1,277	(78	)	(3,828	)	3,087

Level 3 Movement Analysis

The following table summarises the movements in the level 3 balance during the year ended 31st December 2009. The table shows gains and losses and includes amounts for all financial assets and liabilities transferred to level 3 during the year. The table does not reflect gains and losses for level 3 financial assets and liabilities that were transferred out during the year. Transfers have been reflected as if they had taken place at the beginning of the year.


Analysis of movement in level 3 financial assets and liabilities For the period ended 31st December 2009
	Trading portfolio assets £m		Financial assets designated at fair value £m		Available for sale assets £m		Trading portfolio liabilities £m		Financial liabilities designated at fair value £m		Net derivative financial instruments^a £m		Total £m
As at 1st January 2009	14,625		17,681		3,137		(258	)	(3,779	)	7,493		38,899
Purchases	2,021		700		459		(70	)	(313	)	2,334		5,131
Sales	(7,018	)	(4,875	)	(9	)	172		690		(3,548	)	(14,588	)
Issues	–		–		–		–		(1,343	)	(1,718	)	(3,061	)
Settlements	(410	)	(804	)	(347	)	–		763		(100	)	(898	)
Total gains and losses in the period
Recognised in the income statement
– trading income	(2,290	)	(3,356	)	–		27		1,574		(3,516	)	(7,561	)
– other income	–		(434	)	(131	)	–		–		–		(565	)
Total gains or losses recognised in other comprehensive income	–		–		(103	)	–		–		–		(103	)
Transfers in/transfers out	(850	)	1,788		(1,729	)	51		(1,420	)	2,142		(18	)
As at 31st December 2009	6,078		10,700		1,277		(78	)	(3,828	)	3,087		17,236

The following table discloses the gains and losses recognised in the period arising on level 3 financial assets and liabilities held as at 31st December 2009.


Gains and losses recognised during the period on level 3 financial assets and liabilities held As at 31st December 2009
	Trading portfolio assets £m		Financial assets designated at fair value £m		Available for sale assets £m		Trading portfolio liabilities £m	Financial liabilities designated at fair value £m		Net derivative financial instruments £m		Total £m
Total gains and losses held as at 31st December 2009
Recognised in the income statement
– trading income	(736	)	(3,034	)	–		8	(269	)	(2,817	)	(6,848	)
– other income	–		(452	)	(140	)	–	–		–		(592	)
Total gains or losses recognised in other comprehensive income	–		–		(65	)	–	–		–		(65	)
Total	(736	)	(3,486	)	(205	)	8	(269	)	(2,817	)	(7,505	)

Note

a	The derivative financial instruments in the tables above are represented on a net basis of £3,087m. On a gross basis derivative financial assets are £12,201m, derivative financial liabilities are £9,114m.


				271

LOGO

50 Fair value of financial instrumentscontinued

The significant movements in the level 3 positions during the year ended 31st December 2009 are explained below:

– Purchases of £5.1bn were primarily composed of £1.7bn of asset backed products, £1.5bn of credit derivatives and £0.6bn of equity products.

– Sales of £14.6bn include the disposal of £7.5bn of assets backed products and Monoline exposures through the Protium transaction.

The Crescent debt ~~obligations~~restructuring, disclosed in Note 40, resulted in the sale of £1.0bn of commercial real estate loans and there were additional sales of £3.8bn asset backed products and £0.6bn Monoline exposures during the period.

– Issuances of £3.1bn were driven by £1.3bn of new credit-linked notes and equity, credit and commodity derivatives of £1.7bn.

– Losses in Trading Income of £7.6bn were primarily attributable to the £4.4bn of writedowns on the credit market exposures summarised in Note 47, along with writedowns on other asset backed products, funds and other Monoline insurers. These were offset by gains on interest rate and commodity products.

– Losses in Other Income of £0.6bn were driven by the writedown and impairment of commercial real estate loans.

– Transfers into level 3 were largely due to the lack of observable valuation inputs for certain securities as well as curves becoming unobservable for certain derivative products.

– Transfers out of level 3 were principally due to unobservable valuation inputs being deemed insignificant to the overall valuation of certain instruments particularly on investment grade asset backed products.

There were no significant transfers between level 1 and level 2.

Valuation techniques

Valuations based on observable inputs include financial instruments such as swaps and forwards which are valued using market standard pricing techniques; and options that are commonly traded in markets where all the inputs to the market standard pricing models are observable.

Valuation models are reviewed at least annually for model performance and calibration. Current year valuation methodologies were consistent with the prior year unless otherwise noted below. These methodologies are commonly used by market participants.

The main products whose valuation includes unobservable inputs are described below.

Commercial real estate loans

This category includes lending on a range of commercial property types including retail, hotels, office and development properties.

The valuations are considered unobservable due to the bespoke nature of the instruments and the high level of volatility in the commercial real estate market at present. Fair value is calculated using a risk adjusted spread based methodology performed on a loan by loan basis with consideration of characteristics such as property type, geographic location, yields, credit quality and property performance reviews.

The valuation inputs are reviewed with reference to CMBX and CMBS bond indices. Initial spreads are sourced from market quoted origination spreads by property type and classified into Loan-to-Value (LTV) buckets which are adjusted for internal credit rating and subordination of ~~collateralised debt obligations (CDOs) notes~~the loans. The internal credit ratings used in the valuation model are subject to a monthly review process. The model is ~~first~~calibrated monthly based on anexternal quotes of new origination property type spreads and the latest internal credit ratings.

The methodology used differs to the prior period in that internal credit ratings, additional risk factors and property performance reviews are now incorporated. The changes were made to take advantage of data that has become available and to enhance the assessment of credit risk.

Asset backed products

These are debt and derivative products that are linked to the ~~probability~~cash flows of ~~an event~~a pool of ~~default occurring due to a~~referenced assets. This category includes asset backed loans; CDOs (cash underlyings); CLOs; asset backed credit ~~deterioration. This is~~derivatives; asset and mortgage backed securities.

Within this population, valuation inputs are unobservable for non-investment grade ABS; non-agency residential mortgage backed securities (RMBS) and asset backed credit derivatives. The valuations are determined using industry standard cash flow models that calculate fair value based on loss projections, prepayment, recovery and discount rates. These parameters are determined by reference to ~~the probability~~underlying collateral performance, independent research, ABX indices, broker quotes, observable trades on similar securities and third party pricing sources.

The determination of ~~event~~parameter levels takes account of ~~default occurring~~a range of factors such as deal vintage, underlying asset composition (historical losses; borrower characteristics; various loan attributes such as loan-to-value and ~~the probability of exercise of contractual rights related to event of default. The notes are then valued by determining appropriate valuation multiples to be applied~~debt-to-income ratios and geographic concentration), credit ratings (original and current), home price changes and interest rates.


272

Notes to the ~~contractual cash flows.~~ accounts

For the year ended 31st December 2009

continued

50 Fair value of financial instrumentscontinued

Other credit products

These products are linked to the credit spread of a referenced entity, index or basket of referenced entities. This category includes synthetic CDOs; single name and index CDS and Nth to default basket swaps. Within this population, valuation inputs are unobservable for certain synthetic CDOs and CDS with illiquid reference assets.

Synthetic CDOs are valued using a model that calculates fair value based on observable and unobservable parameters including credit spreads, recovery rates, correlations and interest rates and is calibrated daily. For index and bespoke synthetic CDOs with unobservable inputs, ~~including~~correlation is set with reference to index tranche market.

CDS with illiquid reference assets are valued using an industry standard ‘hazard-type’ model that calculates fair value of the ~~prospective cash flow performance~~credit protection using interest rates, credit spreads and recovery rates of the underlying ~~securities, the structural features of the transaction~~issuers. Interest rates are observable and ~~the net asset value of the underlying portfolio.~~

~~Private equity~~

The fair value of private equity is determined using appropriate valuation methodologies which, dependent on the nature of the investment, may include discounted cash flow analysis, enterprise value comparisons with similar companies, price:earnings comparisons and turnover multiples. For each investment the relevant methodology is applied consistently over time.

~~OTC Derivatives~~

Derivative contracts can be exchange traded or over the counter (OTC). OTC derivative contracts include forward, swap and option contracts related to interest rates, bonds, foreign currencies, credit standing of reference entities, equity prices, fund levels, commodity prices or indices on these assets.

The fair value of OTC derivative contracts are modelled using a series of techniques, including closed form analytical formulae (such as the Black-Scholes option pricing model) and simulation based models. The choice of model is dependant on factors such as; the complexity of the product, inherent risks and hedging strategy: statistical behaviour of the underlying, and ability of the model to price consistently with observed market transactions. For many pricing models there is no material subjectivity because the methodologies employed do not necessitate significant judgement and the pricing inputs are observedsourced from ~~actively quoted markets, as is the case for generic~~liquid interest rate ~~swaps~~instruments. Credit spreads are unobservable and option markets. In the case of more established derivative products, the pricing models used are widely accepted and used by the other market participants. Significant inputs used in these models may include yield curves, credit spreads, default rates, recovery rates, dividend rates, volatility of underlying interest rates, equity prices or foreign exchange rates and, in some cases, correlation between these inputs. These inputs are determined with reference to ~~quoted~~recent transactions or bond spreads from observable issuances of the same issuer or other similar obligors as a proxy.

Derivative exposure to Monoline insurers

These products comprise securities, principally CLOs, on which default protection has been purchased. Credit spreads of the counterparty providing protection are unobservable.

The derivative positions are valued with reference to the price of the underlying security. As the security and derivative are hedged, the net present value of the derivative increases as the net present value of the security decreases. The derivative valuation is then adjusted to reflect the credit quality of the counterparty.

Non-asset backed debt instruments

These are government bonds; US agency bonds; corporate bonds; commercial paper; certificates of deposit; convertible bonds; notes and other non-asset backed bonds. Within this population, valuation inputs are unobservable for certain convertible bonds, corporate bonds and issued notes.

Convertible bonds are valued using prices ~~recently executed trades, independent~~observed through broker sources, market ~~quotes~~data services and ~~consensus data.~~trading activity. Prices are validated against liquid external sources. Where liquid external sources are not available, fair value is determined using a spread to the equity conversion value or the value of the bond without the additional equity conversion. The spread level is determined with reference to similar proxy assets. Positions are valued on a daily basis.

~~New, long dated~~Corporate bonds are valued on a price basis or ~~complex derivative products may require~~using spreads over risk free interest rate curves built from liquid instruments. Where unobservable, bond spreads are determined by reference to either issuances or alternatively CDS spreads of the same issuer are used as proxy inputs to obtain discounted cash flows and accordingly the value of the bond. In the absence of observable bond or CDS spreads of the respective issuer, similar reference assets or sector averages are applied as a ~~greater degree of judgement~~proxy.

Fixed and floating rate notes issued, in certain emerging markets, are valued using models that discount expected future cash flows. These proprietary models calculate fair value based on observable interest rates and unobservable funding or credit spreads. The interest rates are derived from broker and bank notes rates. Funding spreads up to five years are sourced from negotiable commercial deposit rates in the ~~implementation of appropriate~~market as a proxy. Funding spreads greater than five years are determined by applying linear extrapolation.

Equity products

This category includes listed equities; exchange traded derivatives; OTC equity derivatives; preference shares and contracts for difference. Within this population, valuation inputs for certain OTC equity derivatives are unobservable.

OTC equity derivatives valuation are determined using industry standard models. The models calculate fair value based on input parameters such as stock prices, dividends, volatilities, interest rates, equity repo curves and, for multi-asset products, correlations. In general, input parameters are deemed observable up to liquid maturities which are determined separately for each parameter and underlying instrument. Unobservable model inputs are set by referencing liquid market instruments and applying extrapolation techniques ~~due~~ to match the ~~complexity~~risk profile of the ~~valuation assumptions~~trading portfolio. These are validated against consensus market data services for the same or similar underlying instrument. Models are calibrated daily based on liquid market instrument prices.

Private equity

Private equity investments are valued in accordance with the ‘International Private Equity and Venture Capital Valuation Guidelines’. This requires the ~~reduced observability~~use of ~~inputs.~~a number of individual pricing benchmarks such as the prices of recent transactions in the same or similar instruments, discounted cash flow analysis, and comparison with the earnings multiples of listed comparative companies. Unobservable inputs include earnings estimates, multiples of comparative companies, marketability discounts and discount rates. Model inputs are based on market conditions at the reporting date. The valuation of ~~more complex products may use more generic derivatives as~~unquoted equity instruments is subjective by nature. However, the relevant methodologies are commonly applied by other market participants and have been consistently applied over time. Full valuations are performed bi-annually, with the portfolio reviewed on a ~~component to calculating the overall~~monthly basis for material events that might impact upon fair value.

~~Derivatives where valuation involves a significant degree~~


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50 Fair value of ~~judgement include:~~financial instrumentscontinued

Fund ~~derivatives~~and fund-linked products

This category includes holdings in hedge funds; funds of funds; and fund derivatives. Fund derivatives are derivatives whose underlyings include mutual funds, hedge funds, indices and multi-asset portfolios. They are valued using underlying fund prices, yield curves and other available market ~~information~~information.

In general fund holdings are valued based on the ~~level of~~latest available valuation received from the ~~hedging risk. Some~~ fund ~~derivatives~~administrator. Funds are ~~valued using~~deemed unobservable ~~information, generally~~ where the ~~level~~fund is either suspended, in wind-down, has a redemption restriction that severely affects liquidity, or where the latest Net Asset Value (NAV) from the fund administrators is more than three months old. In the case of illiquid fund holdings the ~~hedging risk is not observable in the market. These are valued taking~~valuation will take account of ~~risk of~~all available information in relation to the underlying fund or collection of funds ~~diversification~~and may be adjusted relative to the performance of ~~the fund by asset, concentration by geographic sector, strategy of the fund, size of the transaction~~relevant index benchmarks. Prices are marked based on available valuation data and ~~concentration of specific fund managers.~~any adjustments are reviewed on a monthly basis.

~~Commodity derivatives~~FX products

~~Commodity~~These products are derivatives linked to the foreign exchange market. This category includes Forward contracts, FX swaps and FX options.

Exotic derivatives are valued using ~~models where the significant inputs may~~industry standard and proprietary models. Fair value is based on input parameters that include FX rates, interest rates, FX volatilities, interest rate volatilities, FX interest rate correlations and other model parameters. Unobservable model inputs are set by referencing liquid market instruments and applying extrapolation techniques to match the risk profile of the trading portfolio. These are validated against consensus market data services on a monthly basis.

Interest rate products

These are products with a payoff linked to interest rates for example Libor (London interbank offer rate) or inflation rates and indices. This category includes interest rate and inflation swaps; swaptions; caps; floors; inflation options; Bank of England base rate derivatives and other exotic interest rate derivatives.

Inflation structured and property index-linked products are valued using an industry standard model. The model calculates fair value based on observable and unobservable parameters such as inflation index levels, volatilities and correlations sourced from trading information, broker data and historical analysis. The assumptions and inputs applied reflect observable parameters such as yield curves, interpolation adjustments for the seasonal nature of inflation and volatility surfaces. The most significant unobservable input is correlation between inflation indices. The suitability of the models employed is reviewed on an annual basis.

Bank of England base rate derivatives are valued using standard discounted cash flows techniques. Bank of England forward base rates are used as inputs into the valuation model. These forward base rates are constructed from the base rate yield curve set from market data up to five years. For maturities greater than five years, spreads to observable proxies are applied. The base rate yield curve used is updated daily.

Commodity products

These products are exchange traded and OTC derivatives based on an underlying commodity ~~price~~such as metals, oil and oil related, power and natural gas. Within this population, valuation inputs of certain commodity swaps and options are unobservable.

Valuation inputs of certain commodity swaps and options are determined using models incorporating discounting of cash flows, closed form Black models and Monte-Carlo simulation. The models calculate fair value based on inputs such as forward curves, volatility ofsurfaces and tenor correlation. Unobservable inputs are set with reference to similar observable products or by applying extrapolation techniques from the underlying commodities and, in some cases, correlation between these inputs, which are generally observable. This approach is applied to base metal, precious metal, energy, power, gas, emissions, soft commodities and freight positions. Due to the significant time span in the various market closes,observable market. As markets close at different times, curves are constructed using ~~differentials~~a spread to athe primary market benchmark ~~curve~~ to ensure that all curves are valued using the dominant market base price.

The frequency and method used to calibrate the model is based on an assessment of observable option and swap prices.

~~Structured credit derivatives~~Other

~~Collateralised synthetic obligations (CSOs)~~This category is primarily made up of fixed rate loans, which are ~~structured~~valued using models that discount expected future cash flows. These models calculate the fair value based on observable interest rates and unobservable funding or credit spreads. Unobservable funding or credit spreads are determined by applying linear extrapolation of observable spreads.

Fair value adjustments

The main adjustments to model or system balances to arrive at a fair value are described below:

Bid-Offer valuation adjustments

Portfolios are valued to reflect the most advantageous market price to which Barclays has immediate access. For assets and liabilities where the firm is not a market maker, mid prices are adjusted to bid and offer prices respectively. The bid-offer adjustment factors reflect the expected close out strategy and, for derivatives, ~~which reference the loss profile of~~that they are managed on a portfolio basis. The methodology for determining the bid-offer adjustment for a derivative portfolio will generally involve netting between long and short positions and the bucketing of loans, debts or synthetic underlyings. The reference asset can be a corporate credit or an asset backed credit. For CSOs that reference corporate credits an analytical model is used. For CSOs on asset backed underlyings, due to the path dependent nature of a CSO on an amortising portfolio a Monte Carlo simulation is used rather than analytic approximation. The expected loss probability for each reference creditrisk by strike and term in ~~the portfolio is~~accordance with hedging strategy. Bid-offer levels are derived from market sources, such as broker data, and are reviewed periodically. For those assets and liabilities where the ~~single name credit default swap~~firm is a market maker (which is the case for certain equity, bond and vanilla derivative markets), since the bid-offer spread ~~curve and in addition, for ABS references,~~does not represent a prepayment rate assumption. A simulation is then used to compute survival time which allows us to calculate the marginal loss over each payment period by reference to estimated recovery rates. Significant inputs include prepayment rates, cumulative default rates, and recovery rates.transaction cost, mid prices are used.

~~Sensitivity analysis of valuations using unobservable inputs~~

As part of our risk management processes, stress tests are applied on the significant unobservable parameters to generate a range of potentially possible alternative valuations. The financial instruments that most impact this sensitivity analysis are those with the more illiquid and/or structured portfolios. The stresses are applied independently and do not take account of any cross correlation between separate asset classes that would reduce the overall effect on the valuations.

At 31st December 2008
   Significant
unobservable
parameters^a
Potential effect recorded
in profit or loss
Favourable (Unfavourable)

Potential effect recorded
in equity
Favourable (Unfavourable)

         £m    £m £m    £m
Asset backed securities and loans and derivatives with asset backed underlyings    iii, iv, v, vi    1,470    (1,896 ) 46    (54 )
Private equity^b
   iii, iv    209    (208 ) 64    (142 )
Derivative assets and liabilities and financial liabilities designated at fair value:
– Derivative exposure to Monoline insurers
   iii, iv, v, vi    21    (329 ) –    –
– Funds derivatives and structured notes
   iii    226    (123 ) –    –
– Other structured derivatives and notes
   i, ii, iii    304    (196 ) –    –
Other
   i, ii, iii, iv, v, vi    55    (43 ) –    –
Total
      2,285    (2,795 ) 110    (196 )

~~Notes~~

a	~~(i )-(vi) refer to valuation inputs listed on page 275.~~

b	~~Available for sale assets (Private Equity) and assets designated at fair value (Principal Investments).~~

~~276~~ 274

~~Barclays~~

~~Annual Report 2008~~

Notes to the accounts

For the year ended 31st December 2009

continued

50 Fair value of financial instruments ~~(continued)~~continued

Model valuation adjustments

New models used for valuing the firm’s positions are reviewed under the firm’s Model Validation Policy. This assesses the assumptions used in modelling and recommends any model fair value adjustments. Such adjustments take account of any model limitations which may include additional model factors such as volatility skew or uncertainties such as prepayment rates. These adjustments calibrate the carrying value to fair value. The magnitude of the valuation adjustment is dependant on the size of portfolio, complexity of the model, whether the model is market standard and to what extent it incorporates all known risk factors. Models and model value adjustment recommendations are subject to an annual review process.

Credit and debit valuation adjustments

Credit Valuation Adjustments (CVAs) and Debit valuation adjustments (DVAs) are incorporated into derivative valuations to reflect the impact on the fair value of counterparty risk and Barclays’ own credit quality. These adjustments are modelled for OTC derivatives across all asset classes.

Probability of Default (PD) and Loss Given Default (LGD) are applied to expected exposures at a counterparty level to arrive at a CVA and DVA adjustment.

Monoline credit valuation adjustments

Expected exposure is calculated by simulating default losses on the underlying assets, calibrated to market observable parameters and forward looking market research. This exposure is then adjusted for any spread between prices derived from observable proxies and expected exposure based on the PD or regulatory intervention.

The PD used to calculate the CVA is derived from external ratings cross referenced to internal default grades and is based on internal simulations of credit-factor indices by region and industry designations, calibrated to historical time-series and forecast on the basis of current values. The LGD used to calculate the CVA is a function of available historical data, the monoline’s credit quality and risk concentration.

Other credit and debit valuation adjustments

CVAs and DVAs for non Monoline exposures are calculated using Monte-Carlo simulation to generate an expected exposure profile. The expected exposure is calculated at a counterparty level after netting and collateral are applied.

For counterparties with an observable credit market, the PD and LGD are derived from single name credit default swap prices. For all other counterparties, PDs are derived from a combination of industry curves; indices; and loan/note pricing taking into account geographic factors, internal credit ratings, loss assumptions and ratings agency data. Where the curve is unobservable and the CVA is significant to the overall value of the underlying derivative, the full value of the derivative and its associated credit valuation adjustment has been deemed unobservable.

CVAs are not incorporated into the fair value of certain counterparties where the market does not apply a credit charge. The categories of counterparties excluded are as follows:

At 31st December 2007    Significant
unobservable
parameters^a
Potential effect recorded
in profit or loss
Favourable (Unfavourable)

Potential effect recorded
in equity
Favourable (Unfavourable)

         £m    £m £m    £m
Asset backed securities and loans and derivatives with asset backed underlyings    iii, iv, v, vi    868    (868 ) 5    (5 )
Private equity
   iii, iv    75    (75 ) 36    (36 )
Derivative assets and liabilities and financial liabilities designated at fair value:
– Fund derivatives and structured notes
   iii    441    (147 ) –    –
– Other structured derivatives and notes
   i, ii, iii    57    (56 ) –    –
Other
   i, ii, iii, iv, v, vi    3    (1 ) –    –
Total
      1,444    (1,147 ) 41    (41 )

–	Strongly collateralised counterparties – this is any counterparty with a collateral agreement with minimum weekly calls and the collateral threshold plus minimum transfer amount below a defined level;

–	Certain highly-rated sovereigns, supra-nationals and government agencies; and

–	Liquidity providers – when trading on the interbank market with certain collateralised market making counterparties no counterparty spreads are applied.

Where counterparty credit quality and exposure to that counterparty are linked, wrong way risk may arise. In these instances, wrong way risk suggests that exposure to the counterparty is likely to increase as counterparty credit quality deteriorates. Exposure to ‘wrong way risk’ is limited via internal governance processes and deal pricing.

Own credit adjustments

The carrying amount of issued notes that are designated under the IAS 39 fair value option is adjusted to reflect the effect of ~~stressing~~changes in own credit spreads. The resulting gain or loss is recognised in the ~~significant unobservable assumptions~~income statement.

For funded instruments such as issued notes, credit spreads on Barclays issued bonds represent the most appropriate basis for this adjustment. However, from 30th September 2007 to 30th June 2009, Barclays credit default swap spreads were used to calculate the carrying amount of issued notes, since there were insufficient observable own credit spreads through secondary trading prices in issued bonds. From 1st July 2009, the carrying amount of issued notes has been calculated using credit spreads derived from secondary trading in Barclays issued bonds.

At 31st December 2009, the own credit adjustment arose from the fair valuation of £61.5bn of Barclays Capital structured notes (31st December 2008: £54.5bn). Barclays credit spreads improved during 2009, leading to a ~~range~~loss of ~~reasonably possible alternatives would be to increase~~£1,820m (2008: gain £1,663m) from the fair ~~values by up to £2.4bn (2007: £1.5bn) or to decrease~~value of changes in own credit. If Barclays had calculated the ~~fair values by up to £3.0bn (2007: £1.2bn) with substantially all the potential effect being recorded in profit or loss rather than equity.~~

~~Asset backed securities and loans, and derivatives with asset backed underlyings~~

~~Asset backed securities, loans and related derivatives contribute most to the sensitivity analysis as~~carrying amount of issued notes using credit default swap spreads at 31st December ~~2008. The stress effect increased~~2009, the fair value of changes in ~~this area~~own credit would have been a loss of £2,448m in ~~2008 due~~the year.

Barclays Capital also uses credit default swap spreads to ~~continued market dislocation and increased levels~~determine the impact of ~~unobservability. The stresses having the most significant impact~~Barclays own credit quality on the analysis are: for commercial mortgage backed securities and loans, changing the spreads to discount rates to close to originated levels (favourable stress) and increasing spreads to between 2 and 6% (unfavourable stress); for residential mortgage backed securities and loans, changing the spreads to discount rates by +/-10%; and for collateralised debt obligations that reference asset backed securities and loans, primarily by changing the spreads to discount rates by +/-20%.

~~Private equity~~

fair value of derivative liabilities. At 31st December 2009, cumulative adjustments of £307m (31st December 2008: £1,176m) were netted against derivative liabilities. The sensitivity amounts are calculated by stressing the key valuation inputs to each individual valuation – generally either price:earnings ratios or EBITDA analysis. The stresses are then determined by comparing these metrics with a range of similar companies.

~~Derivative exposure to Monoline insurers~~

The favourable stress is calculated by reference to counterparty quotes for second loss protection on the appropriate reference obligations. The unfavourable stress is calculated by applying a default scenario to the monolines that are rated BBB or below.

~~Fund derivatives and structured notes~~

~~The valuation~~impact of these ~~transactions takes into account~~adjustments in both periods was more than offset by the ~~risk~~impact of the credit valuation adjustments to reflect counterparty creditworthiness that ~~the underlying fund-linked asset~~were netted against derivative assets.


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50 Fair value ~~will decrease too quickly to be able to re-hedge with risk-free~~of financial instruments (‘gap risk’). The sensitivity amounts are determined by applying stresses to market quotes for hedging the relevant gap risk. The unfavourable stress is based on a shift in the gap risk price of 34bp, the favourable stress applies to a pricing level that assumes no gap event will occur.continued

~~Other structured derivatives and notes~~

The sensitivity amounts are calculated principally by adjusting the relevant correlation sensitivity used in the valuation model by a range based on structured derivative data available in consensuses pricing services. The range applied to correlation sensitivity is an adverse or beneficial move of 15bp applied to the correlation sensitivity.

Unrecognised gains as a result of the use of valuation models using unobservable inputs

The amount that has yet to be recognised in income that relates to the difference between the transaction price (the fair value at initial recognition) and the amount that would have arisen had valuation models using unobservable inputs been used on initial recognition, less amounts subsequently recognised, was as follows:

At 31st December    2008
£m 2007
£m
At 1st January
   154 534
New transactions
   77 134
Amounts recognised in profit or loss during the year
   (103 ) (514 )
At 31st December
   128 154


Year ended 31st December
	2009 £m		2008 £m
Opening balance	128		154
Additions	39		77
Amortisation and releases	(68	)	(103	)
Closing balance	99		128

Sensitivity analysis of valuations using unobservable inputs


At 31st December 2009	Fair value			Favourable changes		Unfavourable change
Product type	Total assets £m	Total liabilities £m		Profit and loss £m	Equity £m	Profit and loss £m		Equity £m
Commercial real estate loans	7,170	–		429	–	(437	)	–
Asset backed products	5,840	(2,334	)	175	4	(175	)	(4	)
Other credit products	2,020	(2,827	)	171	–	(152	)	–
Derivative exposure to Monoline insurers	2,027	–		336	–	(532	)	–
Non-asset backed debt instruments	3,127	(3,202	)	145	2	(141	)	(2	)
Equity products	1,536	(1,922	)	28	15	(28	)	(15	)
Private equity	1,978	–		267	73	(339	)	(95	)
Funds and fund-linked products	1,241	–		100	–	(100	)	–
FX products	761	(379	)	33	–	(33	)	–
Interest rate products	2,357	(1,775	)	78	–	(78	)	–
Commodity products	748	(581	)	36	–	(36	)	–
Other	1,451	–		52	–	(52	)	–

Total	30,256	(13,020	)	1,850	94	(2,103	)	(116	)

As part of risk management processes, an analysis is performed on unobservable parameters to generate a range of reasonably possible alternative valuations.

The ~~net asset~~effect of stressing the unobservable assumptions to a range of reasonably possible alternatives would be to increase the fair ~~value position~~values by up to £1.9bn (2008: £2.4bn) or to decrease the fair values by up to £2.2bn (2008: £3bn) with substantially all the potential effect impacting profit or loss rather than equity. The metric has not been offset for the effect of hedging.

The stresses applied take account of the ~~related financial instruments increased by £16,357m~~nature of valuation techniques used, as well as the availability and reliability of observable proxy and historic data. In all cases, an assessment is made to determine the suitability of available data. The sensitivity methodologies are based on a range, standard deviation or spread data of a reliable reference source or a scenario based on alternative market views. The level of shift or scenarios applied is considered for each product and varied according to the quality of the data and variability of underlying market. The approach adopted in determining these sensitivities has evolved during the year, ~~ended 31st December 2008 (31st December 2007: £2,842m). In many cases these changes~~ in ~~fair values were offset~~the context of changing market conditions.

Commercial real estate loans

The unobservable inputs include but are not limited to market quoted origination spreads, internal credit ratings and subordination of the loans. The sensitivity is determined by ~~changes~~applying a +/- 6% shift for each underlying position based on the largest upward and downward price movement of observable published indices of a similar nature in ~~fair values~~the preceding 12-month period.

Asset backed products

For non-agency RMBS and non-investment grade ABS, sensitivity is calculated on the price movement on observable ABX.HE indices. For asset backed credit derivatives, sensitivity is calculated on price movements within the ABX.HE.AAA indices. Sensitivity is based on the average of ~~other financial instruments, which were priced~~the largest price movement upward and the largest price movement downward in ~~active markets or valued by using a valuation technique which is supported by observable market prices or rates, or by transactions which have been realised.~~the preceding 12-month period.

~~Notes~~

a	~~(i )-(vi) refer to valuation inputs listed on page 289.~~

276

~~Barclays~~

~~Annual Report 2008~~

~~277~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

50 Fair value of financial instrumentscontinued

Other credit products

Sensitivity of synthetic CDOs is determined by using valuations based on different assumptions for recovery and tranche mapping. The sensitivity represents the impact of the application of different modelling assumptions. These model assumptions change the distribution of losses on the trades.

The sensitivity of valuations of the illiquid CDS portfolio is determined by applying a +/- 0.5% stress to the DV01 for each underlying reference asset. The stress is based upon the average bid offer spreads observed in the market for similar CDS.

Derivative exposure to Monoline insurers

The main unobservable input in the valuation of the derivative exposure to Monoline insurers is the credit quality of the Monoline insurers. The approach to determine downside sensitivity is dependent on the credit quality of the Monoline insurer. For higher quality Monoline insurers a shift in internal credit ratings has been applied. For lower quality Monoline insurers the impact has been assessed by a shift to default and recovery rates. The recovery rate was set to 10% and risk of default to 100%. To assess the upside risk to Monoline insurers, the underlying assets were flexed by 3%, based on the average monthly move for the LCDX index over the preceding 12 month period.

Non-asset backed debt instruments

The sensitivity on convertible bonds, is determined by applying a +/- 1% shift for each underlying value. The shift is based upon the bid offer spreads observed in the market for similar bonds.

The sensitivity on corporate bonds portfolio is determined by applying a +/- 1% shift for each underlying value. The shift is based upon the average bid offer spreads observed in the market for similar bonds.

The sensitivity for fixed and floating rate notes is calculated using a +/- 1% shift in credit spreads.

Equity products

The sensitivity is estimated based on the statistical spread of consensus data services either directly or through proxies. The estimate has been calculated using 1 standard deviation of the consensus returns.

Private equity

The relevant valuation models are sensitive to each of the key assumptions, such as projected future earnings, comparator multiples, marketability discounts and discount rates. Valuation sensitivity is estimated by flexing such assumptions to reasonable alternative levels and determining the impact to the outcome of the valuation, for example comparator multiples for a range of similar companies.

Fund and fund-linked products

The sensitivity measure is based on observing the largest monthly move in the main hedge fund index (HFRX) over the prior two-year period.

FX products

The sensitivity is based on the statistical spread of consensus data services. The estimate has been calculated using consensus data service statistical standard deviation and this represents 2 standard deviations of the mid correlations.

Interest rate products

For inflation products, the sensitivity is calculated by stressing the correlation parameters. The sensitivity was determined by applying a +/- 8% shift to the correlation risks and this was based on the historical observation of correlation levels over the preceeding month.

For base rate derivatives, the sensitivity is based on bid offer spreads of base rates swaps. The sensitivity was determined by applying a +/- 0.125% shift to the PV01 for each underlying position.

Commodity products

The sensitivity is determined by applying values based on historic variability over two years. The estimate has been calculated using data for shortdated forward volatility curves to generate a best and worst case likely scenario. The sensitivities are based on a 25% probability of occurrence over two years, and taking 50% of the difference between the best and worst multiplied by exposure to the relevant risk factor.

Other

The sensitivity for fixed rate loans is calculated using a +/- 1% shift in credit spreads.

Valuation control framework

The independent price verification process is a key control in ensuring the material accuracy of valuation. Price verification procedures cover all fair value positions. Data sources that are most representative of the market and readily available are used. The data sources are assessed against the following characteristics: independence; reliability; consistency between sources and evidence that it represents executable levels. This control process assists in the determination of whether market levels represent forced transactions which should not be considered in the assessment of fair value.


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51 Reclassification of financial assets held for trading

On ~~16th December~~25th November 2009 the Group reclassified certain financial assets, originally classified as held for trading that were deemed to be no longer held for trading purposes, and thus considered as loans and receivables. The reclassified assets comprised Collateralised Loan Obligations (CLOs) against which the ~~purpose~~Group held credit protection with monoline counterparties rated below investment grade.

As at the 25th November, the assets had a carrying value of ~~selling or repurchasing in~~£8,027m. The effective interest rates on these assets ranged from 0.50% to 2.99% with undiscounted interest and principal cash flows of £8,769m.

In the ~~near term out~~period prior to reclassification, £1,500m of fair value ~~through profit or loss to~~gains were recognised in the consolidated income statement. Since the 25th November, paydowns and maturities of £26m along with foreign exchange movements on the assets and accrued interest resulted in a carrying value as at 31st December 2009 of £8,099m.

The carrying value of the securities reclassified during 2008 into loans and ~~receivables. In making this reclassification, the Group identified those trading assets, comprising portfolios~~receivables has decreased from £3,986m to £1,279m primarily as a result of ~~bank-issued fixed rate notes~~paydowns and ~~mortgage and other asset backed securities, for which it had a clear change of intent to hold for the foreseeable future or until maturity rather than to trade in the short term. At the time~~maturities of the ~~transfer, the Group~~underlying securities of £2,733m. No impairment has been identified ~~rare circumstances permitting such reclassification, being severe illiquidity in the relevant market.~~on these securities.

The following table ~~shows carrying values and fair values~~provides a summary of the assets reclassified ~~at 16th December 2008.~~from held for trading to loans and advances.

      16th December 2008    31st December 2008

Carrying
value
£m

Carrying
value
£m
   Fair
value
£m
Trading assets reclassified to loans and receivables
   4,046    3,986    3,984
Total financial assets reclassified to loans and receivables
   4,046    3,986    3,984

~~As at the date of reclassification, the effective interest rates on reclassified trading assets ranged from 0.18% to 9.29% with expected recoverable cash flows of £7.4bn.~~


	As at 31st December 2009		As at 31st December 2008
	Carrying value £m	Fair value £m	Carrying value £m	Fair value £m
Trading assets reclassified to loans and receivables
Reclassification 25th November 2009	8,099	7,994	–	–
Reclassification 16th December 2008	1,279	1,335	3,986	3,984
Total financial assets reclassified to loans and receivables	9,378	9,329	3,986	3,984

If the reclassifications had not been made, the ~~Group’s~~Group's income statement for ~~2008~~2009 would have included ~~unrealised fair value~~net losses on the reclassified trading assets of ~~£1.5m.~~£49m (2008: £2m).

After reclassification, the reclassified financial assets contributed ~~the following amounts~~£192m (2008: £4m) to ~~the 2008 income before income taxes.~~


		~~2008~~ £m
~~Net interest income~~		4
~~Provision for credit losses~~		–
~~Income before income taxes on reclassified trading assets~~		4

~~Prior to reclassification in 2008, £144m of unrealised fair value losses on the reclassified trading assets was recognised in the consolidated income statement for 2008 (2007: £218m loss).~~interest income.

52 Capital Management

Barclays operates a centralised capital management model, considering both regulatory and economic capital. The capital management strategy is to continue to maximise shareholder value through optimising both the level and mix of capital resources. Decisions on the allocation of capital resources are conducted as part of the strategic planning review.

The Group’s capital management objectives are to:

–	~~Maintain~~maintain sufficient capital resources to meet the minimum regulatory capital requirements set by the FSA and the US Federal Reserve Bank’s requirements that a financial holding company be well ~~capitalised.~~capitalised;

–	~~Maintain~~maintain sufficient capital resources to support the Group’s risk appetite and economic capital ~~requirements.~~requirements;

–	~~Support~~support the Group’s credit ~~rating.~~rating;

–	~~Ensure~~ensure locally regulated subsidiaries can meet their minimum capital ~~requirements.~~requirements; and

–	~~Allocate~~allocate capital to businesses to support the Group’s strategic objectives, including optimising returns on economic and regulatory capital.

External ~~Regulatory Capital Requirements~~regulatory capital requirements

The Group is subject to minimum capital requirements imposed by the Financial Services Authority (FSA), following guidelines developed by the Basel Committee on Banking Supervision (the Basel Committee) and implemented in the UK via European Union Directives.

Under Basel II, effective from 1st January 2008, the Group has approval by the FSA to use the advanced approaches to credit and operational risk management. Pillar 1 capital requirements are generated using the Group’s risk models.

Under Pillar 2 of Basel II, the Group is subject to an overall regulatory capital requirement based on individual capital guidance (‘ICG’) received from the FSA. The ICG imposes additional capital requirements in excess of Pillar 1 minimum ~~capital requirements.~~capital.


278

Notes to the accounts

For the year ended 31st December 2009

continued

52 Capital Managementcontinued

Outside the UK, the Group has operations (and main regulators) located in continental Europe, in particular France, Germany, Spain, Portugal and Italy (local central banks and other regulatory authorities); Asia Pacific (various regulatory authorities including the Hong Kong Monetary Authority, the Japanese FSA and the Monetary Authority of Singapore); Africa, where the Group’s operations are headquartered in Johannesburg, South Africa (The South African Reserve Bank and the Financial Services Board (FSB)) and the United States of America (the Board of Governors of the Federal Reserve System (FRB) and the Securities and Exchange Commission).

The Group manages its capital resources to ensure that those Group entities that are subject to local capital adequacy regulation in individual countries meet their minimum capital requirements. Local management manages compliance with subsidiary entity minimum regulatory capital requirements with reporting to local Asset and Liability Committees and to Treasury Committee, as required.

~~278~~

~~Barclays~~

~~Annual Report 2008~~

~~52 Capital Management~~~~(continued)~~

Regulatory ~~Capital~~capital

The table below provides details of the regulatory capital resources managed by the Group.

      Basel ll
2008
£m Basel I
2007
£m
Total qualifying Tier 1 capital
   37,250 27,408
Total qualifying Tier 2 capital
   22,333 17,123
Total deductions
   (856 ) (1,889 )
Total net capital resources
   58,727 42,642

~~Insurance businesses~~

Insurance businesses are subject to separate regulation regarding Capital management and have constraints on the transfer of capital. Capital resource requirements are assessed at company level in accordance with local laws and regulations. However, the requirement is that each life fund should be able to meet its own liabilities. In the event that this should not be the case, shareholders’ equity would be required to meet its liabilities to the extent that they could not otherwise be met.

~~The capital resource requirement of the insurance businesses at 31st December 2008 was £192m (31st December 2007: £216m).~~


	Basel ll 2009 £m		Basel II 2008 £m
Total qualifying Tier 1 capital	49,637		37,250
Total qualifying Tier 2 capital	14,703		22,333
Total deductions	(880	)	(856	)
Total net capital resources	63,460		58,727

53 Segmental reporting

The following section analyses the Group’s performance by business. For management ~~and~~ reporting purposes during 2009, Barclays iswas organised into the following business groupings:

Global Retail and Commercial Banking

–	UK Retail Banking

–	Barclays Commercial Bank

–	Barclaycard

–	GRCB – Western Europe

–	GRCB – Emerging Markets

–	GRCB – Absa

Investment Banking and Investment Management

–	Barclays Capital

–	Barclays Global Investors

–	Barclays Wealth

Head Office Functions and Other Operations

UK Retail Banking

UK Retail Banking comprises Personal Customers, Home Finance, Local Business, Consumer Lending and Barclays Financial Planning. This cluster of businesses aims to build broader and deeper relationships with its Personal and Local Business customers through providing a wide range of products and financial services. Personal Customers and Home Finance provide access to current account and savings products, Woolwich branded mortgages and general insurance.

Barclays Commercial Bank

Barclays Commercial Bank provides banking services to organisations with an annual turnover of more than £1m. Customers are served via a network of relationship and industry sector specialists, which provides solutions constructed from a comprehensive suite of banking products, support, expertise and services, including specialist asset financing and leasing facilities. Customers are also offered access to the products and expertise of other businesses in the Group, particularly Barclays Capital, Barclaycard and Barclays Wealth.


				279

LOGO

53 Segmental reportingcontinued

Barclaycard

Barclaycard is a multi-brand credit card and consumer lending business which also processes card payments for retailers and merchants and issues credit and charge cards to corporate customers and the UK Government. It is one of Europe’s leading credit card businesses and has an increasing presence in the United States and South Africa.

In the UK, Barclaycard comprises Barclaycard UK Cards, Barclaycard Partnerships, Barclays Partner Finance and FirstPlus.

Barclaycard works closely with other parts of the Group, including UK Retail Banking, Barclays Commercial Bank and GRCB – Western Europe and GRCB – Emerging Markets, to leverage their distribution capabilities.

Global Retail and Commercial Banking – Western Europe

GRCB – Western Europe encompasses Barclays Global Retail and Commercial Banking, as well as Barclaycard operations, in Spain, Italy, Portugal, France and ~~France.~~Russia. GRCB – Western Europe serves customers through a variety of distribution channels. GRCB – Western Europe provides a variety of products including retail mortgages, current and deposit accounts, commercial lending, unsecured lending, credit cards, investments, and insurance serving the needs of Barclays retail, mass affluent, and corporate customers.

~~Barclays~~

~~Annual Report 2008~~

~~279~~

~~Notes to the accounts~~

~~For the year ended 31st December 2008~~

~~53 Segmental reporting~~~~(continued)~~

Global Retail and Commercial Banking – Emerging Markets

GRCB – Emerging Markets encompasses Barclays Global Retail and Commercial Banking, as well as Barclaycard operations, in 14 countries organised in six geographic areas: India and Indian Ocean (India, Mauritius and Seychelles); Middle East and North Africa (UAE and Egypt); East and West Africa (Ghana, Tanzania, Uganda and Kenya); Southern Africa (Botswana, Zambia and Zimbabwe); Russia; and Pakistan (from 23rd July 2008). GRCB – Emerging Markets serves ~~its customers through a variety of distribution channels. GRCB – Emerging Markets provides a variety of traditional~~ retail and commercial ~~products including retail mortgages, current~~banking customers in Botswana, Egypt, Ghana, India, Kenya, Mauritius, Pakistan, Seychelles, Tanzania, Uganda, the UAE, Zambia, Indonesia and ~~deposit accounts, commercial lending, unsecured lending, credit cards, treasury~~Zimbabwe. Through a network of more than 683 distribution points and ~~investments. In addition to this, it provides specialist services such as Sharia compliant~~1,023 ATMs, we provide 3.7 million customers and clients with a full range of products and ~~mobile banking.~~services. This includes current accounts, savings, investments, mortgages and secured and unsecured lending.

Global Retail and Commercial Banking – Absa

GRCB – Absa represents Barclays consolidation of Absa, excluding Absa Capital and Absa Card and Absa Wealth which is included as part of Barclays Capital, Barclaycard and ~~Barclaycard~~Barclays Wealth respectively. Absa Group Limited is a South African financial services organisation serving personal, commercial and corporate customers predominantly in South Africa. GRCB – Absa serves retail customers through a variety of distribution channels and offers a full range of banking services, including current and deposit accounts, mortgages, instalment finance, credit cards, bancassurance products and wealth management services. It also offers customised business solutions for commercial and large corporate customers.

Barclays Capital

Barclays Capital is the investment banking division of Barclays that provides large corporate, institutional and government clients with solutions to their financing and risk management needs.

Barclays Capital services a wide variety of client needs, covering strategic advisory and M&A; equity and fixed income capital raising and corporate lending; and risk management across foreign exchange, interest rates, equities and commodities.

Barclays Global Investors

BGI offers structured investment strategies such as indexing, global asset allocation and risk controlled active products including hedge funds and provides related investment services such as securities lending, cash management and portfolio transition services. BGI collaborates with ~~the other Barclays businesses, particularly Barclays Capital and Barclays Wealth, to develop and market products and leverage capabilities to better serve the client base.~~no dividends being received during 2009.

Barclays Wealth

Barclays Wealth works closely with all other parts of the Group to leverage synergies from client relationships and product capabilities.

Head Office Functions and Other Operations

Head Office Functions and Other Operations comprises head office and central support functions, businesses in transition and inter-segment adjustments.

Businesses in transition principally relate to certain lending portfolios that are centrally managed with the objective of maximising recovery from the assets.

280

~~Barclays~~

~~Annual Report 2008~~

~~53 Segmental reporting~~~~(continued)~~

As at 31st December 2008
UK
Retail
Banking
£m

Barclays
Commercial
Bank
£m

Barclaycard
£m
GRCB –
Western
Europe
£m

GRCB –
Emerging
Markets
£m

GRCB–
Absa
£m

Barclays
Capital
£m

Barclays
Global
Investors
£m

Barclays
Wealth
£m

Head office
functions
and other
operations
£m

Total
£m

Interest income from external customers 2,816 1,589 1,677 808 644 1,223 2,026 (52 ) 496 242 11,469
Other income from external customers 1,702 1,068 1,492 625 375 946 2,989 1,890 914 (355 ) 11,646
Income from external customers, net of insurance claims 4,518 2,657 3,169 1,433 1,019 2,169 5,015 1,838 1,410 (113 ) 23,115
Inter-segment income
(36 ) 88 50 (3 ) – 29 216 6 (86 ) (264 ) –
Total income net of insurance claims 4,482 2,745 3,219 1,430 1,019 2,198 5,231 1,844 1,324 (377 ) 23,115
Impairment charges and other credit provisions (602 ) (414 ) (1,097 ) (296 ) (166 ) (347 ) (2,423 ) – (44 ) (30 ) (5,419 )
Segment expenses – external (2,138 ) (934 ) (1,405 ) (1,108 ) (856 ) (1,576 ) (3,789 ) (1,231 ) (809 ) (520 ) (14,366 )
Inter-segment expenses
(381 ) (129 ) (17 ) 179 137 271 15 (18 ) (126 ) 69 –
Total expenses
(2,519 ) (1,063 ) (1,422 ) (929 ) (719 ) (1,305 ) (3,774 ) (1,249 ) (935 ) (451 ) (14,366 )
Share of post-tax results of associates and joint ventures 8 (2 ) (3 ) – – 5 6 – – – 14
Profit on disposal of subsidiaries, associates and joint ventures – – – – – 1 – – 326 – 327
Gains on acquisitions
– – 92 52 – – 2,262 – – – 2,406
Business segment profit before tax 1,369 1,266 789 257 134 552 1,302 595 671 (858 ) 6,077
Additional information

Depreciation and amortisation 111 69 114 69 58 117 272 40 40 31 921
Impairment loss – intangible assets – – – – – – – – (3 ) – (3 )
Impairment of goodwill
– – 37 – – – 74 – – – 111
Investments in associates and joint ventures 1 (3 ) (13 ) – – 84 150 – – 122 341
Total assets
101,384 84,029 30,925 64,732 14,653 40,391 1,629,117 71,340 13,263 3,146 2,052,980
Total liabilities
104,640 64,997 3,004 37,250 10,517 20,720 1,603,093 68,372 45,846 47,130 2,005,569

~~Barclays~~

~~Annual Report 2008~~

~~281~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

53 Segmental reporting~~(continued)~~continued


As at 31st December 2007	UK Retail Banking £m		Barclays Commercial Bank £m		Barclaycard £m		GRCB – Western Europe £m		GRCB – Emerging Markets £m		GRCB – Absa £m		Barclays Capital £m		Barclays Global Investors £m		Barclays Wealth £m		Head office functions and other operations £m		Total £m
Net interest income from external customers	2,725		1,624		1,303		472		344		1,140		1,536		(2	)	453		15		9,610
As at 31st December 2009																							UK Retail Banking £m		Barclays Commercial Bank £m		Barclaycard £m		GRCB – Western Europe £m		GRCB – Emerging Markets £m		GRCB – Absa £m		Barclays Capital £m		Barclays Global Investors^a £m		Barclays Wealth £m		Head office functions and other operations £m		Total Continuing Operations £m
Interest income from external customers																							2,421		1,568		2,573		1,083		765		1,385		1,002		(37	)	470		688		11,918
Other income from external customers	1,652		922		1,086		474		189		832		5,398		1,917		890		30		13,390		1,550		1,096		1,456		640		280		1,166		10,097		76		966		(122	)	17,205

Income from external customers, net of insurance claims	4,377		2,546		2,389		946		533		1,972		6,934		1,915		1,343		45		23,000		3,971		2,664		4,029		1,723		1,045		2,551		11,099		39		1,436		566		29,123
Inter-segment income	(80	)	18		141		(9	)	–		27		185		11		(56	)	(237	)	–		14		89		13		–		–		(2	)	526		1		(103	)	(538	)	–

Total income net of insurance claims	4,297		2,564		2,530		937		533		1,999		7,119		1,926		1,287		(192	)	23,000		3,985		2,753		4,042		1,723		1,045		2,549		11,625		40		1,333		28		29,123

Impairment charges and other credit provisions	(559	)	(292	)	(827	)	(76	)	(39	)	(146	)	(846	)	–		(7	)	(3	)	(2,795	)	(936	)	(974	)	(1,798	)	(667	)	(471	)	(567	)	(2,591	)	–		(51	)	(16	)	(8,071	)

Segment expenses – external	(2 ,154	)	(785	)	(1,079	)	(859	)	(553	)	(1,518	)	(3,989	)	(1,180	)	(829	)	(253	)	(13,199	)	(2,187	)	(838	)	(1,440	)	(1,318	)	(934	)	(1,743	)	(6,559	)	2		(1,015	)	(683	)	(16,715	)
Inter-segment expenses	(316	)	(144	)	(14	)	186		158		251		16		(12	)	(144	)	19		–		(253	)	(192	)	(54	)	205		82		274		(33	)	(19	)	(123	)	113		–
Total expenses	(2 ,470	)	(929	)	(1,093	)	(673	)	(395	)	(1,267	)	(3,973	)	(1,192	)	(973	)	(234	)	(13,199	)	(2,440	)	(1,030	)	(1,494	)	(1,113	)	(852	)	(1,469	)	(6,592	)	(17	)	(1,138	)	(570	)	(16,715	)

Share of post-tax results of associates and joint ventures	7		–		(7	)	–		1		6		35		–		–		–		42		3		–		8		4		–		(4	)	22		–		–		1		34

Profit on disposal of subsidiaries, associates and joint ventures	–		14		–		8		–		5		–		–		–		1		28		–		–		3		157		24		(3	)	–		(1	)	1		7		188
Gains on acquisitions																							–		–		–		26		–		–		–		–		–		–		26

Business segment profit before tax	1,275		1,357		603		196		100		597		2,335		734		307		(428	)	7,076		612		749		761		130		(254	)	506		2,464		22		145		(550	)	4,585

Additional information
Depreciation and amortisation	101		33		79		42		30		121		181		22		18		26		653		146		69		133		110		77		143		452		–		51		25		1,206
Impairment loss – intangible assets	–		13		–		–		–		1		–		–		–		–		14		4		1		17		1		1		2		–		–		–		1		27
Impairment of goodwill																							–		1		–		–		–		–		–		–		–		–		1
Investments in associates and joint ventures	(7	)	1		(8	)	–		–		108		171		–		–		112		377		2		(1	)	(5	)	88		–		34		170		–		–		134		422

Total assets	88,477		74,566		22,121		43,702		9,188		36,368		839,850		89,218		18,188		5,683		1,227,361		105,228		75,547		30,220		64,185		11,874		45,8241,019,120				5,406		15,095		6,430		1,378,929
Total liabilities	101,516		66,251		1,952		24,004		7,507		17,176		811,704		87,096		44,152		33,527		1,194,885		102,934		68,108		5,543		48,049		9,836		25,769		951,192		416		41,648		66,956		1,320,451

Note

As at 31st December 2006
UK
Retail
Banking
£m

Barclays
Commercial
Bank
£m

Barclaycard
£m
GRCB –
Western
Europe
£m

GRCB –
Emerging
Markets
£m

GRCB –
Absa
£m

Barclays
Capital
£m

Barclays
Global
Investors
£m

Barclays
Wealth
£m

Head office
functions
and other
operations
£m

Total
£m

Net interest income from external customers 2,649 1,618 1,294 389 274 1,030 1,460 17 404 8 9,143
Other income from external customers 1,673 771 1,226 364 122 967 4,746 1,653 795 135 12,452
Income from external customers, net of insurance claims 4,322 2,389 2,520 753 396 1,997 6,206 1,670 1,199 143 21,595
Inter-segment income
24 15 56 (2 ) – 34 61 (5 ) (39 ) (144 ) –
Total income net of insurance claims 4,346 2,404 2,576 751 396 2,031 6,267 1,665 1,160 (1 ) 21,595
Impairment charges and other credit provisions (635 ) (253 ) (1,053 ) (38 ) (30 ) (112 ) (42 ) – (2 ) 11 (2,154 )
Segment expenses – external
(2 ,263 ) (696 ) (861 ) (693 ) (461 ) (1,529 ) (3,988 ) (940 ) (772 ) (471 ) (12,674 )
Inter-segment expenses
(269 ) (172 ) (132 ) 143 191 210 (21 ) (11 ) (141 ) 202 –
Total expenses
(2 ,532 ) (868 ) (993 ) (550 ) (270 ) (1,319 ) (4,009 ) (951 ) (913 ) (269 ) (12,674 )
Share of post-tax results of associates and joint ventures 2 3 (8 ) (1 ) 41 9 – – – – 46
Profit on disposal of subsidiaries, associates and joint ventures – 76 – – 247 – – – – – 323
Business segment profit before tax 1,181 1,362 522 162 384 609 2,216 714 245 (259 ) 7,136
Additional information

Depreciation and amortisation
100 23 69 44 28 141 132 13 10 31 591
Impairment loss – intangible assets – – – 1 1 5 – – – – 7
Investments in associates and joint ventures (6 ) 9 7 (1 ) – 51 71 – – 97 228
Total assets
81,693 66,224 20,033 33,487 5,219 29,575 657,922 80,515 15,023 7,096 996,787
Total liabilities
94,694 62,335 2,062 17,545 5,207 13,974 632,208 79,366 37,652 24,354 969,397

a	The discontinued operations of the Barclays Global Investors business are disclosed in Note 39.

~~282~~

~~Barclays~~

~~Annual Report 2008~~

281

53 Segmental reporting~~(continued)~~continued

~~Revenue by products and services~~

~~An analysis of revenue from external customers by product or service is presented below:~~

As at 31st December
   2008
£m

2007
£m

2006
£m

Net interest income

Cash and balances with central banks
   174 145 91
Available for sale investments
   2,355 2,580 2,811
Loans and advances to banks
   1,267 1,416 903
Loans and advances to customers
   23,754 19,559 16,290
Other
   460 1,608 1,710
Interest income
   28,010 25,308 21,805
Deposits from banks
   (2,189 ) (2,720 ) (2,819 )
Customer accounts
   (6,697 ) (4,110 ) (3,076 )
Debt securities in issue
   (5,910 ) (6,651 ) (5,282 )
Subordinated liabilities
   (1,349 ) (878 ) (777 )
Other
   (396 ) (1,339 ) (708 )
Interest expense
   (16,541 ) (15,698 ) (12,662 )
Net interest income
   11,469 9,610 9,143
Net fee and commission income

Brokerage fees
   87 109 70
Investment management fees
   1,616 1,787 1,535
Securities lending
   389 241 185
Banking and credit related fees and commissions
   7,208 6,363 6,031
Foreign exchange commissions
   189 178 184
Fee and commission income
   9,489 8,678 8,005
Fee and commission expense
   (1,082 ) (970 ) (828 )
Net fee and commission income
   8,407 7,708 7,177
Principal transactions

Rates related business
   4,751 4,162 2,848
Credit related business
   (3,422 ) (403 ) 766
Net investment income
   680 1,216 962
Principal transactions
   2,009 4,975 4,576
Net premiums from insurances contracts
   1,090 1,011 1,060
Net claims and benefits incurred on insurance contracts
   (237 ) (492 ) (575 )
Other income
   377 188 214
Total income net of insurance claims
   23,115 23,000 21,595


As at 31st December 2008	UK Retail Banking £m		Barclays Commercial Bank £m		Barclaycard £m		GRCB – Western Europe^b Markets^b £m		GRCB – Emerging £m		GRCB – Absa £m		Barclays Capital £m		Barclays Global Investors^a £m		Barclays Wealth £m		Head office functions and other operations £m		Total Continuing Operations £m
Interest income from external customers	2,816		1,589		1,677		831		621		1,223		2,026		(52	)	496		242		11,469
Other income from external customers	1,702		1,068		1,492		627		373		946		2,989		(26	)	914		(355	)	9,730
Income from external customers, net of insurance claims	4,518		2,657		3,169		1,458		994		2,169		5,015		(78	)	1,410		(113	)	21,199
Inter-segment income	(36	)	88		50		(3	)	–		29		216		6		(86	)	(264	)	–

Total income net of insurance claims	4,482		2,745		3,219		1,455		994		2,198		5,231		(72	)	1,324		(377	)	21,199

Impairment charges and other credit provisions	(602	)	(414	)	(1,097	)	(297	)	(165	)	(347	)	(2,423	)	–		(44	)	(30	)	(5,419	)

Segment expenses – external	(2,138	)	(934	)	(1,405	)	(1,139	)	(825	)	(1,576	)	(3,789	)	(256	)	(809	)	(520	)	(13,391	)
Inter-segment expenses	(381	)	(129	)	(17	)	179		137		271		15		(18	)	(126	)	69		–
Total expenses	(2,519	)	(1,063	)	(1,422	)	(960	)	(688	)	(1,305	)	(3,774	)	(274	)	(935	)	(451	)	(13,391	)

Share of post-tax results of associates and joint ventures	8		(2	)	(3	)	–		–		5		6		–		–		–		14

Profit on disposal of subsidiaries, associates and joint ventures	–		–		–		–		–		1		–		–		326		–		327
Gains on acquisitions	–		–		92		52		–		–		2,262		–		–		–		2,406

Business segment profit before tax	1,369		1,266		789		250		141		552		1,302		(346	)	671		(858	)	5,136

Additional information
Depreciation and amortisation	111		69		114		75		52		117		272		1		40		31		882
Impairment loss – intangible assets	–		–		–		–		–		–		–		–		(3	)	–		(3	)
Impairment of goodwill	–		–		37		–		–		–		74		1		–		–		112
Investments in associates and joint ventures	1		(3	)	(13	)	–		–		84		150		–		–		122		341

Total assets	101,384		84,029		30,925		65,519		13,866		40,391		1,629,117		71,340		13,263		3,146		2,052,980
Total liabilities	104,640		64,997		3,004		37,632		10,135		20,720		1,603,093		68,372		45,846		47,130		2,005,569

~~Interest income~~Note

Cash and balances with central banks interest income consists of interest income from cash on deposit with central banks. Available for sale investments interest income consists of the interest yield on debt securities, treasury bills and other eligible bills. Loans and advances to banks interest income consists of interest income from loans and advances to other banks. Loans and advances to customers interest income consists of interest income from loans, mortgages, advances and credit cards to customers. Other interest income principally consists of interest income relating to reverse repurchase agreements.

~~Interest expense~~

Deposits from banks interest expense consists of interest expense paid to other banks on their deposits with Barclays. Customer accounts interest expense consists of interest expense paid to customers on their current and savings account with Barclays. Debt securities in issue interest expense consists of interest expense paid to customers who hold Barclays debt securities in issue. Subordinated liabilities interest expense consists of interest expense paid to customers who hold Barclays subordinated liabilities. Other interest expense principally consists of interest expense relating to repurchase agreements and hedging activity.

~~Fee and commission income~~

Brokerage fees income consists of fees charged to facilitate transactions between buyers and sellers. The brokerage fee is charged for services such as negotiations, sales, purchases, delivery or advice on the transaction. Investment management fees are levied on assets under management. Securities lending fees are charged when stock is lent to third parties. Banking and credit related fees and commissions consist of fees and commissions charged on banking and credit card transactions. Foreign exchange commissions are earned on foreign exchange transactions with customers.

~~Fee and commission expense~~

Fee and commission expense consists of fees paid to third parties to facilitate transactions between buyers and sellers. The fee is charged for services such as negotiations, sales, purchases, delivery or advice on the transaction.

a	The discontinued operations of the Barclays Global Investors business are disclosed in Note 39.

b	Figures have been restated for Barclays Russia, which was transferred from GRCB – Emerging Markets to GRCB – Western Europe during 2009.

282

~~Barclays~~

~~Annual Report 2008~~

~~283~~

Notes to the accounts

For the year ended 31st December ~~2008~~2009

continued

53 Segmental reporting ~~(continued)~~continued


As at 31st December 2007	UK Retail Banking £m		Barclays Commercial Bank £m		Barclaycard £m		GRCB – Western Europe £m		GRCB – Emerging Markets £m		GRCB – Absa £m		Barclays Capital £m		Barclays Global Investors^a £m		Barclays Wealth £m		Head office functions and other operations £m		Total Continuing Operations £m
Interest income from external customers	2,725		1,624		1,303		472		344		1,140		1,536		(14	)	453		15		9,598
Other income from external customers	1,652		922		1,086		474		189		832		5,398		(27	)	890		30		11,446
Income from external customers, net of insurance claims	4,377		2,546		2,389		946		533		1,972		6,934		(41	)	1,343		45		21,044
Inter-segment income	(80	)	18		141		(9	)	–		27		185		11		(56	)	(237	)	–
Total income net of insurance claims	4,297		2,564		2,530		937		533		1,999		7,119		(30	)	1,287		(192	)	21,044

Impairment charges and other credit provisions	(559	)	(292	)	(827	)	(76	)	(39	)	(146	)	(846	)	–		(7	)	(3	)	(2,795	)
Segment expenses – external	(2,154	)	(785	)	(1,079	)	(859	)	(553	)	(1,518	)	(3,989	)	(77	)	(829	)	(253	)	(12,096	)
Inter-segment expenses	(316	)	(144	)	(14	)	186		158		251		16		(12	)	(144	)	19		–
Total expenses	(2,470	)	(929	)	(1,093	)	(673	)	(395	)	(1,267	)	(3,973	)	(89	)	(973	)	(234	)	(12,096	)

Share of post-tax results of associates and joint ventures	7		–		(7	)	–		1		6		35		–		–		–		42

Profit on disposal of subsidiaries, associates and joint ventures	–		14		–		8		–		5		–		–		–		1		28

Business segment profit before tax	1,275		1,357		603		196		100		597		2,335		(119	)	307		(428	)	6,223
Additional information
Depreciation and amortisation	101		33		79		42		30		121		181		–		18		26		631
Impairment loss – intangible assets	–		13		–		–		–		1		–		–		–		–		14
Investments in associates and joint ventures	(7	)	1		(8	)	–		–		108		171		–		–		112		377
Total assets	88,477		74,566		22,121		43,702		9,188		36,368		839,850		89,218		18,188		5,683		1,227,361
Total liabilities	101,516		66,251		1,952		24,004		7,507		17,176		811,704		87,096		44,152		33,527		1,194,885

~~Principal transactions~~Revenue by products and services

~~Rates~~Details of revenue from external customers by product or service are disclosed in Notes 2 to 6 on pages 186 and Credit related business consists of profits and losses arising both on the purchase and sale of trading instruments and from the revaluation to market value together with the interest income and expense from these instruments and the related funding costs. Net investment income consists of the net gain from disposal of available for sale assets, dividend income, net gain from financial instruments designated at fair value and other investment income.

~~Total income net of insurance claims~~

Net premiums from insurance contracts consists of gross premiums from insurance contracts and premiums ceded to reinsurers. Net claims and benefits incurred on insurance contracts consists of gross claims and benefits incurred on insurance contracts and reinsurers’ share of claims incurred. Other income consists of increase in fair value of assets held under linked liabilities to customers under investment contracts, increase in liabilities to customers under investment contracts, property rentals and other income.187.

Geographical information

(i) A geographical analysis of revenues from external customers is presented below:


	2008 £m	2007 £m	2006 £m	2009 £m	2008 £m		2007 £m
Continuing operations
Attributed to the UK	12,277	13,127	12,154	12,850	11,958		12,744
Attributed to other regions
Other European Union	3,633	3,374	2,882	4,397	3,514		3,232
United States	710	2,209	2,840	5,547	(471	)	1,119
Africa	3,633	3,188	2,791
South Africa				2,980	2,618		2,374
Other Africa				917	1,015		814
Rest of the World	2,862	1,102	928	2,432	2,565		761

Total	23,115	23,000	21,595	29,123	21,199		21,044
Individual countries included in Other European Union, Africa and Rest of the World contributing to more than 5% of income from external customers are as follows:
South Africa	2,618	2,374	2,359
Discontinued operations
Attributed to the UK				432	319		383
Other European Union				100	119		142
United States				1,084	1,181		1,090
Rest of the World				247	297		341

There are no individual countries included in Other European Union, Other Africa, or Rest of the World contributing more than 5% of income from external customers.

Note

a	The discontinued operations of the Barclays Global Investors business are disclosed in Note 39.

~~284~~

~~Barclays~~

~~Annual Report 2008~~

283

Barclays Bank PLC data


284	Independent registered public accounting firm’s report

285	Consolidated income statement

286	Consolidated statement of comprehensive income ~~286~~

287	Consolidated balance sheet

288	~~287~~ Consolidated statement of changes in equity

~~Consolidated statement of recognised income and expense~~ 289	~~288~~

Consolidated cash flow statement	~~289~~

290	Notes to the accounts	~~290~~

299	Financial data	~~299~~

284

~~Barclays~~

~~Annual Report 2008~~

~~285~~

Barclays Bank PLC data

Independent Registered Public Accounting Firm’s Report

Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Barclays Bank PLC:

In our opinion, the accompanying Consolidated income statements and the related Consolidated statements of comprehensive income, Consolidated balance sheet, Consolidated statement of changes in equity and Consolidated cash flow statements present fairly, in all material respects, the financial position of Barclays Bank PLC and its subsidiaries at 31 December 2009 and 31 December 2008, and the results of their operations and their cash flows for each of the three years in the period ended 31 December 2009 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and in conformity with International Financial Reporting Standards as adopted by the European Union. These financial- statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements

based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

London, United Kingdom

9th March 2010


				285

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Barclays Bank PLC data

Consolidated income statement

For the year ended 31st December


	Notes	2008 £m		2007 £m		2006 £m		Notes	2009 £m		2008 £m		2007 £m

Continuing operations
Interest income	a	28,010		25,308		21,805		a	21,236		28,010		25,296
Interest expense	a	(16,595	)	(15,707	)	(12,662	)	a	(9,567	)	(16,595	)	(15,707	)

Net interest income		11,415		9,601		9,143			11,669		11,415		9,589

Fee and commission income	b	9,489		8,682		8,005		b	9,946		7,573		6,745
Fee and commission expense	b	(1,082	)	(970	)	(828	)	b	(1,528	)	(1,082	)	(970	)

Net fee and commission income		8,407		7,712		7,177			8,418		6,491		5,775

Net trading income	c	1,260		3,759		3,632		c	6,994		1,270		3,754
Net investment income	c	680		1,216		962		c	283		680		1,216

Principal transactions		1,940		4,975		4,594			7,277		1,950		4,970

Net premiums from insurance contracts	5	1,090		1,011		1,060		5	1,172		1,090		1,011
Other income	f	454		224		257		f	1,389		444		222

Total income		23,306		23,523		22,231			29,925		21,390		21,567
Net claims and benefits incurred on insurance contracts	5	(237	)	(492	)	(575	)	5	(831	)	(237	)	(492	)

Total income net of insurance claims		23,069		23,031		21,656			29,094		21,153		21,075
Impairment charges	7	(5,419	)	(2,795	)	(2,154	)
Impairment charges and other credit provisions								7	(8,071	)	(5,419	)	(2,795	)

Net income		17,650		20,236		19,502			21,023		15,734		18,280

Staff costs	8	(7,779	)	(8,405	)	(8,169	)	8	(9,948	)	(7,204	)	(7,611	)
Administration and general expenses	d	(5,662	)	(4,141	)	(3,914	)	d	(5,558	)	(5,301	)	(3,854	)
Depreciation of property, plant and equipment	23	(630	)	(467	)	(455	)	23	(759	)	(606	)	(453	)
Amortisation of intangible assets	22	(291	)	(186	)	(136	)	22	(447	)	(276	)	(178	)

Operating expenses		(14,362	)	(13,199	)	(12,674	)		(16,712	)	(13,387	)	(12,096	)

Share of post-tax results of associates and joint ventures	20	14		42		46		20	34		14		42
Profit on disposal of subsidiaries, associates and joint ventures		327		28		323			188		327		28
Gains on acquisitions	39	2,406		–		–		40	26		2,406		–

Profit before tax		6,035		7,107		7,197			4,559		5,094		6,254
Tax	e	(786	)	(1,981	)	(1,941	)	e	(1,047	)	(449	)	(1,699	)

Profit after tax		5,249		5,126		5,256
Profit after tax from continuing operations									3,512		4,645		4,555

Profit attributable to minority interests		403		377		342
Profit attributable to equity holders		4,846		4,749		4,914
Discontinued operations
Profit after tax for the year from discontinued operations, including gain on disposal									6,777		604		571

Net profit for the year									10,289		5,249		5,126
Profit attributable to equity holders of the Parent from:
Continuing operations									3,228		4,259		4,218
Discontinued operations									6,765		587		531

Total									9,993		4,846		4,749

Profit attributable to non-controlling interests									296		403		377

		5,249		5,126		5,256			10,289		5,249		5,126

The note numbers refer to the notes on pages ~~196~~186 to ~~289,~~282, whereas the note letters refer to those on pages 290 to 298.

286

~~Barclays~~

~~Annual Report 2008~~

Barclays Bank PLC data

Consolidated statement of comprehensive income

continued

For the year ended 31st December


	2009 £m		2008 £m		2007 £m

Net profit for the year	10,289		5,249		5,126

Other comprehensive income:
Continuing operations
Currency translation differences	(853	)	2,233		34
Available for sale financial assets	1,320		(1,577	)	(94	)
Cash flow hedges	165		376		359
Other	(1	)	(56)		22
Tax relating to components of other comprehensive income	(26	)	851		40

Other comprehensive income for the year, net of tax from continuing operations	605		1,827		361
Other comprehensive income for the year, net of tax from discontinued operations	(58	)	114		26

Total comprehensive income for the year	10,836		7,190		5,513

Attributable to:
Equity holders of the Parent	10,286		6,654		5,135
Non-controlling interests	550		536		378

	10,836		7,190		5,513


				287

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Barclays Bank PLC data

Consolidated balance sheet

As at 31st December


	Notes	2008 £m	2007 £m		Notes	2009 £m	2008 £m

Assets
Cash and balances at central banks		30,019	5,801			81,483	30,019
Items in the course of collection from other banks		1,695	1,836			1,593	1,695
Trading portfolio assets	g	185,646	193,726		g	151,395	185,646
Financial assets designated at fair value:
– held on own account	13	54,542	56,629		13	41,311	54,542
– held in respect of linked liabilities to customers under investment contracts	13	66,657	90,851		13	1,257	66,657
Derivative financial instruments	14	984,802	248,088		14	416,815	984,802
Loans and advances to banks	15	47,707	40,120		15	41,135	47,707
Loans and advances to customers	15	461,815	345,398		15	420,224	461,815
Available for sale financial investments	h	65,016	43,256		h	56,651	65,016
Reverse repurchase agreements and cash collateral on securities borrowed	17	130,354	183,075		17	143,431	130,354
Other assets	i	6,302	5,153		18	6,358	6,302
Current tax assets		389	518			349	389
Investments in associates and joint ventures	20	341	377		20	422	341
Goodwill	21	7,625	7,014		21	6,232	7,625
Intangible assets	22	2,777	1,282		22	2,563	2,777
Property, plant and equipment	23	4,674	2,996		23	5,626	4,674
Deferred tax assets	19	2,668	1,463		19	2,303	2,668

Total assets		2,053,029	1,227,583			1,379,148	2,053,029

Liabilities
Deposits from banks		114,910	90,546			76,446	114,910
Items in the course of collection due to other banks		1,635	1,792			1,466	1,635
Customer accounts		335,533	295,849			322,455	335,533
Trading portfolio liabilities	12	59,474	65,402		12	51,252	59,474
Financial liabilities designated at fair value	24	76,892	74,489		24	86,202	76,892
Liabilities to customers under investment contracts	13	69,183	92,639		13	1,679	69,183
Derivative financial instruments	14	968,072	248,288		14	403,416	968,072
Debt securities in issue		153,426	120,228			135,902	153,426
Repurchase agreements and cash collateral on securities lent	17	182,285	169,429		17	198,781	182,285
Other liabilities	j	12,640	10,514		25	12,101	12,640
Current tax liabilities		1,215	1,311			964	1,215
Insurance contract liabilities, including unit-linked liabilities	26	2,152	3,903		26	2,140	2,152
Subordinated liabilities	27	29,842	18,150		27	25,816	29,842
Deferred tax liabilities	19	304	855		19	470	304
Provisions	28	535	830		28	590	535
Retirement benefit liabilities	30	1,357	1,537		30	769	1,357

Total liabilities		2,009,455	1,195,762			1,320,449	2,009,455

Shareholders’ equity
Called up share capital	k	2,398	2,382		i	2,402	2,398
Share premium account	k	12,060	10,751		i	12,092	12,060
Other reserves	l	1,723	(170	)	j	1,783	1,723
Other shareholders’ equity	m	2,564	2,687		k	2,559	2,564
Retained earnings	l	22,457	14,222		j	37,089	22,457

Shareholders’ equity excluding minority interests		41,202	29,872
Minority interests	n	2,372	1,949
Shareholders’ equity excluding non-controlling interests						55,925	41,202
Non-controlling interests					l	2,774	2,372

Total shareholders’ equity		43,574	31,821			58,699	43,574

Total liabilities and shareholders’ equity		2,053,029	1,227,583			1,379,148	2,053,029

The note numbers refer to the notes on pages ~~196~~186 to ~~284,~~282, whereas the note letters refer to those on pages 290 to 298.

These financial statements have been approved for issue by the Board of Directors on ~~5th~~9th March 2009.

~~Barclays~~

~~Annual Report 2008~~

~~287~~

~~Barclays Bank PLC data~~

~~Consolidated statement of recognised income and expense~~

~~For the year ended 31st December~~

      2008
£m 2007
£m 2006
£m
Available for sale reserve:

– Net (losses)/gains from changes in fair value
   (1,757 ) 389 107
– Losses transferred to net profit due to impairment
   382 13 86
– Net gains transferred to net profit on disposal
   (209 ) (563 ) (327 )
– Net (gains)/losses transferred to net profit due to fair value hedging
   (2 ) 68 14
Cash flow hedging reserve:

– Net gains/(losses) from changes in fair value
   305 106 (437 )
– Net losses/(gains) transferred to net profit
   71 253 (50 )
Currency translation differences
   2,407 54 (781 )
Tax
   841 54 253
Other

   (56 ) 22 25

Amounts included directly in equity
   1,982 396 (1,110 )
Profit after tax

   5,249 5,126 5,256
Total recognised income and expense for the year

   7,231 5,522 4,146
Attributable to:

Equity holders
   6,654 5,135 4,132
Minority interests

   577 387 14
   7,231

5,522

4,146

288

~~Barclays~~

~~Annual Report 2008~~

Barclays Bank PLC data

Consolidated ~~cash flow~~ statement

~~For the year ended 31st December~~ of changes in equity

2008
£m

2007
£m

2006
£m

Reconciliation of profit before tax to net cash flows from operating activities:

Profit before tax
   6,035    7,107    7,197
Adjustment for non-cash items:

Allowance for impairment
   5,419    2,795    2,154
Depreciation and amortisation and impairment of property, plant, equipment and intangibles
   951    669    612
Other provisions, including pensions
   804    753    558
Net profit from associates and joint ventures
   (14 )    (42 )    (46 )
Net profit on disposal of investments and property, plant and equipment
   (371 )    (862 )    (778 )
Net profit from disposal of associates and joint ventures
   –    (26 )    (263 )
Net profit from disposal of subsidiaries
   (327 )    (2 )    (60 )
Net gains on acquisitions
   (2,406 )    –    –
Other non-cash movements
   830    (1,471 )    1,661
Changes in operating assets and liabilities:

Net increase in loans and advances to banks and customers
   (58,432 )    (77,987 )    (27,385 )
Net increase in deposits and debt securities in issue
   76,886    91,451    46,944
Net (increase)/decrease in derivative financial instruments
   (17,529 )    (2,144 )    1,196
Net decrease/(increase) in trading portfolio assets
   26,945    (18,245 )    (18,333 )
Net (decrease)/increase in trading liabilities
   (5,928 )    (6,472 )    310
Net decrease/(increase) in financial investments
   5,229    (4,379 )    1,538
Net (increase)/decrease in other assets
   (3,005 )    1,296    (1,527 )
Net decrease in other liabilities
   (492 )    (1,056 )    (1,580 )
Tax paid

   (1,725 )    (1,583 )    (2,141 )
Net cash from operating activities

   32,870    (10,198 )    10,057
Purchase of available for sale financial investments
   (57,756 )    (26,947 )    (47,109 )
Proceeds from sale or redemption of available for sale financial investments
   51,429    38,423    46,069
Purchase of intangible assets
   (687 )    (263 )    (212 )
Purchase of property, plant and equipment
   (1,720 )    (1,241 )    (654 )
Proceeds from sale of property, plant and equipment
   799    617    786
Acquisition of subsidiaries, net of cash acquired
   (961 )    (270 )    (248 )
Disposal of subsidiaries, net of cash disposed
   238    383    (15 )
Increase in investment in subsidiaries
   (157 )    (668 )    (432 )
Decrease in investment in subsidiaries
   19    57    44
Acquisition of associates and joint ventures
   (96 )    (220 )    (162 )
Disposal of associates and joint ventures
   137    145    739
Other cash flows associated with investing activities

   –    –    17
Net cash from investing activities

   (8,755 )    10,016    (1,177 )
Dividends paid
   (1,796 )    (3,418 )    (2,373 )
Proceeds from borrowings and issuance of debt securities
   9,645    4,625    2,493
Repayments of borrowings and redemption of debt securities
   (1,207 )    (683 )    (366 )
Net issue of shares and other equity instruments
   1,327    1,355    585
Capital injection from Barclays PLC
   5,137    1,434    –
Net issues of shares to minority interests

   11    199    226
Net cash from financing activities

   13,117    3,512    565
Effect of exchange rates on cash and cash equivalents

   (5,801 )    (654 )    552
Net increase in cash and cash equivalents

   31,431    2,676    9,997
Cash and cash equivalents at beginning of year

   33,078    30,402    20,405
Cash and cash equivalents at end of year

   64,509    33,078    30,402
Cash and cash equivalents comprise:

Cash and balances at central banks
   30,019    5,801    6,795
Loans and advances to banks
   47,707    40,120    30,926
Less: non-cash amounts and amounts with original maturity greater than three months
   (15,428 )    (19,376 )    (15,892 )
   32,279    20,744    15,034
Available for sale treasury and other eligible bills
   65,016    43,256    51,952
Less: non-cash and amounts with original maturity greater than three months
   (62,916 )    (41,872 )    (50,933 )
   2,100    1,384    1,019
Trading portfolio assets
   185,646    193,726    177,884
Less: non-cash and amounts with maturity greater than three months
   (185,535 )    (188,591 )    (170,346 )
   111    5,135    7,538
Other
   –    14    16
   64,509

   33,078

   30,402


.	Share capital and share premium^a £m	Other reserves^b and shareholders ’ equity £m		Retained earnings^c £m		Total £m		Non- controlling interests £m		Total equity £m
Balance at 1st January 2009	14,458	4,287		22,457		41,202		2,372		43,574
Net profit for the year	–	–		9,993		9,993		296		10,289
Other comprehensive income:
Currency translation differences	–	(1,138	)	–		(1,138	)	285		(853	)
Available for sale financial assets	–	1,334		–		1,334		(14	)	1,320
Cash flow hedges	–	194		–		194		(29	)	165
Tax relating to components of other comprehensive income	–	(209	)	171		(38	)	12		(26	)
Other	–	–		(1	)	(1	)	–		(1	)
Other comprehensive income net of tax from discontinued operations	–	(75	)	17		(58	)	–		(58	)

Total comprehensive income	–	106		10,180		10,286		550		10,836

Issue of new ordinary shares	25	–		–		25		–		25
Issue of new preference shares	–	–		–		–		–		–
Equity settled share schemes	–	–		298		298		–		298
Vesting of Barclays PLC shares under share-based payment schemes	–	–		(80	)	(80	)	–		(80	)
Capital injection from Barclays PLC	–	–		4,850		4,850		–		4,850
Dividends paid	–	–		(103	)	(103	)	(132	)	(235	)
Dividends on preference shares and other shareholders equity	–	–		(599	)	(599	)	–		(599	)
Net increase/decrease in non-controlling interest arising on acquisitions, disposals and capital issuances	–	–		–		–		(82	)	(82	)
Other	11	(51	)	86		46		66		112

Balance at 31st December 2009	14,494	4,342		37,089		55,925		2,774		58,699
Balance at 1st January 2008	13,133	2,517		14,222		29,872		1,949		31,821
Net profit for the year	–	–		4,846		4,846		403		5,249
Other comprehensive income:
Currency translation differences	–	2,174		–		2,174		59		2,233
Available for sale financial assets	–	(1,575	)	–		(1,575	)	(2	)	(1,577	)
Cash flow hedges	–	271		–		271		105		376
Tax relating to components of other comprehensive income	–	926		(46	)	880		(29	)	851
Other	–	–		(56	)	(56	)	–		(56	)
Other comprehensive income net of tax from discontinued operations	–	124		(10	)	114		–		114

Total comprehensive income	–	1,920		4,734		6,654		536		7,190
Issue of new ordinary shares	16	–		–		16		–		16
Issue of new preference shares	1,309	–		–		1,309		–		1,309
Equity settled share schemes	–	–		463		463		–		463
Vesting of Barclays PLC shares under share-based payment schemes	–	–		(437	)	(437	)	–		(437	)
Capital injection from Barclays PLC	–	–		5,137		5,137		–		5,137
Dividends paid	–	–		(1,160	)	(1,160	)	(134	)	(1,294	)
Dividends on preference shares and other shareholders equity	–	–		(502	)	(502	)	–		(502	)
Net increase/decrease in non-controlling interest arising on acquisitions, disposals and capital issuances	–	–		–		–		4		4
Other	–	(150	)	–		(150	)	17		(133	)

Balance at 31st December 2008	14,458	4,287		22,457		41,202		2,372		43,574

Notes

a	Details of share capital and share premium are shown in Note i.

b	Details of other reserves are shown in Note j.

c	Details of retained earnings are shown in Note j.

~~Barclays~~

~~Annual Report 2008~~

289

Barclays Bank PLC data

Consolidated cash flow statement


For the year ended 31st December
	2009 £m		2008 £m		2007 £m
Continuing operations
Reconciliation of profit before tax to net cash flows from operating activities:
Profit before tax	4,559		5,094		6,254
Adjustment for non-cash items:
Allowance for impairment	8,071		5,419		2,795
Depreciation and amortisation and impairment of property, plant, equipment and intangibles	1,196		885		651
Other provisions, including pensions	428		804		753
Net profit from associates and joint ventures	(34	)	(14	)	(42	)
Net profit on disposal of investments and property, plant and equipment	(610	)	(371	)	(862	)
Net profit from disposal of associates and joint ventures	3		–		(26	)
Net profit from disposal of subsidiaries	(191	)	(327	)	(2	)
Net gains on acquisitions	(26	)	(2,406	)	–
Other non-cash movements	4,255		994		(1,519	)

Changes in operating assets and liabilities:
Net decrease/(increase) in loans and advances to banks and customers	25,482		(58,432	)	(77,987	)
Net (decrease)/increase in deposits and debt securities in issue	(49,014	)	76,886		91,451
Net decrease/(increase) in derivative financial instruments	3,321		(17,529	)	(2,144	)
Net decrease/(increase) in trading assets	34,292		26,945		(18,245	)
Net decrease in trading liabilities	(8,222	)	(5,928	)	(6,472	)
Net increase/(decrease) in financial investments	20,459		5,229		(4,379	)
Net (increase)/decrease in other assets	(465	)	(3,013	)	1,113
Net decrease in other liabilities	(907	)	(492	)	(1,056	)
Tax paid	(1,176	)	(1,398	)	(1,254	)
Net cash from operating activities	41,421		32,346		(10,971	)
Purchase of available for sale financial investments	(78,420	)	(57,756	)	(26,947	)
Proceeds from sale or redemption of available for sale financial investments	88,931		51,429		38,423
Net addition of intangible assets	(226	)	(666	)	(227	)
Purchase of property, plant and equipment	(1,150	)	(1,643	)	(1,182	)
Proceeds from sale of property, plant and equipment	372		799		617
Acquisition of subsidiaries, net of cash acquired	(28	)	(961	)	(270	)
Disposal of subsidiaries, net of cash disposed	339		238		383
Disposal of discontinued operation, net of cash acquired	2,469		–		–
Increase in investment in subsidiaries	–		(157	)	(668	)
Decrease in investment in subsidiaries	–		19		57
Acquisition of associates and joint ventures	(81	)	(96	)	(220	)
Disposal of associates and joint ventures	69		137		145
Other cash flows associated with investing activities	(15	)	(5	)	153

Net cash from investing activities	12,260		(8,662	)	10,264

Dividends paid	(590	)	(1,446	)	(3,010	)
Proceeds from borrowings and issuance of debt securities	3,549		9,645		4,646
Repayments of borrowings and redemption of debt securities	(4,383	)	(1,207	)	(683	)
Net issue of shares and other equity instruments	14		1,339		1,355
Capital injection from Barclays PLC	800		5,137		1,434

Net issues of shares to non-controlling interests	–		11		199

Net cash from financing activities	(610	)	13,479		3,941

Effect of exchange rates on cash and cash equivalents	(2,864	)	(6,018	)	(641	)

Net cash from discontinued operations	(376	)	286		83

Net increase in cash and cash equivalents	49,831		31,431		2,676

Cash and cash equivalents at beginning of year	64,509		33,078		30,402

Cash and cash equivalents at end of year	114,340		64,509		33,078

Cash and cash equivalents comprise:
Cash and balances at central banks	81,483		30,019		5,801
Loans and advances to banks	41,135		47,707		40,120
Less: non-cash amounts and amounts with original maturity greater than three months	(10,674	)	(15,428	)	(19,376	)
	30,461		32,279		20,744
Available for sale treasury and other eligible bills	56,483		64,976		43,256
Less: non-cash and amounts with original maturity greater than three months	(54,239	)	(62,876	)	(41,872	)
	2,244		2,100		1,384
Trading portfolio assets	151,344		185,637		193,726
Less: non-cash and amounts with maturity greater than three months	(151,192	)	(185,526	)	(188,591	)
	152		111		5,135
Other	–		–		14

	114,340		64,509		33,078


290

Barclays Bank PLC data

Notes to the accounts

a Net interest income


	2008 £m		2007 £m		2006 £m		2009 £m		2008 £m		2007 £m
Cash and balances with central banks	174		145		91		131		174		145
Available for sale investments	2,355		2,580		2,811		1,937		2,355		2,580
Loans and advances to banks	1,267		1,416		903		513		1,267		1,416
Loans and advances to customers	23,754		19,559		16,290		18,456		23,754		19,559
Other	460		1,608		1,710		199		460		1,596
Interest income	28,010		25,308		21,805		21,236		28,010		25,296
Deposits from banks	(2,189	)	(2,720	)	(2,819	)	(634	)	(2,189	)	(2,720	)
Customer accounts	(6,714	)	(4,110	)	(3,076	)	(2,720	)	(6,714	)	(4,110	)
Debt securities in issue	(5,947	)	(6,651	)	(5,282	)	(4,134	)	(5,947	)	(6,651	)
Subordinated liabilities	(1,349	)	(878	)	(777	)	(1,718	)	(1,349	)	(878	)
Other	(396	)	(1,348	)	(708	)	(361	)	(396	)	(1,348	)
Interest expense	(16,595	)	(15,707	)	(12,662	)	(9,567	)	(16,595	)	(15,707	)
Net interest income	11,415		9,601		9,143		11,669		11,415		9,589

Interest income includes £185m (2008: £135m, ~~(2007: £113m, 2006: £98m)~~2007: £113m) accrued on impaired loans.

Included in net interest income is hedge ineffectiveness as detailed in Note 14.

b Net fee and commission income


	2008 £m		2007 £m		2006 £m		2009 £m		2008 £m		2007 £m
Fee and commission income
Brokerage fees	87		109		70		88		56		78
Investment management fees	1,616		1,787		1,535		133		120		122
Securities lending	389		241		185
Banking and credit related fees and commissions	7,208		6,367		6,031		9,578		7,208		6,367
Foreign exchange commissions	189		178		184		147		189		178
Fee and commission income	9,489		8,682		8,005		9,946		7,573		6,745
Fee and commission expense	(1,082	)	(970	)	(828	)	(1,528	)	(1,082	)	(970	)
Net fee and commission in come	8,407		7,712		7,177
Net fee and commission income							8,418		6,491		5,775

c Principal transactions

      2008
£m 2007
£m 2006
£m
Rates related business
   4,682 4,162 2,866
Credit related business
   (3,422 ) (403 ) 766
Net trading in come
   1,260 3,759 3,632
Net gain from disposal of available for sale assets
   212 560 307
Dividend income
   196 26 15
Net gain from financial instruments designated at fair value
   33 293 447
Other investment income
   239 337 193
Net investment in come
   680 1,216 962
Principal transactions
   1,940 4,975 4,594

Net trading income includes the profits and losses arising both on the purchase and sale of trading instruments and from the revaluation to fair value, together with the interest income earned from these instruments and the related funding cost.
   2009
£m
   2008
£m    2007
£m
Net trading income
   6,994    1,270    3,754
Net gain from disposal of available for sale assets
   576    212    560
Dividend income
   6    196    26
Net (loss)/gain from financial instruments designated at fair value
   (208 ) 33    293
Other investment (losses)/income
   (91 ) 239    337
Net investment income
   283    680    1,216
Principal transactions
   7,277    1,950    4,970

Of the total net trading income, a £2,096m net loss (2007: £116m loss, 2006: £1,427m gain) was made on the purchase and sale of securities and the revaluation of both securities and derivatives. This included a £1,272m gain (2007: £640m gain, 2006: £480m gain) that was earned in foreign exchange dealings.

The net loss on financial assets designated at fair value included within principal transactions was £6,602m (2007: £78m gain, 2006: £489m gain) of which losses of £6,635m (2007: £215m loss, 2006: £42m gain) were included in net trading income and gains of £33m (2007: £293m, 2006: £447m) were included in net investment income.

~~290~~

~~Barclays~~

~~Annual Report 2008~~

291

LOGO

~~c Principal transactions~~~~(continued)~~

The net gain on financial liabilities designated at fair value included within principal transactions was £3,328m (2007: £231m loss, 2006: £920m loss), all of which was included within net trading income.

~~Net trading income includes the net gain from widening of credit spreads relating to Barclays Capital issued notes held at fair value was £1,663m (2007: £658m, 2006: £nil).~~

d Administration and general expenses


	2008 £m		2007 £m		2006 £m		2009 £m		2008 £m		2007 £m
Administrative expenses	5,149		3,978		3,980		4,886		4,787		3,691
Impairment charges/(releases):
– property and equipment (Note 23)	33		2		14		34		33		2
– intangible assets (Note 22)	(3	)	14		7		27		(3	)	14
– goodwill (Note 21)	111		–		–		1		112		–
Operating lease rentals	520		414		345		639		520		414
Gain on property disposals	(148	)	(267	)	(432	)	(29	)	(148	)	(267	)
Administration and general expenses	5,662		4,141		3,914		5,558		5,301		3,854

Auditors’ remuneration


	2008					2009
	Audit £m	Audit related £m	Taxation services £m	Other services £m	Total £m	Audit £m	Audit related £m	Taxation services £m	Other services £m	Total £m
Audit of the Group’s annual accounts	12	–	–	–	12	12	–	–	–	12
Other services:
Fees payable for the audit of the Bank’s associates pursuant to legislation	20	–	–	–	20	23	–	–	–	23
Other services supplied pursuant to such legislation	–	2	–	–	2	–	2	–	–	2
Other services relating to taxation	–	–	10	–	10	–	–	7	–	7
Services relating to corporate finance transactions entered into or proposed to be entered into by or on behalf of the Bank or any of its associates	–	–	–	3	3	–	–	–	3	3
Other	–	4	–	1	5	–	4	–	1	5
Total auditors’ remuneration	32	6	10	4	52	35	6	7	4	52

	2007					2008
	Audit £m	Audit related £m	Taxation services £m	Other services £m	Total £m	Audit £m	Audit related £m	Taxation services £m	Other services £m	Total £m
Audit of the Group’s annual accounts	7	–	–	–	7	12	–	–	–	12
Other services:
Fees payable for the audit of the Bank’s associates pursuant to legislation	12	–	–	–	12	19	–	–	–	19
Other services supplied pursuant to such legislation	6	2	–	–	8	–	2	–	–	2
Other services relating to taxation	–	–	8	–	8	–	–	9	–	9
Services relating to corporate finance transactions entered into or proposed to be entered into by or on behalf of the Bank or any of its associates	–	–	–	5	5	–	–	–	2	2
Other	–	2	–	2	4	–	4	–	1	5
Total auditors’ remuneration	25	4	8	7	44	31	6	9	3	49

	2006					2007
	Audit £m	Audit related £m	Taxation services £m	Other services £m	Total £m	Audit £m	Audit related £m	Taxation services £m	Other services £m	Total £m
Audit of the Group’s annual accounts	7	–	–	–	7	7	–	–	–	7
Other services:
Fees payable for the audit of the Bank’s associates pursuant to legislation	11	–	–	–	11	11	–	–	–	11
Other services supplied pursuant to such legislation	10	1	–	–	11	6	2	–	–	8
Other services relating to taxation	–	–	6	–	6	–	–	3	–	3
Services relating to corporate finance transactions entered into or proposed to be entered into by or on behalf of the Bank or any of its associates	–	–	–	4	4	–	–	–	5	5
Other	–	4	–	1	5	–	1	–	1	2
Total auditors’ remuneration	28	5	6	5	44	24	3	3	6	36

The figures shown in the above ~~table~~tables relate to fees paid to PricewaterhouseCoopers LLP and its ~~associates.~~associates for continuing operations of business. Fees paid to other auditors not associated with PricewaterhouseCoopers LLP in respect of the audit of the Bank’s subsidiaries were £3m ~~(2007: £2m, 2006:~~(2008: £3m, 2007: £2m).

292

~~Barclays~~

~~Annual Report 2008~~

~~291~~

Barclays Bank PLC data

Notes to the accounts

continued

d Administration and general expenses~~(continued)~~continued

Fees payable for the audit of the Bank’s associates pursuant to legislation comprise the fees for the statutory audit of the subsidiaries and associated pension schemes both inside and outside Great Britain and fees for the work performed by the associates of PricewaterhouseCoopers LLP in respect of the consolidated financial statements of the Bank. The fees relating to the audit of the associated pension schemes were £0.5m (2008: £0.2m, ~~(2007: £0.3m, 2006:~~2007: £0.3m).

Other services supplied pursuant to such legislation comprise services in relation to statutory and regulatory filings. These includes audit services for the review of the interim financial information under the Listing Rules of the UK listing authority and fees paid for reporting under Section 404 of the US Sarbanes-Oxley Act (Section 404). In 2008 and 2009 fees paid for reporting under Section 404 are not separately identifiable from the fees of the audit of the Bank’s annual accounts and the Bank’s associates. Fees for the audit of Barclays Bank PLC Group accounts are not separately identifiable from Barclays PLC, therefore there is no difference in the amounts reported in both Annual Reports. ~~In addition, other~~

Other services ~~include Section 404 advisory, reporting accountant work for capital raising, securitisations and services relating~~related to ~~acquisition activities.~~

~~Taxation services~~taxation include compliance services such as tax return preparation and advisory services such as consultation on tax matters, tax advice relating to transactions and other tax planning and advice.

Services relating to corporate finance transactions comprise due diligence related to transactions and other work in connection with such transactions.

Excluded from the total auditors’ remuneration above are fees paid to PricewaterhouseCoopers LLP and associates relating to BGI (discontinued operations) of £4m (2008: £3m, 2007: £8m).

e Tax

The charge for tax is based upon the UK corporation tax rate of 28% (2008: 28.5% ~~(2007: 30%~~, ~~2006:~~2007: 30%) and comprises:

      2008
£m 2007
£m 2006
£m
Current tax charge/(credit)

Current year
   1,559 2,385 1,929
Adjustment for prior years
   97 (11 ) 8
   1,656 2,374 1,937
Deferred tax (credit)/charge

Current year
   (597 ) (367 ) (16 )
Adjustment for prior years
   (273 ) (26 ) 20
   (870 ) (393 ) 4
Total charge
   786 1,981 1,941

The effective tax rate for the years 2008, 2007 and 2006 is lower than the standard rate of corporation tax in the UK of 28.5% (2007: 30%, 2006: 30%). The differences are set out below:


      2008
£m 2007
£m 2006
£m
Profit before tax
   6,035 7,107 7,197
Tax charge at standard UK corporation tax rate of 28.5% (2007: 30%, 2006: 30%)
   1,720 2,132 2,159
Adjustment for prior years
   (176 ) (37 ) 24
Differing overseas tax rates
   215 (77 ) (17 )
Non-taxable gains and income (including amounts offset by unrecognised tax losses)
   (833 ) (136 ) (393 )
Share-based payments
   229 72 27
Deferred tax assets not previously recognised
   (514 ) (158 ) (4 )
Change in tax rates
   (1 ) 24 4
Other non-allowable expenses
   146 161 141
Overall tax charge
   786 1,981 1,941
Effective tax rate
   13 % 28 % 27 %


	2009 £m		2008 £m		2007 £m
Current tax charge/(credit)
Current year	1,235		1,197		2,013
Adjustment for prior years	(131	)	98		10
	1,104		1,295		2,023
Deferred tax (credit)/charge
Current year	45		(577	)	(297	)
Adjustment for prior years	(102	)	(269	)	(27	)
	(57	)	(846	)	(324	)
Total charge	1,047		449		1,699

The effective tax rate for the years 2009, 2008 and 2007 is lower than the standard rate of corporation tax in the UK of 28% (2008: 28.5%, 2007: 30%). The differences are set out below:


	2009 £m		2008 £m		2007 £m
Profit before tax	4,560		5,094		6,254
Tax charge at standard UK corporation tax rate of 28% (2008: 28.5%, 2007: 30%)	1,277		1,452		1,876
Adjustment for prior years	(233	)	(171	)	(17	)
Differing overseas tax rates	(27	)	175		(82	)
Non-taxable gains and income (including amounts offset by unrecognised tax losses)	(119	)	(851	)	(145	)
Share-based payments	(38	)	201		71
Deferred tax assets not recognised/(previously not recognised)	27		(504	)	(159	)
Change in tax rates	(12	)	(1	)	24
Other non-allowable expenses	172		148		131
Overall tax charge	1,047		449		1,699
Effective tax rate	23%		9%		27%

The effective tax rate for ~~2008,~~2009, based on profit before tax on continuing operations was ~~13% (2007: 28%~~23.0% (2008: 8.8%). The effective tax rate differs from the ~~2007 effective rate and the~~ UK ~~corporation~~ tax rate of 28% (2008: 28.5% ~~principally due~~) because of non-taxable gains and income, different tax rates applied to taxable profits and losses outside the UK, disallowed expenditure and adjustments in respect of prior years. The low effective tax rate of 8.8% on continuing operations in 2008 mainly resulted from the Lehman Brothers North American ~~businesses~~business acquisition. Under IFRS the gain on acquisition of £2,262m is calculated net of deferred tax liabilities included in the acquisition balance sheet and is thus not subject to further tax in calculating the tax charge for the year. Furthermore, Barclays has tax losses previously unrecognised as a deferred tax asset but capable of sheltering part of this deferred tax liability. This gives rise to a tax benefit of £492m which, in accordance with IAS 12, is included as a credit within the tax charge for the year. The effective rate has been adversely impacted by the effect of the fall in the Barclays share price on the deferred tax asset recognised on share awards. In common with prior years there have been offsetting adjustments relating to different overseas tax rates, disallowable expenditure and non taxable gains and income.

~~292~~

~~Barclays~~

~~Annual Report 2008~~

293

f Other income

2008
£m

2007
£m

2006
£m

(Decrease)/increase in fair value of assets held in respect of linked liabilities to customers under investment contracts
   (10,422 ) 5,592 7,417
Decrease/(increase) in liabilities to customers under investment contracts
   10,422 (5,592 ) (7,417 )
Property rentals
   73 53 55
Other income
   381 171 202
Other income
   454 224 257

~~Included in other income are sub-lease rentals of £18m (2007: £18m, 2006: £18m), and in 2008 only is a £47m gain from the Visa IPO.~~


	2009 £m		2008 £m		2007 £m
Increase/(decrease) in fair value of assets held in respect of linked liabilities to customers under investment contracts	102		(1,219	)	23
(Increase)/decrease in liabilities to customers under investment contracts	(102	)	1,219		(23	)
Property rentals	64		73		53
Gain on debt buy backs and extinguishments	1,255		24		–
Other income	70		347		169
Other income	1,389		444		222

g Trading portfolio assets

2008
£m

2007
£m

Trading portfolio assets

Treasury and other eligible bills
   4,544 2,094
Debt securities
   148,686 152,778
Equity securities
   30,544 36,342
Traded loans
   1,070 1,780
Commodities
   802 732
Trading portfolio assets
   185,646 193,726

h Available for sale financial investments



2008
£m
2007
£m
Debt securities
   58,831 38,673
Treasury bills and other eligible bills
   4,003 2,723
Equity securities
   2,182 1,860
Available for sale financial investments
   65,016 43,256

Movement in available for sale financial investments

      2008
£m 2007
£m
At beginning of year
   43,256 51,952
Exchange and other adjustments
   14,275 1,499
Acquisitions and transfers
   59,703 26,950
Disposals (through sale and redemption)
   (50,629 ) (37,498 )
(Losses)/gains from changes in fair value recognised in equity
   (1,190 ) 391
Impairment
   (382 ) (13 )
Amortisation of discounts/premium
   (17 ) (25 )
At end of year
   65,016 43,256
i Other assets


      2008
£m 2007
£m
Sundry debtors
   4,814 4,045
Prepayments
   882 551
Accrued income
   483 400
Reinsurance assets
   123 157
Other assets
   6,302 5,153

Included in the above Group balances are £4,704m (2007: £4,541m) expected to be recovered within no more than 12 months after the balance sheet date; and balances of £1,598m (2007: £612m) expected to be recovered more than 12 months after the balance sheet date.
      2009
£m 2008
£m
Trading portfolio assets

Treasury and other eligible bills
   9,926    4,544
Debt securities
   116,594    148,686
Equity securities
   19,653    30,544
Traded loans
   2,962    1,070
Commodities
   2,260    802
Trading portfolio assets
   151,395    185,646

h Available for sale financial investments

      2009
£m 2008
£m
Debt securities
   43,888    58,831
Treasury bills and other eligible bills
   5,919    4,003
Equity securities
   6,844    2,182
Available for sale financial investments
   56,651    65,016

Movement in available for sale financial investments

      2009
£m 2008
£m
At beginning of year
   65,016    43,256
Exchange and other adjustments
   (4,439 ) 14,275
Acquisitions and transfers
   83,915    59,703
Disposals (through sale and redemption)
   (88,999 ) (50,629 )
Gains/(losses) from changes in fair value recognised in equity
   1,889    (1,190 )
Impairment charge
   (670 ) (382 )
Amortisation charge
   (6 ) (17 )
Business disposals/discontinued operations
   (55 ) –
At end of year
   56,651    65,016

~~Other assets include £3,096m (2007: £3,966m) of receivables which meet the definition of financial assets.~~

294

~~Barclays~~

~~Annual Report 2008~~

~~293~~

Barclays Bank PLC data

Notes to the accounts

~~j Other liabilities~~continued

      2008
£m    2007
£m
Accruals and deferred income
   6,495    6,075
Sundry creditors
   6,049    4,356
Obligations under finance leases
   96    83
Other liabilities
   12,640    10,514

Included in the above are balances of £11,068m (2007: £9,058m) expected to be settled within no more than 12 months after the balance sheet date; and balances of £1,572m (2007: £1,456m) expected to be settled more than 12 months after the balance sheet date.

Accruals and deferred income included £nil (2007: £102m) in relation to deferred income from investment contracts and £nil (2007: £677m) in relation to deferred income from insurance contracts for the Group.

ki Called up share capital

Ordinary Shares

The authorised ordinary share capital of ~~the~~Barclays Bank PLC, as at 31st December ~~2008,~~2009, was 3,000 million ~~(2007: 3,000 million)~~ ordinary shares of £1 ~~each.~~

each (2008: 3,000 million). During the year ~~the Bank issued 1~~4 million ordinary shares were issued for cash consideration of ~~£17m.~~£25m.

Preference Shares

The authorised preference share capital of Barclays Bank PLC, as at 31st December ~~2008,~~2009, was 1,000 Preference Shares ~~(2007:~~of £1 each (2008: 1,000) ~~of £1;~~; 400,000 Preference Shares of€~~100~~ ¤100 each ~~(2007:~~(2008: 400,000); 400,000 Preference Shares of £100 each ~~(2007:~~(2008: 400,000); 400,000 Preference Shares of US$100 each ~~(2007:~~(2008: 400,000); 300 million Preference Shares of US$0.25 each ~~(2007: 150~~(2008: 300 million).

The issued preference share capital of Barclays Bank PLC, as at 31st December ~~2008,~~2009, comprised 1,000 ~~(2007: 1,000)~~ Sterling Preference Shares of £1 ~~each;~~each (2008: 1,000); 240,000 ~~(2007: 240,000)~~ Euro Preference Shares of€~~100 each;~~ ¤100 each (2008: 240,000); 75,000 ~~(2007: 75,000)~~ Sterling Preference Shares of £100 ~~each;~~each (2008: 75,000); 100,000 ~~(2007: 100,000)~~ US Dollar Preference Shares of US$100 ~~each;~~each (2008: 100,000); 237 million ~~(2007: 131 million)~~ US Dollar Preference Shares of US$0.25 ~~each.~~each (2008: 237 million).

2008
£m

2007
£m
Called up share capital, allotted and fully paid

At beginning of year
   2,336    2,329
Issued for cash
   2    7
At end of year
   2,338    2,336
Called up preference share capital, allotted and fully paid

At beginning of year
   46    34
Issued for cash
   14    12
At end of year
   60    46
Called up share capital
   2,398    2,382

Share premium

      2008
£m    2007
£m
At beginning of year
   10,751    9,452
Ordinary shares issued for cash
   15    104
Preference shares issued for cash
   1,294    1,195
At end of year
   12,060    10,751

~~294~~

~~Barclays~~

~~Annual Report 2008~~

~~k Called up share capital~~~~(continued)~~


	2009 £m	2008 £m
Called up share capital, allotted and fully paid
At beginning of year	2,338	2,336
Issued for cash	4	2
At end of year	2,342	2,338
Called up preference share capital, allotted and fully paid
At beginning of year	60	46
Issued for cash	–	14
At end of year	60	60
Called up share capital	2,402	2,398

Share premium
	2009 £m	2008 £m
At beginning of year	12,060	10,751
Ordinary shares issued for cash	21	15
Preference shares issued for cash	–	1,294
Preference shares – other movement	11	–
At end of year	12,092	12,060

Sterling £1 Preference Shares

1,000 Sterling cumulative callable preference shares of £1 each (the ~~‘£1~~£1 Preference ~~Shares’)~~Shares) were issued on 31st December 2004 at nil premium.

The £1 Preference Shares entitle the holders thereof to receive Sterling cumulative cash dividends out of distributable profits of Barclays Bank PLC, semi-annually at a rate reset semi-annually equal to the Sterling interbank offered rate for six-month sterling deposits.

Barclays Bank PLC shall be obliged to pay such dividends if: (1) it has profits available for the purpose of distribution under the Companies Act ~~1985~~2006 as at each dividend payment date; and (2) it is solvent on the relevant dividend payment date, provided that a capital regulations condition is satisfied on such dividend payment date. The dividends shall not be due and payable on the relevant dividend payment date except to the extent that Barclays Bank PLC could make such payment and still be solvent immediately thereafter. Barclays Bank PLC shall be considered solvent on any date if: (1) it is able to pay its debts to senior creditors as they fall due; and (2) its auditors have reported within the previous six months that its assets exceed its liabilities. If Barclays Bank PLC shall not pay, or shall pay only in part, a dividend for a period of seven days or more after the due date for payment, the holders of the £1 Preference Shares may institute proceedings for the winding-up of Barclays Bank PLC. No remedy against Barclays Bank PLC shall be available to the holder of any £1 Preference Shares for the recovery of amounts owing in respect of £1 Preference Shares other than the institution of proceedings for the winding-up of Barclays Bank PLC and/or proving in such winding-up. On a winding-up or other return of capital (other than a redemption or purchase by Barclays Bank PLC of any of its issued shares, or a reduction of share capital, permitted by the Articles of Barclays Bank PLC and under applicable law), the assets of Barclays Bank PLC available to shareholders shall be applied in priority to any payment to the holders of ordinary shares and any other class of shares in the capital of Barclays Bank PLC then in issue ranking junior to the £1 Preference Shares on such a return of capital and pari passu on such a return of capital with the holders of any other class of shares in the capital of Barclays Bank PLC then in issue (other than any class of shares in the capital of Barclays Bank PLC then in issue ranking in priority to the £1 Preference Shares on a winding-up or other such return of capital), in payment to the holders of the £1 Preference Shares of a sum equal to the aggregate of: (1) an amount equal to the dividends accrued thereon for the then current dividend period (and any accumulated arrears thereof) to the date of the commencement of the winding-up or other such return of capital; and (2) an amount equal to £1 per £1 Preference Share. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of the £1 Preference Shares ~~will~~wil have no right or claim to any of the remaining assets of Barclays Bank PLC and will not be entitled to any further participation in such return of capital. The £1 Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only, subject to the Companies Act ~~1985~~2006 and its Articles. Holders of the £1 Preference Shares are not entitled to receive notice of, or to attend, or vote at, any general meeting of Barclays Bank PLC.


				295

LOGO

i Called up share capitalcontinued

Euro Preference Shares

100,000 Euro 4.875% non-cumulative callable preference shares of€100 each (the ~~‘4.875%~~4.875% Preference ~~Shares’)~~Shares) were issued on 8th December 2004 for a consideration of€993.6m (£688.4m), of which the nominal value was€10m and the balance was share premium. The 4.875% Preference Shares entitle the holders thereof to receive Euro non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, annually at a fixed rate of 4.875% per annum on the amount of€10,000 per preference share until 15th December 2014, and thereafter quarterly at a rate reset quarterly equal to 1.05% per annum above the Euro interbank offered rate for three-month Euro deposits.

The 4.875% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only, on 15th December 2014, and on each dividend payment date thereafter at€10,000 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

140,000 Euro 4.75% non-cumulative callable preference shares of€100 each (the ~~‘4.75%~~4.75% Preference ~~Shares’)~~Shares) were issued on 15th March 2005 for a consideration of€1,383.3m (£966.7m), of which the nominal value was€14m and the balance was share premium. The 4.75% Preference Shares entitle the holders thereof to receive Euro non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, annually at a fixed rate of 4.75% per annum on the amount of€~~10,000~~ ¤10,000 per preference share until 15th March 2020, and thereafter quarterly at a rate reset quarterly equal to 0.71% per annum above the Euro interbank offered rate for three-month Euro deposits.

The 4.75% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only, on 15th March 2020, and on each dividend payment date thereafter at€10,000 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

Sterling Preference Shares

75,000 Sterling 6.0% non-cumulative callable preference shares of £100 each (the ~~‘6.0%~~6.0% Preference ~~Shares’)~~Shares) were issued on 22nd June 2005 for a consideration of ~~£732.6m,~~£743.7m, of which the nominal value was £7.5m and the balance was share premium. The 6.0% Preference Shares entitle the holders thereof to receive Sterling non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, annually at a fixed rate of 6.0% per annum on the amount of £10,000 per preference share until 15th December 2017, and thereafter quarterly at a rate reset quarterly equal to 1.42% per annum above the London interbank offered rate for three-month Sterling deposits.

The 6.0% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only, on 15th December 2017, and on each dividend payment date thereafter at £10,000 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

US Dollar Preference Shares

100,000 US Dollar 6.278% non-cumulative callable preference shares of US$100 each (the ~~‘6.278%~~6.278% Preference ~~Shares’)~~Shares), represented by 100,000 American Depositary Shares, Series 1, were issued on 8th June 2005 for a consideration of US$995.4m (£548.1m), of which the nominal value was US$10m and the balance was share premium. The 6.278% Preference Shares entitle the holders thereof to receive US Dollar non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, semi-annually at a fixed rate of 6.278% per annum on the amount of US$10,000 per preference share until 15th December 2034, and thereafter quarterly at a rate reset quarterly equal to 1.55% per annum above the London interbank offered rate for three-month US Dollar deposits.

The 6.278% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only, on 15th December 2034, and on each dividend payment date thereafter at US$10,000 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

30 million US Dollar 6.625% non-cumulative callable preference shares of US$0.25 each (the ~~‘6.625%~~6.625% Preference ~~Shares’)~~Shares), represented by 30 million American Depositary Shares, Series 2, were issued on 25th and 28th April 2006 for a consideration of US$727m (£406m), of which the nominal value was US$7.5m and the balance was share premium. The 6.625% Preference Shares entitle the holders thereof to receive US Dollar non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, quarterly at a fixed rate of 6.625% per annum on the amount of US$25 per preference share.

~~Barclays~~

~~Annual Report 2008~~

~~295~~

~~Barclays Bank PLC data~~

~~Notes to the accounts~~

~~k Called up share capital~~~~(continued)~~

The 6.625% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only, on 15th September 2011, and on each dividend payment date thereafter at US$25 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

55 million US Dollar 7.1% non-cumulative callable preference shares of US$0.25 each (the ~~‘7.1%~~7.1% Preference ~~Shares’)~~Shares), represented by 55 million American Depositary Shares, Series 3, were issued on 13th September 2007 for a consideration of US$1,335m (£657m), of which the nominal value was US$13.75m and the balance was share premium. The 7.1% Preference Shares entitle the holders thereof to receive US Dollar non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, quarterly at a fixed rate of 7.1% per annum on the amount of US$25 per preference share.

The 7.1% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole or in part, on 15th December 2012, and on each dividend payment date thereafter at US$25 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

46 million US Dollar 7.75% non-cumulative callable preference shares of US$0.25 each (the ~~‘7.75%~~7.75% Preference ~~Shares’)~~Shares), represented by 46 million American Depositary Shares, Series 4, were issued on 7th December 2007 for a consideration of US$1,116m (£550m), of which the nominal value was US$11.5m and the balance was share premium. The 7.75% Preference Shares entitle the holders thereof to receive US Dollar non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, quarterly at a fixed rate of 7.75% per annum on the amount of US$25 per preference share.


296

Barclays Bank PLC data

Notes to the accounts

continued

i Called up share capitalcontinued

The 7.75% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole or in part, on 15th December 2013, and on each dividend payment date thereafter at US$25 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

106 million US Dollar 8.125% non-cumulative callable preference shares of US$0.25 each (the ~~‘8.125%~~8.125% Preference ~~Shares’)~~Shares), represented by 106 million American Depositary Shares, Series 5, were issued on 11th April 2008 and 25th April 2008 for a total consideration of US$2,650m (£1,345m), of which the nominal value was US$26.5m and the balance was share premium. The 8.125% Preference Shares entitle the holders thereof to receive US Dollar non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, quarterly at a fixed rate of 8.125% per annum on the amount of US$25 per preference share.

The 8.125% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole or in part, on 15th June 2013, and on each dividend payment date thereafter at US$25 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

No redemption or purchase of any 4.875% Preference Shares, the 4.75% Preference Shares, the 6.0% Preference Shares, the 6.278% Preference Shares, the 6.625% Preference Shares, the 7.1% Preference Shares, the 7.75% Preference Shares and the 8.125% Preference Shares (together, the ~~‘Preference Shares’)~~Preference Shares) may be made by Barclays Bank PLC without the prior notification to the UK FSA and any such redemption will be subject to the Companies Act ~~1985~~2006 and the Articles of Barclays Bank PLC.

On a winding-up of Barclays Bank PLC or other return of capital (other than a redemption or purchase of shares of Barclays Bank PLC, or a reduction of share capital), a holder of Preference Shares will rank in the application of assets of Barclays Bank PLC available to shareholders: (1) junior to the holder of any shares of Barclays Bank PLC in issue ranking in priority to the Preference Shares; (2) equally in all respects with holders of other preference shares and any other shares of Barclays Bank PLC in issue ranking pari passu with the Preference Shares; and (3) in priority to the holders of ordinary shares and any other shares of Barclays Bank PLC in issue ranking junior to the Preference Shares.

The holders of the £400m 6% Callable Perpetual Core Tier One Notes and the US$1,000m 6.86% Callable Perpetual Core Tier One Notes of Barclays Bank PLC (together, the ~~‘TONs’)~~TONs) and the holders of the US$1,250m 8.55% Step-up Callable Perpetual Reserve Capital Instruments, the US$750m 7.375% Step-up Callable Perpetual Reserve Capital Instruments, the€~~850m~~ ¤850m 7.50% Step-up Callable Perpetual Reserve Capital Instruments, the £500m 5.3304% Step-up Callable Perpetual Reserve Capital Instruments, the US$1,350m 5.926% Step-up Callable Perpetual Reserve Capital Instruments, the £500m 6.3688% Step-up Callable Perpetual Reserve Capital Instruments, the US$1,250m 7.434% Step-up Callable Perpetual Reserve Capital Instruments and the £3,000m 14% Step-up Callable Perpetual Reserve Capital Instruments of Barclays Bank PLC (together, the ~~‘RCIs’)~~RCIs) would, for the purposes only of calculating the amounts payable in respect of such securities on a winding-up of Barclays Bank PLC, subject to limited exceptions and to the extent that the TONs and the RCIs are then in issue, rank pari passu with the holders of the most senior class or classes of preference shares then in issue in the capital of Barclays Bank PLC. Accordingly, the holders of the preference shares would rank equally with the holders of such TONs and RCIs on such a winding-up of Barclays Bank PLC (unless one or more classes of shares of Barclays Bank PLC ranking in priority to the preference shares are in issue at the time of such winding-up, in which event the holders of such TONs and RCIs would rank equally with the holders of such shares and in priority to the holders of the preference shares).

Subject to such ranking, in such event, holders of the preference shares will be entitled to receive out of assets of Barclays Bank PLC available for distributions to shareholders, liquidating distributions in the amount of€~~10,000~~ ¤10,000 per 4.875% Preference Share,€~~10,000~~ ¤10,000 per 4.75% Preference Share, £10,000 per 6.0% Preference Share, US$10,000 per 6.278% Preference Share, US$25 per 6.625% Preference Share, US$25 per 7.1% Preference Share, US$25 per 7.75% Preference Share and US$0.25 per 8.125% Preference Share, plus, in each case, an amount equal to the accrued dividend for the then current dividend period to the date of the commencement of the winding-up or other such return of capital. If a dividend is not paid in full on any preference shares on any dividend payment date, then a dividend restriction shall apply.

This dividend restriction will mean that neither Barclays Bank PLC nor Barclays PLC may (a) declare or pay a dividend (other than payment by Barclays PLC of a final dividend declared by its shareholders prior to the relevant dividend payment date, or a dividend paid by Barclays Bank PLC to Barclays PLC or to a wholly owned subsidiary) on any of their respective ordinary shares, other preference shares or other share capital or (b) redeem, purchase, reduce or otherwise acquire any of their respective share capital, other than shares of Barclays Bank PLC held by Barclays PLC or a wholly owned subsidiary, until the earlier of: (1) the date on which Barclays Bank PLC next declares and pays in full a preference dividend; and (2) the date on or by which all the preference shares are redeemed in full or purchased by Barclays Bank PLC.

Holders of the preference shares are not entitled to receive notice of, or to attend, or vote at, any general meeting of Barclays Bank PLC. Barclays Bank PLC is not permitted to create a class of shares ranking as regards participation in the profits or assets of Barclays Bank PLC in priority to the preference shares, save with the sanction of a special resolution of a separate general meeting of the holders of the preference shares (requiring a majority of not less than three-fourths of the holders of the preference shares voting at the separate general meeting) or with the consent in writing of the holders of three-fourths of the preference shares.

Except as described above, the holders of the preference shares have no right to participate in the surplus assets of Barclays Bank PLC.

~~296~~

~~Barclays~~

~~Annual Report 2008~~

297

lj Reserves


Other reserves
	Available for sale reserve £m		Cash flow hedging reserve £m	Translation reserve £m		Total £m		Available for sale reserve £m		Cash flow hedging reserve £m		Translation reserve £m		Total £m
At 1st January 2008	111		26	(307	)	(170	)
Net (losses)/gains from changes in fair value	(1,752	)	252	–		(1,500	)
Net (gains)/losses transferred to net profit	(212	)	19	–		(193	)
At 1st January 2009								(1,249	)	132		2,840		1,723
Net gains from changes in fair value								1,506		287		–		1,793
Net gains transferred to net profit								(642	)	(92	)	–		(734	)
Currency translation differences	–		–	2,307		2,307		–		–		(1,223	)	(1,223	)
Losses transferred to net profit due to impairment	382		–	–		382
Net losses transferred to net profit due to impairment								670		–		–		670
Changes in insurance liabilities	17		–	–		17		(67	)	–		–		(67	)
Net gains transferred to net profit due to fair value hedging	(2	)	–	–		(2	)	(123	)	–		–		(123	)
Tax	207		(165)	840		882		(179)		(75)		(2)		(256)
At 31st December 2008	(1,249)		132	2,840		1,723
At 31st December 2009								(84)		252		1,615		1,783


Retained earnings

	Retained ~~Retained~~ earnings £m
At 1st January ~~2008~~2009	~~14,222~~22,457
Profit attributable to equity holders	~~4,846~~9,993
Equity-settled share schemes	~~463~~298
Tax on equity-settled shares schemes	(4156	)
Other taxes	~~(52~~32	)
~~Vesting of Barclays PLC shares under share-based payment schemes~~	~~(437~~	)
~~Dividends paid~~	~~(1,160~~	)
~~Dividends on preference shares and other shareholders’ equity~~	~~(502~~	)
~~Capital injection from Barclays PLC~~	~~5,137~~
~~Other movements~~	~~(56)~~
~~At 31st December 2008~~	~~22,457~~
~~At 1st January 2007~~	~~11,556~~
~~Profit attributable to equity holders~~	~~4,749~~
~~Equity-settled share schemes~~	~~567~~
~~Tax on equity-settled shares schemes~~	28
Vesting of Barclays PLC shares under share-based payment schemes	(~~524~~80	)
Dividends paid	(103	)
Dividends on preference shares and other shareholders’ equity	(599	)
Capital injection from Barclays PLC	4,850
Other movements	85
At 31st December 2009	37,089
At 1st January 2008	14,222
Profit attributable to equity holders	4,846
Equity-settled share schemes	463
Tax on equity-settled shares schemes	(4	)
Other taxes	(52	)
Vesting of Barclays PLC shares under share-based payment schemes	(437	)
Dividends paid	(~~3,287~~1,160	)
Dividends on preference shares and other shareholders’ equity	(~~345~~502	)
Capital injection from Barclays PLC	~~1,434~~5,137
Other movements	44(56	)
At 31st December ~~2007~~2008	~~14,222~~22,457

Transfers from the cash flow hedging reserve to the income statement were: interest income ~~£4m~~£22m loss ~~(2007: £93m~~(2008: £4m loss), interest expense £272m gain (2008: £74m ~~loss (2007: £11m gain)~~loss), net trading income £165m loss (2008: £119m ~~gain (2007: £100m loss)~~gain) and administration and general expenses of £7m gain (2008: £60m ~~loss (2007: £16m~~ loss).

mk Other shareholders’ equity


	2008 £m	2007 £m	2009 £m	2008 £m
At 1st January	2,687	2,534	2,564	2,687
Appropriations	23	8	–	23
Tax credits			47	44
Other movements	(146)	145	(52)	(190)
At 31st December	2,564	2,687	2,559	2,564

Included in other shareholders’ equity are:

Issuances of reserve capital instruments which bear a fixed rate of interest ranging between 7.375%-8.55% until 2010 or 2011. After these dates, in the event that the reserve capital instruments are not redeemed, they will bear interest at rates fixed periodically in advance, based on London or European interbank rates. These instruments are repayable, at the option of the Bank, in whole on any coupon payment date falling in or after June or December 2010 or 2011. The Bank may elect to defer any payment of interest on the reserve capital instruments for any period of time. Whilst such deferral is continuing, neither the Bank nor Barclays PLC may declare or pay a dividend, subject to certain exceptions, on any of its ordinary shares or preference shares.

Issuance of capital notes which bear interest at rates fixed periodically in advance, based on London interbank rates. These notes are repayable in each case, at the option of the Bank, in whole on any interest payment date. The Bank is not obliged to make a payment of interest on its capital notes if, in the preceding six months, a dividend has not been declared or paid on any class of shares of Barclays PLC.

298

~~Barclays~~

~~Annual Report 2008~~

~~297~~

Barclays Bank PLC data

Notes to the accounts

continued

~~n Minority~~l Non-controlling interests


	2008 £m		2007 £m		2009 £m		2008 £m
At beginning of year	1,949		1,685		2,372		1,949
Share of profit after tax	403		377		296		403
Dividend and other payments	(134	)	(131	)	(132	)	(134	)
Equity issued by subsidiaries	4		137		–		4
Available for sale reserve: net (loss)/gain from changes in fair value	(1	)	1		(12	)	(1	)
Cash flow hedges: net gain/(loss) from changes in fair value	76		(16	)
Cash flow hedges: net (loss)/gain from changes in fair value					(19	)	76
Currency translation differences	59		16		285		59
Additions	–		27		9		–
Disposals	(11	)	(111	)	(91	)	(11	)
Other	27		(36	)	66		27
At end of year	2,372		1,949		2,774		2,372

om Dividends


	2008 £m	2007 £m	2009 £m	2008 £m
On ordinary shares
Final dividend	1,030	791	–	1,030
Interim dividends	130	2,496	103	130
Dividends	1,160	3,287	103	1,160

These dividends are paid to enable Barclays PLC to fund its dividends to its ~~shareholders and in 2007, to fund the repurchase by Barclays PLC of ordinary share capital.~~shareholders.

Dividends paid on preference shares amounted to ~~£390m (2007: £193m)~~£477m (2008: £390m). Dividends paid on other equity instruments as detailed in Note mk amounted to ~~£112m (2007: £152m)~~£122m (2008: £112m).

pn Financial risks

The only significant financial instruments that are held by Barclays Bank PLC and not Barclays PLC are investments in Barclays PLC ordinary shares, dealt with as trading portfolio equity assets, debt securities and available for sale financial investments as appropriate.

There consequently are no significant differences in exposures to market risk, credit risk, liquidity risk and the fair value of financial instruments between Barclays PLC and Barclays Bank PLC, and no differences in the manner in which these financial risks are managed. Therefore the disclosures regarding financial risks appearing in Notes 46 to 49 are in all material respects the same for Barclays Bank PLC and Barclays PLC.

qo Capital

The Barclays Bank PLC Group’s policies and objectives for managing capital are the same as those for the Barclays PLC Group, disclosed in Note 52.

The table below provides details of the Barclays Bank PLC Group at 31st December ~~2008~~2009 and ~~2007.~~2008.


	2008 Basel II £m		2007 Basel I £m		2009 Basel II £m		2008 Basel II £m
Total qualifying Tier 1 capital	37,101		26,534		49,722		37,101
Total qualifying Tier 2 capital	22,356		17,123		14,620		22,356
Total deductions	(964	)	(1,889	)	(880	)	(964	)
Total net capital resources	58,493		41,768		63,462		58,493

rp Segmental reporting

Segmental reporting by Barclays Bank PLC is the same as that presented in Note 53 to the Barclays PLC financial statements, except for:

–

the difference in profit before tax of ~~£42m (2007: £31m)~~£26m (2008: £42m) between Barclays PLC and Barclays Bank PLC is included in Head office functions and other ~~operations.~~operations; and

–

the difference in total assets of ~~£49m (2007: £222m)~~£219m (2008: £49m) is represented by holdings of Barclays PLC shares held by the businesses.

~~298~~

~~Barclays~~

~~Annual Report 2008~~

299

LOGO

Barclays Bank PLC data

Financial ~~Data~~data

   IFRS
Selected financial statistics
2008
%

2007
%

2006
%

2005
%

2004^a
%

Attributable profit as a percentage of:

– average total assets
   0.3 0.4 0.4 0.4 0.5
– average shareholders’ equity
   13.8 16.3 20.2 17.4 21.3
Average shareholders’ equity as a percentage of average total assets

   2.0 2.2 2.2 2.2 2.4
Selected income statement data


£m

£m

£m

£m

£m

Interest income
   28,010 25,308 21,805 17,232 13,880
Interest expense
   (16,595 ) (15,707 ) (12,662 ) (9,157 ) (7,047 )
Non-interest income
   11,891 13,922 13,088 9,934 8,543
Operating expenses
   (14,362 ) (13,199 ) (12,674 ) (10,527 ) (8,536 )
Impairment charges
   (5,419 ) (2,795 ) (2,154 ) (1,571 ) (1,093 )
Share of post-tax results of associates and joint ventures
   14 42 46 45 56
Profit on disposal of subsidiaries, associates and joint ventures
   327 28 323 – 45
Gains on acquisitions
   2,406 – – – –
Profit before tax
   6,035 7,107 7,197 5,311 4,589
Attributable profit

   4,846 4,749 4,914 3,695 3,263
Selected balance sheet data


£m

£m

£m

£m

£m

Total shareholders’ equity
   43,574 31,821 27,106 24,243 16,849
Subordinated liabilities
   29,842 18,150 13,786 12,463 12,277
Deposits from banks, customer accounts and debt securities in issue
   603,869 506,623 447,453 417,139 412,358
Loans and advances to banks and customers
   509,522 385,518 313,226 300,001 343,041
Total assets

   2,053,029 1,227,583 996,503 924,170 538,300

~~Note~~

a	~~Does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~


					IFRS

Selected financial statistics	2009 %		2008 %		2007 %		2006 %		2005 %

Attributable profit from continuing operations as a percentage of:
– average total assets	0.2		0.3		0.4		0.4		0.4
– average shareholders’ equity	6.5		12.1		14.5		18.8		15.9
Average shareholders’ equity as a percentage of average total assets	2.9		2.0		2.2		2.2		2.2

Selected income statement data	£m		£m		£m		£m		£m

Continuing operations
Interest income	21,236		28,010		25,296		21,795		17,217
Interest expense	(9,567	)	(16,595	)	(15,707	)	(12,662	)	(9,157	)
Non-interest income	18,256		9,975		11,948		11,433		8,631
Operating expenses	(16,712	)	(13,387	)	(12,096	)	11,723		(9,748	)
Impairment charges	(8,071	)	(5,419	)	(2,795	)	(2,154	)	(1,571	)
Share of post-tax results of associates and joint ventures	34		14		42		46		45
Profit on disposal of subsidiaries, associates and joint ventures	188		327		28		323		–
Gains on acquisitions	26		2,406		–		–		–
Profit before tax from continuing operations	4,559		5,094		6,254		6,483		4,772
Profit for the year from discontinued operations, including gain on disposal	6,777		604		571		384		351
Profit attributable to equity holders of the Parent from:
Continuing operations	3,228		4,259		4,218		4,578		3,385
Discontinued operations	6,765		587		531		336		310

Selected balance sheet data	£m		£m		£m		£m		£m

Total shareholders’ equity	58,699		43,574		31,821		27,106		24,243
Subordinated liabilities	25,816		29,842		18,150		13,786		12,463
Deposits from banks, customer accounts and debt securities in issue	534,803		603,869		506,623		447,453		417,139
Loans and advances to banks and customers	461,359		509,522		385,518		313,226		300,001
Total assets	1,379,148		2,053,029		1,227,583		996,503		924,170

300

~~Barclays~~

~~Annual Report 2008~~

~~299~~

Barclays Bank PLC data

Financial ~~Data~~data

Ratio of earnings to fixed charges – Barclays Bank PLC


	2008		2007		2006		2005		2004^a		2009		2008		2007		2006		2005
	(in £m except for ratios)										(in £m except for ratios)

Ratio of earnings to fixed charges
IFRS/UK GAAP:
Fixed charges
Interest expense	38,235		37,903		30,385		20,965		14,464		20,962		38,197		37,903		30,385		20,965
Rental expense	240		161		137		126		93		256		235		158		135		124

Total fixed charges	38,475		38,064		30,522		21,091		14,557		21,218		38,432		38,061		30,520		21,089

Earnings
Income before taxes and minority interests	6,035		7,107		7,197		5,311		4,589
Income before taxes and non-controlling interests											4,559		5,094		6,254		6,483		4,772
Less: Unremitted pre-tax income of associated companies and joint ventures	(19	)	(45	)	(41	)	(28	)	(51	)	(43	)	(19	)	(45	)	(41	)	(28	)
	6,016		7,062		7,156		5,283		4,538		4,516		5,075		6,209		6,442		4,744
Fixed charges	38,475		38,064		30,522		21,091		14,557		21,218		38,432		38,061		30,520		21,089

Total earnings including fixed charges	44,491		45,126		37,678		26,374		19,095		25,734		43,507		44,270		36,962		25,833

Ratio of earnings to fixed charges	1.16		1.19		1.23		1.25		1.31		1.21		1.13		1.16		1.21		1.22

Ratio of earnings to fixed charges and preference shares – Barclays Bank PLC


	2008		2007		2006		2005		2004^a		2009		2008		2007		2006		2005
	(in £m except for ratios)										(in £m except for ratios)
Combined fixed charges, preference share dividends and similar appropriations
IFRS/UK GAAP:
Interest expense	38,235		37,903		30,385		20,965		14,464		20,962		38,197		37,903		30,385		20,965
Rental expense	240		161		137		126		93		256		235		158		135		124

Fixed charges	38,475		38,064		30,522		21,091		14,557		21,218		38,432		38,061		30,520		21,089
Preference share dividends and similar appropriations	583		345		395		304		3		646		583		345		395		304

Total fixed charges	39,058		38,409		30,917		21,395		14,560		21,864		39,015		38,406		30,915		21,393

Earnings
Income before taxes and minority interests	6,035		7,107		7,197		5,311		4,589
Income before taxes and non-controlling interests											4,559		5,094		6,254		6,483		4,772
Less: Unremitted pre-tax income of associated companies and joint ventures	(19	)	(45	)	(41	)	(28	)	(51	)	(43	)	(19	)	(45	)	(41	)	(28	)
	6,016		7,062		7,156		5,283		4,538		4,516		5,075		6,209		6,442		4,744
Fixed charges	39,058		38,409		30,917		21,091		14,557		21,864		39,015		38,406		30,915		21,393

Total earnings including fixed charges	45,074		45,471		38,073		26,374		19,095		26,380		44,090		44,615		37,357		26,137

Ratio of earnings to combined fixed charges, preference share dividends and similar appropriations	1.15		1.18		1.23		1.23		1.31		1.21		1.13		1.16		1.21		1.22

~~Note~~

a	~~Does not reflect the application of IAS 32, IAS 39 and IFRS 4 which became effective from 1st January 2005.~~

~~300~~

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301

Shareholder information



302		Shareholder information

312		Shareholder enquiries

313		Index

315		Glossary of terms


302

Shareholder information

Dividends on the ordinary shares of Barclays PLC

Barclays PLC has paid dividends on its ordinary shares every year ~~without interruption~~ since its incorporation in 1896.

As announced on ~~13th October 2008, in the light of the new capital ratios agreed with the FSA and in recognition of the need to maximise capital resources in the current economic climate,~~10th November 2009, the Board ~~has concluded that it would not be appropriate~~resumed dividend payments with an interim cash dividend of 1p per ordinary share paid on 11th December 2009. A final cash dividend for the full-year ended 31st December 2009 of 1.5p per ordinary share was announced on 16th February 2010 for payment on 19th March 2010.

We intend to ~~pay~~make three quarterly fixed payments in 2010 and a final variable payment relating to the calendar year 2010 in March 2011. Given uncertainty about the full consequences of regulatory reform, prudence dictates that our dividend ~~for 2008. The Board intends~~policy should be conservative. But, subject to ~~resume~~that caveat, we intend our dividend ~~payments in the second half~~policy to be progressive relative to a 2009 annualised dividend of ~~2009, at which time it is intended to pay dividends quarterly.~~4.5p per share.

The dividends declared for each of the last five years were:


Pence per 25p ordinary share
	2008	2007	2006	2005	2004	2009	2008	2007	2006	2005

Interim	11.50	11.50	10.50	9.20	8.25	1.00	11.50	11.50	10.50	9.20
Final	–	22.50	20.50	17.40	15.75	1.50	–	22.50	20.50	17.40

Total	11.50	34.00	31.00	26.60	24.00	2.50	11.50	34.00	31.00	26.60


US Dollars per 25p ordinary share
	2008	2007	2006	2005	2004

Interim	0.20	0.23	0.20	0.16	0.15
Final	–	0.45	0.41	0.31	0.30

Total	0.20	0.68	0.61	0.47	0.45

The gross dividends applicable to an American Depositary Share (ADS) representing four ordinary shares, before deduction of withholding tax, are as follows:


US Dollars per American Depositary Share
	2008	2007	2006	2005	2004

Interim	0.82	0.93	0.80	0.65	0.60
Final	–	1.78	1.64	1.24	1.20

Total	0.82	2.71	2.44	1.89	1.80

~~Dividends~~


US Dollars per 25p ordinary share
	2009	2008	2007	2006	2005

Interim	0.02	0.20	0.23	0.20	0.16
Final	0.02	–	0.45	0.41	0.31

Total	0.04	0.20	0.68	0.61	0.47

The gross dividends applicable to an American Depositary Share (ADS) representing four ordinary shares, before deduction of withholding tax, are as follows:


US Dollars per American Depositary Share
	2009	2008	2007	2006	2005

Interim	0.07	0.82	0.93	0.80	0.65
Final	0.09	–	1.78	1.64	1.24

Total	0.16	0.82	2.71	2.44	1.89

For years prior to 2009, final dividends expressed in Dollars ~~are~~have been translated at the Noon Buying Rates in New York City for cable transfers in Pounds Sterling as certified for customs purposes by the Federal Reserve Bank of New York (the ~~‘Noon~~Noon Buying Rate). From January 2009, the Federal Reserve Bank of New York discontinued the publication of Noon Buying Rates. The final dividend for 2009 is expressed in Dollars translated at the closing spot rate for Pounds Sterling as determined by Bloomberg at 5pm in New York City (the ‘Closing Spot Rate’) ~~for the days~~ on ~~which dividends are paid.~~5th March 2010. No representation is made that Pounds Sterling amounts have been, or could have been, or could be, converted into Dollars at these rates.

Trading market for ordinary shares of Barclays PLC

The nominal capital of Barclays PLC is divided into ~~13,996,000,000~~20,996,000,000 ordinary shares of 25p each (ordinary shares), 0.4 million Sterling preference shares of £100 each, 0.4 million US Dollar preference shares of $100 each, 150 million US Dollar preference shares of $0.25 each, 0.4 million Euro preference shares of€100 each, 0.4 million Yen preference shares of ¥10,000 each and 1 million staff shares of £1 each. At the close of business on 31st December ~~2008, 8,371,830,617~~2009, 11,411,577,230 ordinary shares were outstanding.

The principal trading market for Barclays PLC ordinary shares is the London Stock Exchange. Ordinary share listings were also obtained on the ~~Tokyo Stock Exchange with effect from 1st August 1986 and the~~ New York Stock Exchange (NYSE) with effect from 9th September 1986. ~~During the year, the Company de-listed from the Tokyo Stock Exchange with effect from 28th June 2008.~~

Trading on the NYSE is in the form of ADSs under the symbol ‘BCS’. Each ADS represents four ordinary shares and is evidenced by an American Depositary Receipt (ADR). The ADR depositary is J P Morgan Chase Bank, N.A. Details of trading activity are published in the stock tables of leading daily newspapers in the US.

There were ~~926~~891 ADR holders and ~~1,528~~1,595 recorded holders of ordinary shares with US addresses at 31st December ~~2008,~~2009, whose shareholdings represented approximately ~~4.22%~~12.08% of total outstanding ordinary shares on that date. Since certain of the ordinary shares and ADRs were held by brokers or other nominees, the number of recorded holders in the US may not be representative of the number of beneficial holders or of their country of residence.

~~302~~

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303

The following table shows the high and low sales price for the ordinary shares during the periods indicated, based on mid-market prices at close of business on the London Stock Exchange and the high and low sale price for ADSs as reported on the NYSE composite tape.


	25p ordinary shares		American Depositary Shares		25p ordinary shares		American Depositary Shares
	High p	Low p	High US$	Low US$	High p	Low p	High US$	Low US$

2009
2010
By month:
January	184.6	51.2	10.97	3.07	320.6	265.0	21.1	17.0
February	116.2	92.3	6.99	5.32	316.3	262.0	19.9	16.3

2008
2009
By month:
July	356.5	260.5	28.2	20.76	314.8	287.0	20.9	18.4
August	379.5	311.0	29.52	23.62	380.3	322.6	24.7	22.2
September	389.0	301.0	32.5	21.48	380.0	351.3	25.4	22.9
October	368.0	178.9	25.9	10.73	383.6	319.0	25.2	20.6
November	195.9	127.7	12.68	7.37	342.9	291.1	23.2	19.6
December	162.0	138.2	9.81	8.45	304.5	264.3	20.1	17.4

By quarter:
First quarter	506.42	382.25	41.39	32.27	184.6	51.2	11.0	3.1
Second quarter	490.83	291.5	39.89	23.15	316.3	157.0	20.5	9.3
Third quarter	389.0	260.5	32.5	20.76	380.3	287.0	25.4	18.4
Fourth quarter	368.0	127.7	25.9	7.37	383.6	264.3	25.2	17.4

2007
2008
First quarter	790.0	673.5	62.46	53.35	506.4	382.3	41.4	32.3
Second quarter	756.0	696.0	60.37	55.79	490.8	291.5	39.9	23.2
Third quarter	738.5	580.0	60.35	46.61	389.0	260.5	32.5	20.8
Fourth quarter	665.5	474.5	54.48	39.86	368.0	127.7	25.9	7.4

2008	506.42	127.7	41.39	7.37	506.4	127.7	41.4	7.4
2007	790.0	474.5	62.46	39.86	790.0	474.5	62.5	39.9
2006	737.0	586.0	61.52	41.80	737.0	586.0	61.5	41.8
2005	615.0	520.0	47.0	37.16	615.0	520.0	47.0	37.2
2004	586.0	443.0	45.99	32.78	586.0	443.0	46.0	32.8
2003	527.0	311.0	36.57	20.30

This section incorporates information on the prices at which securities of Barclays PLC have traded. It is emphasised that past performance cannot be relied upon as a guide to future performance.


Shareholdings at 31st December 2008^a
Shareholdings at 31st December 2009^a
	Number of shareholders	Percentage of holders	Shares held (millions)	Percentage of capital	Number of shareholders	Percentage of holders	Shares held (millions)	Percentage of capital

Classification of shareholders
Personal holders	732,093	97.10	750.24	8.97	732,028	97.34	762.49	6.68
Banks and nominees	20,516	2.72	6,522.72	77.90	18,083	2.40	9,537.83	83.58
Other companies	1,758	0.18	1,098.84	13.13	1,859	0.25	1,111.18	9.74
Insurance companies	13	0.00	0.00	0.00	12	–	0.05	–
Pensions funds	23	0.00	0.00	0.00	18	–	0.03	–

Totals	754,403	100	8,371.8	100	752,000	100.00	11,411.58	100

Shareholding range
1-100	30,074	4.02	1.27	0.02	30,251	4.02	1.28	0.01
101-250	232,523	30.8	48.9	0.58	230,779	30.69	48.54	0.43
251-500	240,892	31.9	82.3	0.98	238,196	31.68	81.45	0.71
501-1,000	117,044	15.5	82.2	0.98	116,153	15.45	81.71	0.72
1,001-5,000	102,416	13.6	210.1	2.51	104,331	13.87	215.08	1.88
5,001-10,000	16,943	2.25	119.71	1.43	17,538	2.33	123.89	1.09
10,001-25,000	10,083	1.34	152.72	1.82	10,192	1.36	154.08	1.35
25,001-50,000	2,318	0.31	79.4	0.96	2,296	0.31	78.57	0.69
50,001 and over	2,110	0.28	7,595.2	90.72	2,264	0.30	10,626.98	93.12

Totals	754,403	100	8,371.8	100	752,000	100.00	11,411.58	100

United States holdings	1,528	0.2	3.23	0.04	1,595	0.21	3.39	0.03

Note

a	These figures include Barclays Sharestore members.

304

~~Barclays~~

~~Annual Report 2008~~

~~303~~

Shareholder information

~~SEC FORM 20-F Other Information~~continued

Currency of presentation

In this report, unless otherwise specified, all amounts are expressed in ~~Pounds~~Pound Sterling. For the months of September 2009 through ~~December 2008,~~to February 2010, the ~~high~~highest and low noon buying rates in New York City for cable transfers in Pounds Sterling, as certified for customs purposes by the Federal Reserve Bank of New York (noon buying rate), were as set out in the table below.

~~Effective January 1, 2009, the Federal Reserve Bank of New York discontinued the publication of noon buying rates. For January and February 2009, the~~lowest closing spot rates ~~for Pounds Sterling~~ as determined by Bloomberg at 5:~~00 p.m.~~00pm (New York time) (the “Closing Spot Rate”), expressed in US Dollars per Pound Sterling ~~were as set out in the table below.~~were:


	(US Dollars per Pound Sterling)						(US Dollars per Pound Sterling)
	February	January	December	November	October	September	February	January	December	November	October	September
		2009			2008			2010			2009
High	1.49	1.52	1.55	1.62	1.78	1.86	1.60	1.64	1.66	1.68	1.66	1.67

Low	1.42	1.38	1.44	1.48	1.55	1.75	1.52	1.59	1.59	1.64	1.58	1.59

For the years ~~indicated,~~2005 through to 2008 the ~~averages~~average of the noon buying rates on the last day of each month ~~were:~~is shown in the table below. From January 2009, the Federal Reserve Bank of New York discontinued the publication of Noon Buying Rates. For 2009 the average Closing Spot Rate on the last day of each month is shown in the table below.

   (US Dollars per Pound Sterling)
Average
   2008    2007    2006    2005    2004
   1.84    2.0    1.86    1.81    1.64


	(US Dollars per Pound Sterling)
Average	2009	2008	2007	2006	2005
	1.57	1.84	2.0	1.86	1.81

On 5th March ~~20, 2009,~~2010, the Closing Spot Rate in Pound Sterling was ~~$1.45.~~$1.51.

No representation is made that Pounds Sterling amounts have been, or could have been, or could be, converted into US Dollars at any of the above rates. For the purpose of presenting financial information in this report, exchange rates other than those shown above may have been used.

~~304~~

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305

~~Shareholder information~~

~~Memorandum and~~ Articles of Association

The Company was incorporated in England on 20th July 1896 under the Companies Acts 1862 to 1890 as a company limited by shares and was reregistered in 1982 as a public limited company under the Companies Acts 1948 to 1980. The Company is registered under company number 48839. The Company was reregistered as Barclays PLC on 1st January 1985.

The objects of the Company are set out in full in clause 4 of its Memorandum of Association which provides, among other things, that the Company’s objects are to carry on business as an investment and holding company and the business of banking in all its aspects. The Memorandum of Association is treated as forming part of the Company’s Articles of Association as of 1st October 2009 by virtue of the Companies Act 2006.

The Company may, by Special Resolution, amend its Articles of Association. The Company is proposing to adopt new Articles of Association at its Annual General Meeting (AGM) in 2010, to update its Articles of Association following implementation of the remaining provisions of the Companies Act 2006. A summary of the proposed changes may be found in the Notice of Meeting that accompanies this report.

The following is a summary of the current Articles of Association.

Directors

(i) The minimum number of Directors (excluding alternate Directors) is five. There is no maximum limit. There is no age limit for Directors.

(ii) Excluding executive remuneration and any other entitlement to remuneration for extra services (including service on board committees) under the Articles, a Director is entitled to a fee at a rate determined by the Board but the aggregate fees paid to all Directors shall not exceed £1,000,000 per annum or such higher amount as may be approved by an ordinary resolution of the Company. Each Director is entitled to reimbursement for all travelling, hotel and other expenses properly incurred by him/her in or about the performance of his/her duties.

(iii) No Director may act (either himself/herself or through his/her firm) as an auditor of the Company. A Director may hold any other office of the Company on such terms as the Board shall determine.

(iv) At each ~~annual general meeting (‘AGM’)~~AGM of the Company, one third of the Directors (rounded down) are required to retire from office by rotation and may offer themselves for re-election. The Directors so retiring are those who have been longest in office (and in the case of equality of service length are selected by lot). Other than a retiring Director, no person shall (unless recommended by the Board) be eligible for election unless a member notifies the Company Secretary in advance of his/her intention to propose a person for election.

(v) The Board has the power to appoint additional Directors or to fill a casual vacancy amongst the Directors. Any Director so appointed holds office until the next AGM, when he/she may offer himself/herself for re-election. He/she is not taken into account in determining the number of Directors retiring by rotation.

(vi) The Board may appoint any Director to any executive position or employment in the Company on such terms as they determine.

(vii) A Director may appoint either another Director or some other person approved by the Board to act as his/her alternate with power to attend Board meetings and generally to exercise the functions of the appointing Director in his/her absence (other than the power to appoint an alternate).

(viii) ~~From 1st October 2008, the~~The Board may authorise any matter in relation to which a Director has, or can have, a direct interest that conflicts, or possibly may conflict with, the Company’s interests. Only Directors who have no interest in the matter being considered will be able to authorise the relevant matter and they may impose limits or conditions when giving authorisation if they think this is appropriate.

(ix) A Director may hold positions with or be interested in other companies and, subject to legislation applicable to the Company and the FSA’s requirements, may contract with the Company or any other company in which the Company is interested. A Director may not vote or count towards the quorum on any resolution concerning any proposal in which he/she (or any person connected with him/her) has a material interest (other than by virtue of his/her interest in securities of the Company) or if he/she has a duty which conflicts or may conflict with the interests of the Company, unless the resolution relates to any proposal:

(a)	to indemnify a Director or provide him/her with a guarantee or security in respect of money lent by him/her to, or any obligation incurred by him/her or any other person for the benefit of (or at the request of), the Company (or any other member of the Group);

(b)	to indemnify or give security or a guarantee to a third party in respect of a debt or obligation of the Company (or any other member of the Group) for which the Director has personally assumed responsibility;

(c)	to obtain insurance for the benefit of Directors;

(d)	involving the acquisition by a Director of any securities of the Company pursuant to an offer to existing holders of securities or to the public;

(e)	that the Director underwrite any issue of securities of the Company (or any of its subsidiaries);

(f)

concerning any other company in which the Director is interested as an officer or creditor or shareholder but, broadly, only if he/she (together with his/her connected persons) is directly or indirectly interested in less than 1% of either any class of the issued equity share capital or of the voting rights of that company; and

(g)

concerning any other arrangement for the benefit of employees of the Company (or any other member of the Group) under which the Director benefits or stands to benefit in a similar manner to the employees concerned and which does not give the Director any advantage which the employees to whom the arrangement relates would not receive.

(x) A Director may not vote or be counted in the quorum on any resolution which concerns his/her own employment or appointment to any office of the Company or any other company in which the Company is interested.

(xi) Subject to applicable legislation, the provisions described in sub-paragraphs (ix) and (x) may be relaxed or suspended by an ordinary resolution of the members of the Company or any applicable governmental or other regulatory body.

(xii) A Director is required to hold an interest in ordinary shares having a nominal value of at least £500, which currently equates to 2,000 Ordinary Shares unless restricted from acquiring or holding such interest by any applicable law or regulation or any applicable governmental or other regulatory body. A Director may act before acquiring those shares but must acquire the qualification shares within two months from his/her appointment. Where a Director is unable to acquire the requisite number of shares within that time owing to law, regulation or requirement of any governmental or other relevant authority, he/she must acquire the shares as soon as reasonably practicable once the restriction(s) end.

(xiii) The Board may exercise all of the powers of the Company to borrow money, to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities.

Classes of share

The Company only has Ordinary Shares in issue. However, the Company has authorised but unissued preference shares of £100, $100, $0.25,€100 and ¥10,000 each (together, the ~~‘Preference Shares’)~~Preference Shares) which may (pursuant to a resolution passed by the shareholders of the Company at the AGM) be issued by the Board from time to time in one or more series with such rights and subject to such restrictions and limitations as the Board may determine. The Company also has authorised but unissued staff shares of £1 each. The Articles of Association contain provisions to the following effect:

(i) Dividends

Subject to the provisions of the Articles and applicable legislation, the Company in General Meeting may declare dividends on the Ordinary Shares by ordinary resolution, but such dividend may not exceed the amount recommended by the Board. The Board may also pay interim or final dividends if it appears they are justified by the Company’s financial position.

Each Preference Share confers the right to a non-cumulative preferential dividend ~~(‘Preference Dividend’)~~(Preference Dividend) payable in such currency at such rates (whether fixed or calculated by reference to or in accordance with a specified procedure or mechanism), on such dates and on such other terms as may be determined by the Board prior to allotment thereof.


306

Shareholder information

continued

The Preference Shares rank in regard to payment of dividend in priority to the holders of Ordinary Shares and any other class of shares in the Company ranking junior to the Preference Shares.

Dividends may be paid on the Preference Shares if, in the opinion of the Board, the Company has sufficient distributable profits, after payment in full or the setting aside of a sum to provide for all dividends payable on (or in the case of shares carrying a cumulative right to dividends, before) the relevant dividend payment date on any class of shares in the Company rankingpari passuwith or in priority to the relevant series of Preference Shares as regards participation in the profits of the Company.

If the Board considers that the distributable profits of the Company available for distribution are insufficient to cover the payment in full of Preference Dividends, Preference Dividends shall be paid to the extent of the distributable profits on apro ratabasis.

~~Barclays~~

~~Annual Report 2008~~

~~305~~

Notwithstanding the above, the Board may, at its absolute discretion, determine that any Preference Dividend which would otherwise be payable may either not be payable at all or only payable in part.

If any Preference Dividend on a series of Preference Shares is not paid, or is only paid in part, for the reasons described above, holders of Preference Shares will not have a claim in respect of such nonpayment.

If any dividend on a series of Preference Shares is not paid in full on the relevant dividend payment date, a dividend restriction shall apply. The dividend restriction means that, subject to certain exceptions, neither the Company nor Barclays Bank may (a) pay a dividend on, or (b) redeem, purchase, reduce or otherwise acquire, any of their respective ordinary shares, other preference shares or other share capital ranking equal or junior to the relevant series of Preference Shares until the earlier of such time as the Company next pays in full a dividend on the relevant series of Preference Shares or the date on which all of the relevant series of Preference Shares are redeemed.

All unclaimed dividends payable in respect of any share may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. If a dividend is not claimed after 12 years of it becoming payable, it is forfeited and reverts to the Company.

The Board may (although it currently does not), with the approval of an ordinary resolution of the Company, offer shareholders the right to choose to receive an allotment of additional fully paid Ordinary Shares instead of cash in respect of all or part of any dividend.

(ii) Voting

Every member who is present in person or by proxy, or represented at any general meeting of the Company and who is entitled to vote has one vote on a show of hands. On a poll, every member who is present or represented has one vote for every share held. Any joint holder may vote in respect of jointly owned shares, but the vote of the senior holder (as determined by order in the share register) shall take precedence. If any sum payable remains unpaid in relation to a member’s shareholding, that member is not entitled to vote that share or exercise any other right in relation to a meeting of the Company unless the Board otherwise determine.

If any member, or any other person appearing to be interested in any of the Company’s Ordinary Shares, is served with a notice under Section 793 of the Companies Act 2006 and does not supply the Company with the information required in the notice, then the Board, in its absolute discretion, may direct that that member shall not be entitled to attend or vote at any meeting of the Company.

The Board may further direct that if the shares of the defaulting member represent 0.25% or more of the issued shares of the relevant class, that dividends or other monies payable on those shares shall be retained by the Company until the direction ceases to have effect and that no transfer of those shares shall be registered (other than certain specified ‘approved transfers’). A direction ceases to have effect seven days after the Company has received the information requested, or when the Company is notified that an ‘approved transfer’ to a third party has occurred, or as the Board otherwise determines.

(iii) Transfers

Ordinary Shares may be held in either certificated or uncertificated form. Certificated Ordinary Shares shall be transferred in writing in any usual or other form approved by the Board and executed by or on behalf of the transferor. Transfers of uncertificated Ordinary Shares shall be made in accordance with the applicable regulations. The Board may make any arrangements to regulate and evidence the transfer of Ordinary Shares as they consider fit in accordance with applicable legislation and the rules of the FSA.

Registration of Ordinary Shares may be suspended, subject to applicable legislation, for such periods as the Board may determine (but for not more than 30 days in any calendar year).

The Board is not bound to register a transfer of partly paid Ordinary Shares, or fully paid shares in exceptional circumstances approved by the FSA. The Board may also decline to register an instrument of transfer of certificated Ordinary Shares unless it is duly stamped and deposited at the prescribed place and accompanied by the share certificate(s) and such other evidence as reasonably required by the Board to evidence right to transfer, it is in respect of one class of shares only, and it is in favour of not more than four transferees (except in the case of executors or trustees of a member).

Preference Shares may be represented by share warrants to bearer or be in registered form.

Preference Shares represented by share warrants to bearer are transferred by delivery of the relevant warrant. Preference Shares in registered form shall be transferred in writing in any usual or other form approved by the Board and executed by or on behalf of the transferor. The Company’s registrar shall register such transfers of Preference Shares in registered form by making the appropriate entries in the register of Preference Shares.

(iv) Return of Capital and Liquidation

In the event of any return of capital by reduction of capital or on liquidation, the holders of Ordinary Shares are entitled to receive such capital in proportion to the amounts paid up or credited as paid up on the shares of each class.

Each Preference Share shall confer, in the event of a winding up or any return of capital by reduction of capital (other than, unless otherwise provided by their terms of issue, a redemption or purchase by the Company of any of its issued shares, or a reduction of share capital), the right to receive out of the surplus assets of the Company available for distribution amongst the members and in priority to the holders of the Ordinary Shares and any other shares in the Company ranking junior to the relevant series of Preference Shares andpari passuwith any other class of Preference Shares, repayment of the amount paid up or treated as paid up in respect of the nominal value of the Preference Share together with any premium which was paid or treated as paid when the Preference Share was issued in addition to an amount equal to accrued and unpaid dividends.

(v) Redemption and Purchase

Subject to applicable legislation and the rights of the other shareholders, any share may be issued on terms that it is, at the option of the Company or the holder of such share, redeemable. While the Company currently has no redeemable shares in issue, any series of Preference Shares issued in the future will be redeemable, in whole or in part, at the option of the Company on a date not less than five years after the date on which such series of Preference Shares was first issued. The Company may purchase its own shares subject to the provisions of applicable legislation, the Articles and the approval of any class of convertible shares in issue (by special resolution or written consent of 75% of such class).

(vi) Calls on capital

The Directors may make calls upon the members in respect of any monies unpaid on their shares. A person upon whom a call is made remains liable even if the shares in respect of which the call is made have been transferred. Interest will be chargeable on any unpaid amount called at a rate determined by the Board (of not more than 20%).


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If a member fails to pay any call in full (following notice from the Board that such failure will result in forfeiture of the relevant shares), such shares (including any dividends declared but not paid) may be forfeited by a resolution of the Board, and will become the property of the Company. Forfeiture shall not absolve a previous member for amounts payable by him/her (which may continue to accrue interest).

The Company also has a lien over all partly paid shares of the Company for all monies payable or called on that share and over the debts and liabilities of a member to the Company. If any monies which are the subject of the lien remain unpaid after a notice from the Board demanding payment, the Company may sell such shares.

(vii) Variation of Rights

The rights attached to any class of shares may be varied with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

The rights of shares shall not (unless expressly provided by the rights attached to such shares) be deemed varied by the creation of further shares ranking equally with them.

Annual and other general meetings

The Company is required to hold an ~~annual general meeting~~AGM in addition to such other general meetings as the Directors think fit. The type of the meeting will be specified in the notice calling it. Under the Companies Act 2006, the AGM must be held within six months of the financial year end. A general meeting may be convened by the Board on requisition in accordance with the applicable legislation.

~~306~~

~~Barclays~~

~~Annual Report 2008~~

~~Shareholder information~~

In the case of an AGM, a minimum of 21 ~~clear days’ notice is required. In other cases 14~~ clear days’ notice is required. The notice must be in writing and must specify the place, the day and the hour of the meeting, and the general nature of the business to be transacted. A notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as such. The accidental failure to give notice of a general meeting or the non-receipt of such notice will not invalidate the proceedings at such meeting.

Subject as noted above, all shareholders are entitled to attend and vote at general meetings. The Articles do, however, provide that arrangements may be made for simultaneous attendance at a general meeting at a place other than that specified in the notice of meeting, in which case shareholders may be excluded from the specified place.

Holders of Preference Shares have no right to receive notice of, attend or vote at, any general meetings of the Company as a result of holding Preference Shares.

Limitations on foreign shareholders

There are no restrictions imposed by the Company’s Memorandum or Articles of Association or (subject to the effect of any economic sanctions that may be in force from time to time) by current UK laws which relate only to non-residents of the UK and which limit the rights of such non-residents to hold or (when entitled to do so) vote the Company’s Ordinary Shares.

Notices

A document or information may be sent by the Company in hard copy form, electronic form, by being made available on a website, or by another means agreed with the recipient. A document or information may only be sent in electronic form to a person who has agreed to receive it in that form or, in the case of a company, who has been deemed to have so agreed pursuant to applicable legislation. A document or information may only be sent by being made available on a website if the recipient has agreed to receive it in that form or has been deemed to have so agreed pursuant to applicable legislation, and has not revoked that agreement.

In respect of joint holdings, documents or information shall be sent to the joint holder whose name stands first in the register.

A member who (having no registered address within the UK) has not supplied an address in the UK at which documents or information may be sent is not entitled to have documents or information sent to him/her.

Alteration of share capital

The Company may, by way of ordinary resolution:

–

increase its share capital by a sum to be divided into shares of an amount prescribed by the resolution;

–

consolidate and divide all or any of its share capital into shares of a larger nominal amount;

–

subject to legislation, sub-divide all or part of its shares into shares of a smaller nominal amount and may decide by that resolution that the resulting shares have preference or other advantage or restrictions; and

–

cancel any shares which, at the date of the resolution, have not been subscribed or agreed to have been subscribed for and diminish the amount of its share capital by the amount of the shares so cancelled.

The Company may also, by special resolution, reduce its share capital or capital redemption reserve or any share premium account or other undistributable reserve in any manner authorised by legislation.

The Company may, by ordinary resolution, upon the recommendation of the Board capitalise all or any part of an amount standing to the credit of a reserve or fund to be set free for distribution provided that amounts from the share premium account, capital redemption reserve or any profits not available for distribution should be applied only in paying up unissued shares issued to members and no unrealised profits shall be applied in paying up debentures of the Company or any amount unpaid on any share in the capital of the Company.

Indemnity

Subject to applicable legislation, every current and former Director or other officer of the Company (other than any person engaged by the company as auditor) shall be indemnified by the Company against any liability in relation to the Company, other than (broadly) any liability to the Company or a member of the Group, or any criminal or regulatory fine.


Officers of the Group		Date of appointment as officer
Lawrence Dickinson	Company Secretary	2002
Peter Estlin	Group Financial Controller	~~Appointed 2008~~
~~Lawrence Dickinson~~	~~Company Secretary~~	~~Appointed 2002~~2008
Patrick Gonsalves	Joint Secretary, Barclays Bank PLC
	~~Barclays Bank PLC~~	~~Appointed~~ 2002
Mark Harding	Group General Counsel	~~Appointed~~ 2003
Antony Jenkins	Chief Executive of
	Global Retail Banking	2009
Tom Kalaris	Chief Executive of Barclays Wealth	2009
Robert Le Blanc	Group Risk ~~Director~~Officer	~~Appointed~~ 2004
Jerry del Missier	President of Barclays Capital and Co-Chief Executive of Corporate and Investment Banking	2009
Maria Ramos	Group Chief Executive, Absa	2009
Rich Ricci	Co-Chief Executive of Corporate and Investment Banking	2009
Cathy Turner	Group Human Resources Director	2009


308

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Taxation

The following is a summary of the principal tax consequences for holders of Ordinary Shares of Barclays PLC, Preference Shares of ~~the~~Barclays Bank PLC (the Bank), or ADSs representing such Ordinary Shares or Preference Shares, and who are citizens or residents of the UK or US, or otherwise who are subject to UK tax or US federal income tax on a net income basis in respect of such securities, that own the shares or ADSs as capital assets for tax purposes. It is not, however, a comprehensive analysis of all the potential tax consequences for such holders, and it does not discuss the tax consequences of members of special classes of holders subject to special rules or holders that, directly or indirectly, hold 10% or more of Barclays voting stock. Investors are advised to consult their tax advisers regarding the tax implications of their particular holdings, including the consequences under applicable state and local law, and in particular whether they are eligible for the benefits of the Treaty, as defined below.

A US holder is a beneficial owner of shares or ADSs that is, for US federal income tax purposes, (i) a citizen or resident of the US, (ii) a US domestic corporation, (iii) an estate whose income is subject to US federal income tax regardless of its source, or (iv) a trust if a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorised to control all substantial decisions of the trust. If a partnership holds the shares or ADSs, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the shares or ADSs should consult its tax adviser with regard to the United States federal income tax treatment of an investment in the shares or ADSs.

Unless otherwise noted, the statements of tax laws set out below are based on the tax laws of the UK in force as at ~~27th February 2009~~5th March 2010 and are subject to any subsequent changes in UK law, in particular any announcements made in the Chancellor’s expected UK Budget in ~~April 2009.~~March 2010.

This section is also based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions (the Code), and on the Double Taxation Convention between the UK and the US as entered into force in March 2003 (the Treaty), all of which are subject to change, possibly on a retroactive basis.

This section is based in part upon the representations of the ADR Depositary and the assumption that each obligation of the Deposit

~~Barclays~~

~~Annual Report 2008~~

~~307~~

Agreement and any related agreement will be performed in accordance with its terms.

For purposes of the Treaty, the Estate and Gift Tax Convention between the United Kingdom and the United States, and the Code, the holders of ADRs evidencing ADSs will be treated as owners of the underlying ordinary shares or preference shares, as the case may be. Generally, exchanges of shares for ADRs and ADRs for shares will not be subject to US federal income tax or to UK capital gains tax.

Taxation of UK holders

Taxation of dividends

In accordance with UK law, Barclays ~~PLC and the Bank pay~~pays dividends on ordinary shares and preference shares without any deduction or withholding tax in respect of any taxes imposed by the UK government or any UK taxing authority.

If the shareholder is a UK resident individual liable to income tax only at the basic rate, then there will be no further tax liability in respect of the dividend received. If, however, the individual shareholder is subject to income tax at the ~~higher rate~~higher/highest rates (currently 40%/50%), there will be a further liability to tax. ~~Higher~~Higher/highest rate taxpayers are taxable on dividend income at a special rate (currently 32.5%/42.5%) against which can be offset a tax credit of one-ninth of the cash dividend received. Tax credits are not repayable to shareholders with no tax liability.

Taxation of shares under the Dividend Reinvestment Plan

Where a shareholder elects to purchase shares using their cash dividend, the individual will be liable for income tax on dividends reinvested in the Dividend Reinvestment Plan on the same basis as if they had received the cash and arranged the investment themselves. They should accordingly include the dividend received in their annual tax return in the normal way. The tax consequences for a UK individual are the same as described in ‘Taxation of dividends’ above.

Taxation of capital gains

Where shares are disposed of by open market sale, a capital gain may result if the disposal proceeds exceed the sum of the base cost of the shares sold and any other allowable deductions such as share dealing costs and indexation relief (up to 5th April 1998). To arrive at the total base cost of any Barclays PLC shares held, the amount subscribed for rights taken up in 1985 and 1988 must be added to the cost of all other shares held. For this purpose, current legislation permits the market valuation at 31st March 1982 to be substituted for the original cost of shares purchased before that date.

The calculations required to compute chargeable capital gains may be complex. Capital gains may also arise from the gifting of shares to connected parties such as relatives (although not spouses or civil partners) and family trusts. Shareholders are advised to consult their personal financial adviser if further information regarding a possible tax liability in respect of their holdings of Barclays PLC shares is required.

Stamp duty

Stamp duty or stamp duty reserve tax at the rate of 0.5% is normally payable on the purchase price of shares acquired.

Inheritance tax

An individual may be liable to inheritance tax on the transfer of ordinary shares or preference shares. Where an individual is liable, inheritance tax may be charged on the amount by which the value of his or her estate is reduced as a result of any transfer by way of gift or other gratuitous transaction made by them or treated as made by them.

Taxation of US holders

Taxation of dividends

Subject to PFIC rules discussed below, a US holder is subject to US federal income taxation on the gross amount of any dividend paid by Barclays PLC or ~~the~~Barclays Bank PLC, as applicable, out of its current or accumulated earnings and profits (as determined for US federal income tax purposes). Dividends paid to a non-corporate US holder in taxable years beginning before 1st January 2011 that constitute qualified dividend income will be taxable to the holder at a maximum tax rate of 15%, provided that the holder has a holding period of the shares or ADSs of more than 60 days during the 121-day period beginning 60 days before the ex-dividend date (or, in the case of preference shares or ADSs relating thereto, if the dividend is attributable to a period or periods aggregating over 366 days, provided that the holder holds the shares or ADSs for more than 90 days during the 181-day period beginning 90 days before the ex-dividend date) and meets certain other holding period requirements. Dividends paid by Barclays, ~~PLC or the Bank, as applicable,~~ with respect to the ordinary or preference shares or ADSs will generally be qualified dividend income.

A US holder will not be subject to UK withholding tax. The US holder will include in gross income for US federal income tax purposes the amount of the dividend actually ~~received from Barclays PLC or the Bank.~~received. Dividends must be included in income when the US holder, in the case of shares, or the Depositary, in the case of ADSs, actually or constructively receives the dividend, and will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. For foreign tax credit purposes, dividends will generally be income from sources outside the


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United States and will, depending on a US holder’s circumstances, be either ‘passive’ or ‘general’ income for purposes of computing the foreign tax credit allowable to a US holder.

The amount of the dividend distribution includable in income will be the US Dollar value of the ~~pound~~Pound Sterling payments made, determined at the spot Pound Sterling/US Dollar rate on the date the dividend distribution is includable in income, regardless of whether the payment is in fact converted into US Dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includable in income to the date the payment is converted into US Dollars will be treated as ordinary income or loss and, for foreign tax credit limitation purposes, from sources within the US and will not be eligible for the special tax rate applicable to qualified dividend income.

Distributions in excess of current or accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a return of capital to the extent of the US holder’s basis in the shares or ADSs and thereafter as capital gain.

~~308~~

~~Barclays~~

~~Annual Report 2008~~

~~Shareholder information~~

Taxation of capital gains

Subject to PFIC rules discussed below, generally, US holders will not be subject to UK tax, but will be subject to US tax on capital gains realised on the sale or other disposition of ordinary shares, preference shares or ADSs. Generally, a US holder will recognise capital gain or loss for United States federal income tax purposes equal to the difference between the US dollar value of the amount realised and a US holder’s tax basis, determined in US Dollars, in its shares or ADSs. Capital gain of a noncorporate US holder that is recognised in taxable years beginning before 1st January 2011 is generally taxed at a maximum rate of 15% where the holder has a holding period of greater than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

Taxation of premium on redemption or purchase of shares

No refund of tax will be available under the Treaty in respect of any premium paid on a redemption of preference shares by ~~the~~Barclays Bank PLC or on a purchase by Barclays PLC of its own shares. For US tax purposes, redemption premium generally will be treated as an additional amount realised in the calculation of gain or loss.

Taxation of passive foreign investment companies (PFICs)

Barclays PLC and ~~the~~Barclays Bank PLC believe that their respective shares and ADSs should not be treated as stock of a PFIC for US federal income tax purposes, but this conclusion is a factual determination that is made annually and thus may be subject to change. If Barclays PLC or ~~the~~Barclays Bank PLC were to be treated as a PFIC, unless a US holder elects to be taxed annually on a ~~mark-to-market~~mark to market basis with respect to the shares or ADSs, gain realised on the sale or other disposition of their shares or ADSs

would in general not be treated as capital gain. Instead, for a US holder, such gain and certain ‘excess distributions’ would be treated as having been realised ~~ratably~~rateably over the holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, a US holder’s shares or ADSs will be treated as stock in a PFIC if Barclays PLC or ~~the~~Barclays Bank PLC was a PFIC at any time during such holder’s holding period in their shares or ADSs. Dividends that a US holder receives ~~from Barclays PLC or the Bank~~ will not be eligible for the special tax rates applicable to qualified dividend income if Barclays PLC or ~~the~~Barclays Bank PLC are treated as a PFIC with respect to such US holder either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income.

Stamp duty

No UK stamp duty is payable on the transfer of an ADS, provided that the separate instrument of transfer is not executed in, and remains at all times outside, the UK.

Estate and gift tax

Under the Estate and Gift Tax Convention between the United Kingdom and the United States, a US holder generally is not subject to UK inheritance tax.

Exchange controls and other limitations affecting security holders

Other than certain economic sanctions which may be in force from time to time, there are currently no UK laws, decrees or regulations which would affect the transfer of capital or remittance of dividends, interest and other payments to holders of Barclays securities who are not residents of the UK. There are also no restrictions under the Articles of Association of either Barclays PLC or ~~the~~Barclays Bank PLC, or (subject to the effect of any such economic sanctions) under current UK laws, which relate only to ~~non-residents~~nonresidents of the UK, and which limit the right of such non-residents to hold Barclays securities or, when entitled to vote, to do so.

Documents on display

It is possible to read and copy documents that have been filed by Barclays PLC and Barclays Bank PLC with the US Securities and Exchange Commission at the US Securities and Exchange Commission’s office of Investor Education and ~~Assistance~~Advocacy located at 100 F Street, NE, Washington DC 20549. Please call the US Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. Filings with the US Securities and Exchange Commission are also available to the public from commercial document retrieval services, and from the website maintained by the US Securities and Exchange Commission atwww.sec.gov.


310

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Fees and Charges Payable by a Holder of ADSs

The ADR depositary collects fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The ADR depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of the distributable property to pay the fees.

The charges of the ADR depositary payable by investors are as follows:


Type of Service	ADR Depositary Actions	Fee
ADR depositary or substituting the underlying shares	Issuance of ADSs against the deposit of ordinary shares, including deposits and issuances in respect of: – Share distributions, stock splits, rights, merger – Exchange of securities or other transactions or event or other distribution affecting the ADSs or deposited securities	$5.00 or less per 100 ADSs (or portion thereof) evidenced by the new ADSs delivered
Receiving or distributing cash dividends	Distribution of cash dividends	No fee currently payable
Selling or exercising rights	Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities	$5.00 or less per each 100 ADSs (or portion thereof)
Withdrawing an underlying ordinary share	Acceptance of ADSs surrendered for withdrawal of deposited ordinary shares	$5.00 or less for each 100 ADSs (or portion thereof) evidenced by the ADSs surrendered
General depositary services, particularly those charged on an annual basis	Other services performed by the ADS depositary in administering the ADS program	No fee currently payable
Expenses of the ADR depositary	Expenses incurred on behalf of Holders in connection with: – Taxes and other governmental charges – Cable, telex and facsimile transmission/delivery – Transfer or registration fees, if applicable, for the registration of transfers or underlying ordinary shares – Expenses of the Depositary in connection with the conversion of foreign currency into US dollars (which are paid out of such foreign currency) – Any other charge payable by ADR depositary or its agents	Expenses payable at the sole discretion of the ADR depositary by billing Holders or by deducting charges from one or more cash dividends or other cash distributions


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Fees and Payments made by the ADR depositary to Barclays

The ADR depositary has agreed to reimburse certain Barclays expenses related to Barclays ADS program and incurred by Barclays in connection with the program. In the year ended 31 December 2009, the ADR depositary reimbursed to Barclays, or paid amounts on its behalf to third parties, a total sum of $1,000,000.¹ The table below sets out the types of expenses that the ADR depositary has agreed to reimburse and the amounts reimbursed in the year ended 31 December 2009, which include certain expenses paid by the ADR depositary to third parties on behalf of Barclays:


Category of expense reimbursed to Barclays
		~~Barclays~~Amount Reimbursed for the Year ended 31 December 2009 ~~Annual Report 2008~~(000s)
Legal fees		$298
Investor relations		~~309~~$212
Distribution of voting documentation – AGM		$138
Distribution of voting documentation – General Meeting		$169
NYSE listing fees		$98
US Share Plans		$82
Form 6-K filing fees		$3
Total		$1,000

Under certain circumstances, including removal of the ADR depositary or termination of the ADR program by Barclays, Barclays is required to repay the ADR depositary certain amounts reimbursed and/or expenses paid to or on behalf of Barclays.

The ADR depositary has also agreed to waive certain of its fees for standard costs associated with the administration of the ADR program.

1	In early 2009, Barclays also received certain reimbursements from the ADR depositary with respect to services provided in the year ended 31 December 2008 in connection with the program.


312

Shareholder enquiries

~~Shareholder enquiries~~

Investors who have any questions about their investment in Barclays, or

about Barclays in general, may write to the Director, Investor Relations

at our ~~head~~Head office as follows:

Director, Investor Relations

Barclays PLC

1 Churchill Place

London

E14 5HP

or, in the United States of America,

The Corporate Communications Department

Barclays Bank PLC

~~200 Park~~745 Seventh Avenue

New York, NY ~~10166,~~10019, USA

Registered and Head office:

1 Churchill Place

London

E14 5HP

Tel: +44 (0) 20 7116 1000

Registrar:

The Registrar to Barclays

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Tel: 0871 384 2055*

or +44 (0) 121 415 7004 (from overseas)

Email: questions@share-registers.co.uk

ADR Depositary:

~~JPMorgan~~JP Morgan Chase Bank, N.A.

PO Box 64504 St.

~~St.~~ Paul MN

MN 55164-0504

USA

Tel: 1-800-990-1135 (toll-free for US domestic callers)

or +1 651 453 2128

Email: jpmorgan.adr@wellsfargo.com

*Calls to this number are charged at 8p per minute if using a BT landline.

Call charges may vary if using other telephone providers.

~~310~~

~~Barclays~~

~~Annual Report 2008~~

313

~~Annual Report 2008 index~~

Index



Absa
~~business analysis~~42	44business analysis
~~business description~~ 41	43business description
162	Accountability and Audit	~~173~~
Accounting
~~developments~~ 177	~~188~~developments
~~policies~~ 167-177	~~179~~policies
~~presentation~~ 165	~~178~~presentation
Acquisitions
227	notes to the accounts	~~235~~
Allowance for impairment
243	notes to the accounts
113	~~259~~risk management
~~risk management~~ 125	~~129~~
Annual General Meeting
178	~~142~~
Annual Report and Accounts (approval)	~~190~~
Assets
280	by class of business
196	~~281~~
other	~~205~~
Auditors
~~reports~~ 166	~~177~~reports
196	Available for sale investments	~~205~~
Balance sheet
~~average~~ 22	21average
~~consolidated~~ 180	~~191~~consolidated
287	consolidated (Barclays Bank)	~~287~~
Barclaycard
~~business analysis~~ 36	38business analysis
~~business description~~ 35	37business description
Barclays Bank PLC
~~consolidated accounts~~ 285	~~286~~consolidated accounts
~~financial data~~ 299	~~299~~financial data
290	notes to the accounts	~~290~~
Barclays Capital
~~business analysis~~ 44	46business analysis
~~business description~~ 43	45business description
Barclays Commercial Bank
~~business analysis~~ 34	36business analysis
~~business description~~ 33	35business description
Barclays Global Investors
~~business analysis~~ 46	48business analysis
~~business description~~ 45	47business description
161	BGI Equity Ownership Plan (EOP)	~~171~~
Barclays Wealth
48	business analysis
47	business description
~~business analysis~~	50
~~business description~~	49
Capital adequacy data
14	total assets and risk weighted assets
17	14capital management
~~capital management~~ 17	17capital ratios
~~capital ratios~~ 17-18	17capital resources
~~capital resources~~ 277-278	17
Capital management	~~278~~
Cash flow statement
~~consolidated~~ 182	~~193~~consolidated
289	consolidated (Barclays Bank)
186	~~289~~
notes to the accounts
222	~~196~~
Competition and regulatory matters
246-248	~~232~~
Concentrations of credit risk
220-221	~~253~~
Contingent liabilities and commitments
20	~~230~~
Contractual obligations	19



Corporate governance
126-144		corporate governance report
130		~~143~~
attendance at board meetings
52		~~149~~
Corporate sustainability
243-256		53
Credit risk
26-28		~~250~~
Critical accounting estimates
304		27
Currency of presentation
260-261		~~179~~
Currency risk		~~267~~
Derivatives and other financial instruments
193-195		notes to the accounts	~~202~~
Directors’ and officers’
~~biographies~~ 119-121		~~138~~biographies
~~emoluments~~ 123		~~141~~emoluments
~~interests~~ 123		~~141~~interests
230-234		notes to the accounts
122-125		~~240~~
Directors’ report
186		~~140~~
Dividends
191		~~196~~
Earnings per share
100-101		~~200~~ Economic capital
Emerging Markets
~~business analysis~~ 40		42business analysis
~~business description~~ 39		41business description
Employees
124		equality and diversity
124		~~141~~involvement
~~involvement~~ 234		~~141~~
Events after the balance sheet date
121		~~244~~ Executive management structure
267-276		Fair value of financial instruments
192		~~273~~
Financial assets designated at fair value		~~201~~
~~Financial data~~ 202
~~Barclays Bank PLC~~		~~299~~
~~Barclays PLC~~		2
Financial liabilities designated at fair value
		~~211~~
Financial review		2
~~Financial risks~~ 242		~~250~~Financial risks
		Global Retail and Commercial Banking
30		business analysis
~~business analysis~~ 316-320		31
Glossary
199		~~313~~
Goodwill
	~~208~~
Head office functions and other operations
50		business analysis
~~business analysis~~ 49		52business description
~~business description~~		51
Impairment charges
188
notes to the accounts
74		~~198~~risk management
~~risk management~~		87
Income statement
178		consolidated
~~consolidated~~ 285		~~190~~
consolidated (Barclays Bank)
202-204		~~286~~
Insurance assets and liabilities
187		~~212~~
Insurance premiums and insurance claims and benefits
200		~~197~~ Intangible assets
258-259		Interest rate risk

314

~~Barclays~~

~~Annual Report 2008~~

~~311~~

Index

continued


Investment Banking and Investment Management
~~Intangible assets~~ 30	~~209~~
~~Interest rate risk~~	~~266~~
~~Investment Banking and Investment Management~~
business analysis
198	32
Investment in associates and joint ventures
223-224	~~207~~
Leasing
221	~~233~~
Legal proceedings	~~231~~
Liabilities
~~other~~ 202	~~211~~other
261-266	Liquidity risk	~~268~~
Loans and advances to banks
107	interest rate sensitivity
107	~~123~~maturity analysis
~~maturity analysis~~ 195	~~123~~
notes to the accounts	~~204~~
Loans and advances to customers
107	interest rate sensitivity
110	~~123~~maturity analysis
~~maturity analysis~~ 195	~~123~~
notes to the accounts
257-261	~~204~~
Market risk
305	~~264~~
Memorandum and Articles of Association
220	~~305~~
~~Minority~~Non-controlling interests	~~230~~
Net fee and commission income
186	notes to the accounts
4	~~196~~
summary	5
Net interest income
186	notes to the accounts
4	~~196~~
summary
240-242	4
Off-balance sheet arrangements	25
Operating expenses
188-189	administration and general expenses
188	~~198~~staff costs
~~staff costs~~ 7	~~198~~
summary	8
Ordinary shares, share premiums, and other equity
216-218	called up	~~226~~
~~Other entities~~	~~239~~
Other income
187	notes to the accounts
5	~~197~~summary
~~summary~~ 51	6
Our people
183-185	55
Parent ~~company~~Company accounts (Barclays PLC)	~~194~~
Pensions
~~directors~~ 153	~~164~~directors
210-216	notes to the accounts
229-230	~~220~~
Principal subsidiaries	~~238~~
Principal transactions
187	notes to the accounts
5	~~197~~
summary


75		6
Potential credit risk loans
165		84
Presentation of information
201		~~176~~
Property, plant and equipment
209		~~210~~
Provisions		~~218~~
~~Recent developments~~ 230-234		~~189~~
Related party transactions		~~240~~


145-161
Remuneration report
218-219
~~2008 annual remuneration~~	~~157~~
~~Group Chairman and executive Directors: beneficial shareholdings~~	~~163~~
Reserves
29-50	~~228~~
Results by business
54-58	31
Risk factors	57
Risk management
59-65	Barclays approach to risk management
66-93	62
credit risk management
94-98	67
market risk management
99-101	~~106~~capital risk management
102-104	liquidity risk management
105-106	~~111~~operational risk management
~~capital risk management~~ 107-116	~~114~~statistical information
~~operational risk management~~ 117-118	~~117~~
~~financial crime risk management~~	~~120~~
~~statistical information~~	~~122~~
supervision and regulation	~~135~~
~~Risk Tendency~~ 17	~~122~~
Risk weighted assets
196	14
Securities borrowing, securities lending, repurchase and reverse repurchase agreements
209-210	~~205~~
Securitisation
	~~219~~
Segmental reporting
278-282
by class of business
282	~~281~~
by geographical segments
234-239	~~284~~
Share-based payments
302-312	~~244~~
Shareholder information
19	~~301~~
Short-term borrowings	18
Statement of ~~recognised~~comprehesive income ~~and expense~~
~~consolidated~~ 179	~~192~~consolidated
286	consolidated (Barclays Bank)
204-209	~~288~~
Subordinated liabilities	~~214~~
~~Taxation~~Tax
190	notes to the accounts
309-310	~~199~~shareholder information
~~shareholder information~~ 14	~~307~~
Total assets
191	14
Trading portfolio
176	~~201~~
Trust activities	~~187~~
UK Retail Banking
~~business analysis~~ 32	34business analysis
31	business description	33
Western Europe
~~business analysis~~ 38	40business analysis
37	business description	39

~~312~~

~~Barclays~~

~~Annual Report 2008~~

315

Glossary of terms


~~Term used in Annual Report~~		~~US equivalent or brief description~~
~~Accounts~~		~~Financial statements~~
~~Allotted~~		~~Issued~~
~~Attributable profit~~		~~Net income~~
~~Called up share capital~~		~~Ordinary shares, issued and fully paid~~
~~Capital allowances~~		~~Tax term equivalent to US tax depreciation allowances~~
~~Cash at bank and in hand~~		~~Cash~~
~~Class of business~~		~~Industry segment~~
~~Finance lease~~		~~Capital lease~~
~~Freehold~~		~~Ownership with absolute rights in perpetuity~~
~~Loans and advances~~		~~Lendings~~
~~Loan capital~~		~~Long-term debt~~
~~Net asset value~~		~~Book value~~
~~Profit~~		~~Income~~
~~Share capital~~		~~Ordinary shares, capital stock or common stock issued and fully paid~~
~~Share premium account~~		~~Additional paid-up capital or paid-in surplus (not distributable)~~
~~Shares in issue~~		~~Shares outstanding~~
~~Write-offs~~		~~Charge-offs~~

‘~~Income’~~ABS CDO Super Senior’ ~~refers~~The super senior tranches of debt linked to ~~total income net~~collateralised debt obligations of ~~insurance claims, unless otherwise specified.~~

~~‘Profit before business disposals’~~ ~~represents profit before tax and disposal~~asset backed securities (defined below). Payment of ~~subsidiaries, associates and joint ventures.~~

~~‘Cost:income ratio’~~ ~~is defined as operating expenses compared to total income net of insurance claims.~~

‘super senior tranches takes priority over other obligations. See Risk ~~Tendency’~~ is a statistical estimate of the average loss for each loan portfolio for a 12-month period, taking into account the size of the portfolio and its risk characteristics under current economic conditions, and is used to track the change in risk as the portfolio of loans changes over time.

~~‘Daily Value at Risk (DVaR)’~~is an estimate of the potential loss which might arise from unfavourable market movements, if the current positions were to be held unchanged for one business day, measured to a confidence level of 98%.

~~‘Absa Group Limited’refers to the consolidated results of the South African group of which the parent company is listed on the Johannesburg Stock Exchange (JSE Limited) in which Barclays owns a controlling stake.~~Management section – Credit Market Exposures.

‘Absa’~~refers~~Refers to the results for Absa Group Limited as consolidated into the results of Barclays PLC; translated into Sterling with adjustments for amortisation of intangible assets, certain head office adjustments, transfer pricing and ~~minority~~non-controlling interests.

~~‘Global Retail and Commercial Banking – Absa’~~ ~~is the portion of Absa’s results that is reported by Barclays within the Global Retail and Commercial Banking business.~~

‘Absa Capital’ ~~is the~~The portion of Absa’s results that is reported by Barclays within the Barclays Capital business.

‘Absa Card’ The portion of Absa’s results that arises from the Absa credit card business and is reported within Barclaycard.

‘Absa Group Limited’ Refers to the consolidated results of the South African group of which the Parent Company is listed on the Johannesburg Stock Exchange (JSE Limited) in which Barclays owns a controlling stake.

‘ABX Index’ An index tracking the yields of a basket of credit default swaps linked to sub-prime mortgages, widely used in the industry.

‘ABX.HE Index’ An index referencing the yield on a basket of 20 subprime mortgage-backed securities, widely used in the industry.

‘Adjusted Gross Leverage’ The multiple of adjusted total tangible assets over total qualifying Tier 1 capital. Adjusted total tangible assets are total assets less derivative counterparty netting, assets under management on the balance sheet, settlement balances, goodwill and intangible assets. See ‘Tier 1 Capital’ below.

‘Alt-A’ Loans regarded as lower risk than sub-prime, but with higher risk characteristics than lending under normal criteria. See Risk Management section – Credit Market Exposures.

‘Annual Earnings at Risk (AEaR)’ is the sensitivity of annual earnings to shocks in market rates, at approximately 99th percentile for change over one year. For interest rates this equates to a 2% parallel shift in rates. For equity indices, it equates to a 25% change from one-year end to the next, or 15% from one-year end to the next year’s average.

‘Arrears’ Customers are said to be in arrears when they are behind in fulfilling their obligations with the result that an outstanding loan is

unpaid or overdue. Such a customer is also said to be in a state of delinquency. When a customer is in arrears, his entire outstanding balance is said to be delinquent, meaning that delinquent balances are the total outstanding loans on which payments are overdue.

‘Asset backed products’ As used in Note 50, asset backed products are debt and derivative products that are linked to the cash flow of a referenced asset. This category includes asset backed loans; collateralised debt obligations (CDOs); collateralised loan obligations (CLOs); asset backed credit derivatives (ABS CDS); asset backed and mortgage backed securities.

‘Asset Backed Securities (ABS)’ Securities that represent an interest in an underlying pool of referenced assets. The referenced pool can comprise any assets which attract a set of associated cash flows but are commonly pools of residential or commercial mortgages and, in the case of Collateralised Debt Obligations (CDOs), the referenced pool may be ABS or other classes of assets. See Risk Management section – Credit Market Exposures.

‘Average balances’ which make up the average balance sheet are based upon daily averages for most UK banking operations and monthly averages outside the UK.

‘Average base rates’ Average of the official base rate.

‘Average net income generated per member of staff’ Total operating income compared to the average number of employees for the reporting period.

‘Backstop facility’ A standby facility, that is a liquidity arrangement whereby another party agrees to make a payment should the primary party not do so.

‘Basis point’ One hundredth of a per cent (0.01%), so 100 basis points is 1%. Used in quoting movements in interest rates or yields on securities.

‘CMBS Index Products (CMBX)’ The CMBX is a series of CMBS credit default swap indices. It allows investors to take diversified exposure (long or short) synthetically across rating categories. CMBX is administered by Markit, which serves as the calculation and marketing agent for CMBX.

‘CMBS IG Index’ An index compiled by Barclays Capital, which measures the return for CMBS securities with an original deal size of $500m or greater, combined with a required rating of Baa3/BBB- or higher (investment grade). In addition, maturity must be equal to or greater than one year and no floating rate certificates may be included.

‘Collateralised Debt Obligations (CDOs)’ Securities issued by a third party which reference Asset Backed Securities (ABSs) (defined above) and/or certain other related assets purchased by the issuer. CDOs may feature exposure to sub-prime mortgage assets through the underlying assets. CDO2 securities represent investments in CDOs that have been securitised by a third party. See Risk Management section – Credit Market Exposures.

316

~~Barclays~~

~~Annual Report 2008~~

Glossary of terms

continued

‘Collateralised Loan Obligation (CLO)’ A security backed by the repayments from a pool of commercial loans. The payments may be made to different classes of owners (in tranches). See Risk Management section – Credit Market Exposures.

‘Collateralised Synthetic Obligation (CSO)’ A form of synthetic collateralised debt obligation (CDO) that does not hold assets like bonds or loans but invests in credit default swaps (CDSs) or other non-cash assets to gain exposure to a portfolio of fixed income assets.

‘Commercial Mortgage Backed Securities (CMBS)’ Securities that represent interests in a pool of commercial mortgages. Investors in these securities have the right to cash received from future mortgage payments (interest and/or principal). See Risk Management section – Credit Market Exposures.

‘Commercial Real Estate’ Includes office buildings, industrial property, medical centres, hotels, malls, retail stores, shopping centres, farm land, multifamily housing buildings, warehouses, garages, and industrial properties. Commercial real estate loans are those backed by a package of commercial real estate assets. See Risk Management section – Credit Market Exposures.

‘Commercial Paper’ An unsecured promissory note issued to finance short-term credit needs. It specifies the face amount paid to investors on the maturity date.

‘Commodity products’ As used in Note 50, these products are exchange traded and OTC derivatives based on a commodity underlying (e.g. metals, precious metals, oil and oil related, power and natural gas).

‘Compensation:income ratio’ Staff compensation based costs compared to total income net of insurance claims.

‘Conduits’ A financial vehicle that holds asset-backed debt such as mortgages, vehicle loans, and credit card receivables, all financed with short-term loans (generally commercial paper) that use the asset-backed debt as collateral. The profitability of a conduit depends on the ability to roll over maturing short-term debt at a cost that is lower than the returns earned from asset-backed securities held in the portfolio. See Risk Management section – Credit Market Exposures.

‘Core Tier 1 capital’ Called-up share capital and eligible reserves plus equity non-controlling interests, less intangible assets and deductions relating to the excess of expected loss over regulatory impairment allowance and securitisation positions as specified by the FSA.

‘Core Tier 1 capital ratio’ Core Tier 1 capital as a percentage of risk weighted assets.

‘Cost: income ratio’ Operating expenses compared to total income net of insurance claims.

‘Cost:net income ratio’ Operating expenses compared to total income net of insurance claims less impairment charges.

‘Coverage ratio (CRL)’ Impairment allowances as a percentage of CRL balances.

‘Credit conversion factors (CCFs)’ The portion of an off-balance sheet commitment drawn in the event of a future default. The conversion factor is expressed as a percentage. The conversion factor is used to calculate the exposure at default (EAD).

‘Credit Default Swaps (CDS)’ A credit derivative is an arrangement whereby the credit risk of an asset (the reference asset) is transferred from the buyer to the seller of protection. A credit default swap is a contract where the protection seller receives premium or interest-related payments in return for contracting to make payments to the protection buyer in the event of a defined credit event. Credit events normally include bankruptcy, payment default on a reference asset or assets, or downgrades by a rating agency.

‘Credit Derivative Product Company (CDPC)’ A company that sells protection on credit derivatives. CDPCs are similar to monoline insurers.

However, unlike monoline insurers, they are not regulated as insurers. See Risk Management section – Credit Market Exposures.

‘Credit market exposures’ Relates to commercial real estate and leveraged finance businesses that have been significantly impacted by the continued deterioration in the global credit markets. The exposures include positions subject to fair value movements in the Income Statement, positions that are classified as loans and advances and available for sale.

‘Other credit products’ As used in Note 50, these are products linked to the credit risk of a referenced entity, index or a basket. This category includes collateralised synthetic obligations (non-asset backed CDOs) and OTC derivatives. The OTC derivatives are namely, CDS single name; CDS index; CDS index tranche and Nth to default basket swaps (in which the payout is linked to one in a series of defaults, such as first-, second- or third-to-default, with the contract terminating at that point).

‘Credit Risk Loans (CRLs)’ A loan becomes a credit risk loan when evidence of deterioration has been observed, for example a missed payment or other breach of covenant. A loan may be reported in one of three categories: impaired loans, accruing past due 90 days or more or impaired and restructured loans. These may include loans which, while impaired, are still performing but have associated individual impairment allowances raised against them.

‘Credit spread’ The yield spread between securities with the same coupon rate and maturity structure but with different associated credit risks, with the yield spread rising as the credit rating worsens. It is the premium over the benchmark or risk-free rate required by the market to accept a lower credit quality.

‘Credit Valuation Adjustment (CVA)’ The difference between the risk-free value of a portfolio of trades and the market value which takes into account the counterparty’s risk of default. The CVA therefore represents an estimate of the adjustment to fair value that a market participant would make to incorporate the credit risk of the counterparty due to any failure to perform on contractual agreements.

‘Customer deposits’ Money deposited by all individuals and companies that are not credit institutions. Such funds are recorded as liabilities in the Group’s balance sheet under Customer Accounts.

‘Daily Value at Risk (DVaR)’ An estimate of the potential loss which might arise from market movements under normal market conditions, if the current positions were to be held unchanged for one business day, measured to a confidence level. (Also see VaR).

‘Debit Valuation Adjustment (DVA)’ The opposite of credit valuation adjustment (CVA). It is the difference between the risk-free value of a portfolio of trades and the market value which takes into account Barclays Group’s risk of default. The DVA, therefore, represents an estimate of the adjustment to fair value that a market participant would make to incorporate the credit risk of Barclays Group due to any failure to perform on contractual agreements. The DVA decreases the value of a liability to take into account a reduction in the remaining balance that would be settled should Barclays Group default or not perform in terms of contractual agreements.

‘Debt restructuring’ This is when the terms and provisions of outstanding debt agreements are changed. This is often done in order to improve cash flow and the ability of the borrower to repay the debt. It can involve altering the repayment schedule as well as reducing the debt or interest charged on the loan.

‘Delinquency’ See ‘Arrears’.

‘Dividend payout ratio’ Yearly dividends paid per share as a fraction of earnings per share.

‘Economic capital’ An internal measure of the minimum equity and preference capital required for the Group to maintain its credit rating based upon its risk profile.


		~~313~~		317

LOGO

‘Equity products’ As used in Note 50, these products are linked to equity markets. This category includes listed equities, exchange traded derivatives, equity derivatives, preference shares and contract for difference (CFD) products.

‘Equity structural hedge’ An interest rate hedge which functions to reduce the impact of the volatility of short-term interest rate movements on equity positions on the balance sheet that do not reprice with market rates.

‘Expected loss’ The Group measure of anticipated loss for exposures captured under an internal ratings based credit risk approach for capital adequacy calculations. It is measured as the Barclays modelled view of anticipated loss based on Probability of Default (PD), Loss Given Default (LGD) and Exposure at Default (EAD), with a one-year time horizon.

‘Exposure in the event of default (EAD)’ The estimation of the extent to which Barclays may be exposed to a customer or counterparty in the event of, and at the time of, that counterparty’s default. At default, the customer may not have drawn the loan fully or may already have repaid some of the principal, so that exposure is typically less than the approved loan limit.

‘FICO score’ A credit score, based on the Fair Isaac Corporation (being the US rating company that wrote the software that calculates the scores).

‘First/Second Lien’ First lien: debt that places its holder first in line to collect compensation from the sale of the underlying collateral in the event of a default on the loan. Second lien: debt that is issued against the same collateral as higher lien debt but that is subordinate to it. In the case of default, compensation for this debt will only be received after the first lien has been repaid and thus represents a riskier investment than the first lien. See Risk Management section – Credit Market Exposures.

‘Full time equivalent’ Full time equivalent employee units are the on-job hours paid for employee services divided by the number of ordinary-time hours normally paid for a full-time staff member when on the job (or contract employee where applicable).

‘Funds and fund-linked products’ As used in Note 50, this category includes holdings in mutual funds, hedge funds, fund of funds and fund linked derivatives.

‘Funded/unfunded’ Exposures where the notional amount of the transaction is either funded or unfunded. Represents exposures where a commitment to provide future funding has been made and the funds have been released/not released.

‘FX products’ As used in Note 50, these products are derivatives linked to the foreign exchange market. This category includes FX spot and forward contracts; FX swaps; FX options.

‘Gain on acquisition’ The amount by which the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities, recognised in a business combination, exceeds the cost of the combination.

‘Global Retail and Commercial Banking – Absa’ The portion of Absa’s results that is reported within the Global Retail and Commercial Banking business.

‘Home Loans’ A loan to purchase a residential property which is then used as collateral to guarantee repayment of the loan. The borrower gives the lender a lien against the property, and the lender can foreclose on the property if the borrower does not repay the loan per the agreed terms. Also known as a residential mortgage.

‘Impaired loans’ Loans are reported as Credit Risk Loans (defined above) and comprise loans where individual identified impairment allowance has been raised and also include loans which are fully collateralised or where indebtedness has already been written down to the expected realisable value. The impaired loan category may include loans, which, while impaired, are still performing.

‘Impairment allowances’ A provision held on the balance sheet as a result of the raising of a charge against profit for the incurred loss

inherent in the lending book. An impairment allowance may either be identified or unidentified and individual or collective.

‘Income’ Total income net of insurance claims, unless otherwise specified.

‘Individually/Collectively Assessed’ Impairment is measured individually for assets that are individually significant, and collectively where a portfolio comprises homogenous assets and where appropriate statistical techniques are available.

‘Interest rate products’ As used in Note 50, these are products with a payoff linked to interest rates. This category includes interest rate swaps, swaptions, caps and exotic interest rate derivatives.

‘Investment grade’ A debt security, treasury bill or similar instrument with a credit rating measured by external agencies of AAA to BBB.

‘LCDX Index’ The Loan Credit Default Swap Index, a generally accepted loan-only credit default swap index created by CDSIndexCo. The LCDX index is a tradeable index with 100 equally-weighted underlying single-name loan-only credit default swaps (LCDS).

‘Leveraged Finance’ Loans or other financing agreements provided to companies whose overall level of debt is high in relation to their cash flow (net debt: EBITDA) typically arising from private equity sponsor led acquisitions of the businesses concerned.

‘Liquidity and Credit enhancements’ Credit enhancement facilities are used to enhance the creditworthiness of financial obligations and cover losses due to asset default. Two general types of credit enhancement are third-party loan guarantees and self-enhancement through over collateralization. Liquidity enhancement makes funds available if required, for other reasons than asset default, e.g. to ensure timely repayment of maturing commercial paper.

‘Liquidity pool/buffer’ The Group liquidity pool comprises cash at central banks and highly liquid collateral specifically held by the Group as contingency to enable the bank to meet cash outflows in the event of stressed market conditions.

‘Loan loss rate’ Defined as total credit impairment charge (excluding available for sale assets and reverse repurchase agreements) divided by gross loans and advances to customers and banks (at amortised cost).

‘Loan to deposit ratio’ The ratio of wholesale and retail loans and advances to customers net of impairment allowance divided by customer deposits. ‘Loan funding ratio’ The ratio of wholesale and retail loans and advances to customers net of impairment allowance, divided by the total of customer accounts, long-term debt (>1 yr) and equity.

‘Loan to value ratio (LTV)’ The amount of a first mortgage lien as a percentage of the total appraised value of real property. The LTV ratio is used in determining the appropriate level of risk for the loan and therefore the price of the loan to the borrower. LTV ratios may be expressed in a number of ways, including origination LTV and mark to market (MTM) LTV. Origination LTVs use the current outstanding loan balance and the value of the property at origination of the loan. MTM LTVs use the current outstanding loan value and the current value of the property (which is estimated using one or more external house price indices).

‘Loans past due’ Loans are past due when a counterparty has failed to make a payment when contractually due.

‘Loss Given Default (LGD)’ The fraction of Exposure at Default (EAD) (defined above) that will not be recovered following default. LGD comprises the actual loss (the part that is not expected to be recovered), together with the economic costs associated with the recovery process.

‘Markit LCDX Index’ An index compiled by Markit Inc, a specialist securities market researcher, compiled by reference to first lien loans issued by 100 entities listed on the Markit Syndicated Secured List, widely used in the industry.

‘Medium Term Notes (MTNs)’ Corporate notes continuously offered by a company to investors through a dealer. Investors can choose from differing maturities, ranging from nine months to 30 years.


318

Glossary of terms

continued

‘Monoline’ An entity which specialises in providing credit protection to the holders of debt instruments in the event of default by a debt security counterparty. This protection is typically held in the form of derivatives such as credit default swaps (CDS) referencing the underlying exposures held. See Risk Management section – Credit Market Exposures.

‘Monoline Wrapped’ Debt instruments for which credit enhancement or protection by a monoline insurer has been obtained. The wrap is credit protection against the notional and principal interest cash flows due to the holders of debt instruments in the event of default in payment of these by the underlying counterparty. Therefore, if a security is monoline wrapped its payments of principal and interest are guaranteed by a monoline insurer. See Risk Management section – Credit Market Exposures.

‘Mortgage Backed Securities (MBS)’ Securities that represent interests in a group of mortgages. Investors in these securities have the right to cash received from future mortgage payments (interest and/or principal). See Risk Management section – Credit Market Exposures.

‘Mortgage vintage’ The year the mortgage was issued.

‘Mortgage related securities’ Securities which are referenced to underlying mortgages. See RMBS, CMBS and MBS.

‘Net Asset Value per Share’ Computed by dividing shareholders’ equity excluding non-controlling interests by the number of issued ordinary shares.

‘Net Interest Margin’ The margin is expressed as annualised net interest income for GRCB and Barclays Wealth divided by the sum of the average assets and average liabilities for GRCB and Barclays Wealth.

‘Net Tangible Asset Value per Share’ Computed by dividing shareholders’ equity excluding non-controlling interests less goodwill and intangible assets, by the number of issued ordinary shares.

‘Non-asset backed debt instruments’ As used in Note 50, these products are debt instruments. This category includes government bonds; US agency bonds; corporate bonds; commercial paper; certificates of deposit; convertible bonds; corporate bonds and issued notes.

‘Non-investment grade’ A debt security, treasury bill or similar instrument with a credit rating measured by external agencies of BB+ or below.

‘Notional Collateral’ Collateral based on the notional amount of a financial instrument.

‘Over the counter derivatives (OTC)’ Contracts that are traded (and privately negotiated) directly between two parties, without going through an exchange or other intermediary. They offer flexibility because, unlike standardised exchange-traded products, they can be tailored to fit specific needs.

‘Own Credit’ The effect of the Group’s own credit standing on the fair value of financial liabilities.

‘PCRL Coverage ratio’ Impairment allowances as a percentage of total CRL (credit risk loan) & PPL (potential problem loan) balances. See CRL and PPL.

‘Potential Credit Risk Loans (PCRLs)’ Comprise the outstanding balances to Potential Problem Loans (defined below) and the three categories of Credit Risk Loans (defined above).

‘Potential Problem Loans (PPLs)’ Loans where serious doubt exists as to the ability of the borrowers to continue to comply with repayment terms in the near future.

‘Prime’ Loans of a higher credit quality and would be expected to satisfy the criteria for inclusion into Government programmes.

‘Principal transactions’ Principal transactions comprise net trading income and net investment income.

‘Private equity investments’ As used in Note 50, private equity is equity securities in operating companies not quoted on a public exchange. Investment in private equity often involves the investment of capital in private companies or the acquisition of a public company that results in the delisting of public equity. Capital for private equity investment is raised by retail or institutional investors and used to fund investment strategies such as leveraged buyouts, venture capital, growth capital, distressed investments and mezzanine capital.

‘Probability of default (PD)’ The likelihood that a loan will not be repaid and will fall into default. PD may be calculated for each client who has a loan (normally applicable to wholesale customers/clients) or for a portfolio of clients with similar attributes (normally applicable to retail customers). To calculate PD, Barclays assesses the credit quality of borrowers and other counterparties and assigns them an internal risk rating. Multiple rating methodologies may be used to inform the rating decision on individual large credits, such as internal and external models, rating agency ratings, and for wholesale assets market information such as credit spreads. For smaller credits, a single source may suffice such as the result from an internal rating model.

‘Product structural hedge’ An interest rate hedge which functions to reduce the impact of the volatility of short-term interest rate movements on-balance sheet positions that can be matched to a specific product, e.g. customer balances that do not reprice with market rates.

‘Renegotiated loans’ Loans and advances are generally renegotiated either as part of an ongoing customer relationship or in response to an adverse change in the circumstances of the borrower. In the latter case renegotiation can result in an extension of the due date of payment or repayment plans under which the Group offers a concessionary rate of interest to genuinely distressed borrowers. This will result in the asset continuing to be overdue and will be individually impaired where the renegotiated payments of interest and principal will not recover the original carrying amount of the asset. In other cases, renegotiation will lead to a new agreement, which is treated as a new loan.

‘Repo/Reverse repo’ A repurchase agreement that allows a borrower to use a financial security as collateral for a cash loan at a fixed rate of interest. In a repo, the borrower agrees to sell a security to the lender subject to a commitment to repurchase the asset at a specified price on a given date. For the party selling the security (and agreeing to repurchase it in the future) it is a repo; for the party on the other end of the transaction (buying the security and agreeing to sell in the future) it is a reverse repurchase agreement or reverse repo.

‘Residential Mortgage Backed Securities (RMBS)’Securities that represent interests in a group of residential mortgages. Investors in these securities have the right to cash received from future mortgage payments (interest and/or principal). See Risk Management section – Credit Market Exposures.

‘Restructured loans’ ‘Impaired and restructured loans’ comprises loans where, for economic or legal reasons related to the debtor’s financial difficulties, a concession has been granted to the debtor that would not otherwise be considered. Where the concession results in the expected cash flows discounted at the original effective interest rate being less than the loan’s carrying value, an impairment allowance will be raised.

‘Retail Loans’ Loans to individuals rather than institutions. This includes both secured and unsecured loans such as mortgages and credit card balances.

‘Risk asset ratio’ A measure of the risk attached to the assets of a business using definitions of capital and risk weightings established in accordance with the Basel Capital Accord as implemented by the FSA.

‘Risk weighted assets’ A measure of a bank’s assets adjusted for their associated risks. Risk weightings are established in accordance with the Basel Capital Accord as implemented by the FSA.


				319

LOGO

‘Securitisation’ A process by which debt instruments are aggregated into a pool, which is used to back new securities. A company sells assets to an SPV (special purpose vehicle) who then issues securities backed by the assets based on their value. This allows the credit quality of the assets to be separated from the credit rating of the original company and transfers risk to external investors.

‘SIV Lites’ Are SPEs (Special Purpose Entities) which invest in diversified portfolios of interest earning assets to take advantage of the spread differentials between the assets in the SIV and the funding cost. Unlike SIVs they are not perpetual, making them look more like CDOs, which have fixed maturity dates. See Risk Management section – Credit Market Exposures.

‘Special Purpose Entities (SPEs)’ Entities that are created to accomplish a narrow and well defined objective. There are often specific restrictions or limits around their ongoing activities. Transactions with SPEs take a number of forms, including:

–	The provision of financing to fund asset purchases, or commitments to provide finance for future purchases.

–	Derivative transactions to provide investors in the SPE with a specified exposure.

–	The provision of liquidity or backstop facilities which may be drawn upon if the SPE experiences future funding difficulties.

–	Direct investment in the notes issued by SPEs.

‘Structural hedge’An interest rate hedge which functions to reduce the impact of the volatility of short-term interest rate movements on positions that exist within the balance sheet that carry interest rates that do not reprice with market rates. See also equity structural hedge and product structural hedge.

‘Structured Investment Vehicles (SIVs)’ SPEs (Special Purpose Entities) which invest in diversified portfolios of interest earning assets to take advantage of the spread differentials between the assets in the SIV and the funding cost. See Risk Management section – Credit Market Exposures.

‘Structural liquidity’ The liquidity available from current positions – principally unpledged marketable assets and holdings of term liabilities with long remaining lives.

‘Structured finance/notes’ A structured note is an investment tool which pays a return linked to the value or level of a specified asset or index and sometimes offers capital protection if the value declines. Structured notes can be linked to equities, interest rates, funds, commodities and foreign currency.

‘Subordination’ The state of prioritising repayments of principal and interest on debt to a creditor lower than repayments to other creditors by the same debtor. That is, claims of a security are settled by a debtor to a creditor only after the claims of securities held by other creditors of the same debtor have been settled.

‘Subordinated liabilities’ Liabilities which, in the event of insolvency or liquidation of the issuer, are subordinated to the claims of depositors and other creditors of the issuer.

‘Sub-Prime’ Defined as loans to borrowers typically having weakened credit histories that include payment delinquencies and potentially more severe problems such as court judgements and bankruptcies. They may also display reduced repayment capacity as measured by credit scores, high debt-to-income ratios, or other criteria indicating heightened risk of default. See Risk Management section – Credit Market Exposures.

‘Tier 1 capital’ A measure of a bank's financial strength defined by the FSA. It captures Core Tier 1 capital plus other Tier 1 securities in issue, but is subject to a deduction in respect of material holdings in financial companies.

‘Tier 1 capital ratio’ The ratio expresses Tier 1 capital as a percentage of risk weighted assets.

‘Tier 2 capital’ Defined by the FSA. Broadly, it includes qualifying subordinated debt and other Tier 2 securities in issue, eligible collective impairment allowances, unrealised available for sale equity gains and revaluation reserves. It is subject to deductions relating to the excess of expected loss over regulatory impairment allowance, securitisation positions and material holdings in financial companies.

‘Top-line income’ Income before own credit gains/losses and credit market write-downs.

‘Total shareholder return (TSR)’ Defined as the value created for shareholders through share price appreciation, plus reinvested dividend payments.

‘Value at Risk (VaR)’ An estimate of the potential loss which might arise from market movements under normal market conditions, if the current positions were to be held unchanged for one business day, measured to a confidence level. (Also see DVaR).

‘Whole loans’ A mortgage loan sold in its entirety when the buyer assumes the entire loan along with its rights and responsibilities. A whole loan is differentiated from investments in which the buyer becomes part owner of a pool of mortgages. See Risk Management section – Credit Market Exposures.

‘Write-Down’After an advance has been identified as impaired and is subject to an impairment allowance, the stage may be reached whereby it is concluded that there is no realistic prospect of further recovery. Write-downs will occur when, and to the extent that, the whole or part of a debt is considered irrecoverable.

Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.


Date March ~~24, 2009~~19th, 2010	Barclays PLC (Registrant)

	By	/s/ Chris Lucas
		Chris Lucas, Group Finance Director

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.


Date March ~~24, 2009~~19th, 2010	Barclays Bank PLC (Registrant)

	By	/s/ Chris Lucas
		Chris Lucas, Group Finance Director

BACK COVER

EXHIBIT INDEX


EXHIBIT NUMBER		DESCRIPTION
1.1		Memorandum ~~and Articles~~ of Association of Barclays PLC

1.2		Articles of Association of Barclays PLC (incorporated by reference to the 2008 Form 20-F filed on March 24^th, 2009)

1.3		Memorandum and Articles of Association of Barclays Bank PLC (incorporated by reference to the 2008 Form 20-F filed on March 24th, 2009)

2.1		Long term debt instruments

4.1		Rules of the Barclays Group Performance Share Plan (2005) (incorporated by reference to the 2006 Form 20-F filed on March 26^th, 2007)

4.2		Rules of the Barclays PLC Renewed 1986 Executive Share Option Scheme (incorporated by reference to the Barclays PLC Registration Statement on Form S-8 (File no. 333-153723) filed on September 29^th, 2008)

4.3		Rules of the Barclays PLC Approved Incentive Share Option Plan (incorporated by reference to the Barclays PLC Registration Statement on Form S-8 (File no. 333-153723) filed on September 29^th, 2008)

4.4		Rules of the Barclays PLC Unapproved Incentive Share Option Plans (incorporated by reference to the Barclays PLC Registration Statement on Form S-8 (File no. 333-153723) filed on September 29^th, 2008)

4.5		Rules of the Barclays PLC Executive Share Award Scheme (incorporated by reference to the Barclays PLC Registration Statement on Form S-8 (File no. 333-153723) filed on September 29^th, 2008)

4.6		Rules of the Barclays Group Special Award Performance Share Plan (incorporated by reference to the Barclays PLC Registration Statement on Form S-8 (File no. 333-153723) filed on September 29^th, ~~2008)~~2008

4.7		Rules of the Barclays Group Incentive Share Plan (incorporated by reference to the Barclays PLC Registration Statement on Form S-8 (File no. 333-153723) filed on September 29^th, 2008)

4.8		Rules of Barclays Bank PLC 1999 Directors Deferred Compensation Plan (amended and restated, effective January 1, 2008) (incorporated by reference to Barclays Bank PLC’s Registration Statement on Form S-8 (File no. 333-149301) filed on February 19, 2008)


~~EXHIBIT~~ ~~NUMBER~~		~~DESCRIPTION~~
4.9		Rules of Barclays Bank PLC Senior Management Deferred Compensation Plan (amended and restated, effective January 1, 2008) (incorporated by reference to Barclays Bank PLC’s Registration Statement on Form S-8 (File no. 333-149302) filed on February 19, 2008)

4.10		Service Contract – John Varley (incorporated by reference to the 2003 Form 20-F filed on March 26^th, 2004)

4.11		Service Contract and Subsequent Side Letter to Service Contract – Gary Hoffman (incorporated by reference to the 2005 Form 20-F filed on March 29^th, 2006)


EXHIBIT NUMBER		DESCRIPTION
4.12		Service Contract – Robert E. Diamond Jr (incorporated by reference to the 2005 Form 20-F filed on March 29^th, 2006)

4.13		~~Employment Contract and Assignment Agreement – Frederik Seegers (incorporated by reference to the 2006 Form 20-F filed on March 26~~^th~~, 2007)~~

~~4.14~~		Contract of Employment – Christopher Lucas (incorporated by reference to the 2006 Form 20-F filed on March 26^th, 2007)

~~4.15~~4.14		Addendum to contract of employment between Barclays Bank plc and Gary Hoffman (incorporated by reference to the 2006 Form 20-F filed on March 26^th, 2007)

~~4.16~~4.15		Addendum to contract of employment between Barclays Bank plc and John Varley (incorporated by reference to the 2006 Form 20-F filed on March 26^th, 2007)

~~4.17~~4.16		Appointment Letter and Subsequent Amendment to appoint as Senior Independent Director – Sir Richard Broadbent (incorporated by reference to the 2004 Form 20-F filed on March 24^th, 2005)

~~4.18~~		~~Appointment Letter – Professor Dame Sandra Dawson (incorporated by reference to the 2004 Form 20-F filed on March 24~~^th~~, 2005)~~

~~4.19~~		~~Appointment Letter and Subsequent Amendment to appoint as Deputy Chairman – Sir Nigel Rudd (incorporated by reference to the 2004 Form 20-F filed on March 24~~^th~~, 2005)~~

~~4.20~~		~~Appointment Letter – Stephen Russell (incorporated by reference to the 2004 Form 20-F filed on March 24~~^th~~, 2005)~~

~~4.21~~4.17		Appointment Letter – Leigh Clifford (incorporated by reference to the 2004 Form 20-F filed on March 24^th, 2005)

~~4.22~~4.18		Appointment Letter – Sir Andrew Likierman (incorporated by reference to the 2004 Form 20-F filed on March 24^th, 2005)


~~EXHIBIT~~ ~~NUMBER~~		~~DESCRIPTION~~
~~4.23~~4.19		Appointment Letter – Dr Daniël Cronjé (incorporated by reference to the 2005 Form 20-F filed on March 29^th, 2006)

~~4.24~~4.20		Appointment Letter – John Sunderland (incorporated by reference to the 2005 Form 20-F filed on March 29^th, 2006)

~~4.25~~4.21		Appointment Letter – Marcus Agius (incorporated by reference to the 2006 Form 20-F filed on March 26^th, 2007)

~~4.26~~4.22		Appointment Letter – Fulvio Conti (incorporated by reference to the 2006 Form 20-F filed on March 26^th, 2007)

~~4.27~~4.23		Appointment Letter – David Booth (incorporated by reference to the 2007 20-F filed on March 26^th, 2008)

~~4.28~~4.24		Appointment Letter – Sir Michael Rake (incorporated by reference to the 2007 20-F filed on March 26^th, 2008)

~~4.29~~4.25		Appointment Letter – ~~Patience Wheatcroft~~Simon Fraser (incorporated by reference to the ~~2007~~2008 Form 20-F filed on March 26^th,24th, 2008)

~~4.30~~4.26		Appointment Letter – ~~Simon Fraser~~Reuben Jeffery III

~~4.31~~4.27		Indemnity Letter – John Varley (incorporated by reference to the 2005 Form 20-F filed on March 29^th, 2006)

~~4.32~~4.28		Indemnity Letter – Gary Hoffman ~~(incorporated by reference to the 2005 Form 20-F filed on March 29~~^th~~, 2006)~~

~~4.33~~		~~Indemnity Letter – Robert E. Diamond Jr (incorporated by reference to the 2005 Form 20-F filed on March 29~~^th~~, 2006)~~

~~4.34~~		~~Indemnity Letter – Sir Richard Broadbent (incorporated by reference to the 2005 Form 20-F filed on March 29~~^th~~, 2006)~~

~~4.35~~		~~Indemnity Letter – Professor Dame Sandra Dawson~~ (incorporated by reference to the 2005 Form 20-F filed on March 29^th, 2006)


EXHIBIT NUMBER		DESCRIPTION
~~4.36~~ 4.29		Indemnity Letter – ~~Sir Nigel Rudd~~Robert E. Diamond Jr (incorporated by reference to the 2005 Form 20-F filed on March 29^th, 2006)

~~4.37~~ 4.30		Indemnity Letter – ~~Stephen Russell~~Sir Richard Broadbent (incorporated by reference to the 2005 Form 20-F filed on March 29^th, 2006)

~~4.38~~ 4.31		Indemnity Letter – Leigh Clifford (incorporated by reference to the 2005 Form 20-F filed on March 29^th, 2006)

~~4.39~~ 4.32		Indemnity Letter – Sir Andrew Likierman (incorporated by reference to the 2005 Form 20-F filed on March 29^th, 2006)

~~4.40~~ 4.33		Indemnity Letter – Dr Daniël Cronjé (incorporated by reference to the 2005 Form 20-F filed on March 29^th, 2006)

~~4.41~~ 4.34		Indemnity Letter – John Sunderland (incorporated by reference to the 2005 Form 20-F filed on March 29^th, 2006)

~~4.42~~ 4.35		Term sheet for Barclays PLC Warrants (incorporated by reference to the 2008 Form 20-F filed March 24^th, 2008)

~~4.43~~ 4.36		~~Term Sheet for~~Amended and Restated Stock Purchase Agreement, dated as of June 16, 2009, by and among Barclays Bank PLC, ~~£4.05 billion Mandatory Convertible Notes (MCNs)~~Barclays PLC (solely for the purposes of Section 6.16, Section 6.18 and Section 6.24) and BlackRock, Inc.

4.37		Stockholder Agreement, dated as of December 1, 2009, by and among BlackRock, Inc., Barclays Bank PLC and Barclays BR Holdings S.à r.l.

7.1		Ratios of earnings ~~under IFRS~~ to fixed charges

7.2		Ratios of earnings ~~under IFRS~~ to combined fixed charges, preference share dividends and similar appropriations

8.1		List of subsidiaries

11.1		Code of Ethics (incorporated by reference to the 2003 Form 20-F filed on March 26^th, 2004)

12.1		Certifications filed pursuant to 17 CFR 240. 13(a)-14(a)

13.1		Certifications filed pursuant to 17 CFR 240. 13(a) and 18 U.S.C 1350(a) and 1350(b)

15.1		Consent of PricewaterhouseCoopers LLP for incorporation by reference of reports in certain securities registration statements of Barclays PLC and Barclays Bank PLC.


Commission file numbers	Barclays PLC	1-09246
	Barclays Bank PLC	1-10257


~~Form 20-F~~ ~~item number~~Barclays PLC	25p ordinary shares	~~Page and caption references~~ ~~in this document~~* 11,411,577,230
1Barclays Bank PLC	~~Identity of Directors, Senior Management and Advisers~~£1 ordinary shares	~~Not applicable~~
2	~~Offer Statistics and Expected Timetable~~	~~Not applicable~~
3	~~Key Information~~	2,342,558,515
	~~A. Selected financial data~~£1 preference shares	~~2, 12, 304~~1,000
	~~B. Capitalization and indebtedness~~£100 preference shares	~~Not applicable~~
	~~C. Reason for the offer and use of proceeds~~	~~Not applicable~~
	~~D. Risk factors~~	~~57-61~~
4	~~Information on the Company~~
	~~A. History and development of the company~~	~~176, 234(Note 38)-239(Note 42),~~ ~~244(Events after balance sheet date), 305~~
	~~B. Business overview~~	~~30, 135-136, 202-204(Note 14), 232(Note 36), 279-284 (Note 53)~~
	~~C. Organizational structure~~	~~238(Notes 40 and 41), 239(Note 42)~~
	~~D. Property, plants and equipment~~	~~210(Note 23), 233-224(Note 37)~~
4A	~~Unresolved staff comments~~	~~Not applicable~~
5	~~Operating and Financial Review and Prospects~~
	~~A. Operating results~~	~~2-52, 135-136, 202-204(Note 14), 232(Note 36), 267(Note 48)~~
	~~B. Liquidity and capital resources~~	~~17, 91-92, 111-116, 193, 202-204(Note 14), 214-218(Note 27), 219(Note 29), 226-228(Note 31), 230-231(Note 34), 268-272(Note 49), 278(Note 52)~~
	~~C. Research and development, patents and licenses, etc.~~	~~Not applicable~~
	~~D. Trend information~~	11
	~~E. Off-balance sheet arrangements~~	~~25-26~~
	~~F. Tabular disclosure of contractual obligations~~	19
	~~G. Safe harbor~~	~~Inside front cover~~ ~~(Forward-looking statements)~~
6	~~Directors, Senior Management and Employees~~
	~~A. Directors and senior management~~	~~138-139~~
	~~B. Compensation~~	~~157-172, 220-226(Note 30), 240-243(Note 43)~~
	~~C. Board practices~~	~~138-139, 141-156, 165-166~~
	~~D. Employees~~	~~9-10, 55~~
	~~E. Share ownership~~	~~157-172, 243(Note 43)~~
7	~~Major Shareholders and Related Party Transactions~~
	~~A. Major shareholders~~	~~141, 176~~
	~~B. Related party transactions~~	~~240-243(Note 43)~~
	~~C. Interests of experts and counsel~~	~~Not applicable~~
8	~~Financial Information~~
	~~A. Consolidated statements and other financial information~~	~~11, 140, 177-298, 305-306~~
	~~B. Significant changes~~	~~11, 189, 244(Note 44)~~
9	~~The Offer and Listing~~	75,000
	~~A. Offer and listing details~~€100 preference shares	~~303~~240,000
	~~B. Plan of distribution~~$0.25 preference shares	~~Not applicable~~237,000,000
	~~C. Markets~~$100 preference shares	~~302~~
	~~D. Selling shareholders~~	~~Not applicable~~
	~~E. Dilution~~	~~Not applicable~~
	~~F. Expenses of the issue~~	~~Not applicable~~
10	~~Additional Information~~
	~~A. Share capital~~	~~Not applicable~~
	~~B. Memorandum and Articles of Association~~	~~305-307~~
	~~C. Material contracts~~	~~142, 165-166, 227-228(Note 31)~~
	~~D. Exchange controls~~	~~239(Note 42), 309~~
	~~E. Taxation~~	~~307-309~~
	~~F. Dividends and paying agents~~	~~Not applicable~~
	~~G. Statement by experts~~	~~Not applicable~~
	~~H. Documents on display~~	~~309~~
	~~I. Subsidiary information~~	~~238(Note 40)~~
11	~~Quantitative and Qualitative Disclosures about Market Risk~~	~~56-134, 250(Note 46)-272(Note 49)~~
12	~~Description of Securities Other than Equity Securities~~	~~Not applicable~~
13	~~Defaults, Dividend Arrearages and Delinquencies~~	~~Not applicable~~
14	~~Material Modifications to the Rights of Security Holders and Use of Proceeds~~	~~Not applicable~~
15	~~Controls and Procedures~~
	~~A. Disclosure controls and procedures~~	~~174~~
	~~B. Management’s annual report on internal control over financial reporting~~	~~173~~
	~~C. Attestation report of the registered public accounting firm~~	~~177-178~~
	~~D. Changes in internal control over financial reporting~~	~~174~~
~~15T~~	~~Controls and Procedures~~	~~173-174, 177~~
~~16A~~	~~Audit Committee Financial Expert~~	~~149~~
~~16B~~	~~Code of Ethics~~	~~155~~
~~16C~~	~~Principal Accountant Fees and Services~~	~~142, 151(Non-Audit Services Policy), 198-199(Note 9)~~
~~16D~~	~~Exemptions from the Listing Standards for Audit Committees~~	~~Not applicable~~
~~16E~~	~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~	~~227(Share repurchase)~~
~~16F~~	~~Change in Registrant’s Certifying Accountant~~	~~Not applicable~~
~~16G~~	~~Corporate Governance~~	~~143, 155~~
17	~~Financial Statements~~	~~Not applicable~~
18	~~Financial Statements~~	~~175-300~~
19	~~Exhibits~~	~~Exhibit Index~~100,000


Title of Each Class		Name of Each Exchange On Which Registered
~~7.4% Subordinated Notes 2009~~		~~New York Stock Exchange~~
Callable Floating Rate Notes 2035		New York Stock Exchange
Non-Cumulative Callable Dollar Preference Shares, Series 2		New York Stock Exchange*
American Depository Shares, Series 2, each representing one Non-Cumulative Callable Dollar Preference Share, Series 2		New York Stock Exchange
Non-Cumulative Callable Dollar Preference Shares, Series 3		New York Stock Exchange*
American Depository Shares, Series 3, each representing one Non-Cumulative Callable Dollar Preference Share, Series 3		New York Stock Exchange
Non-Cumulative Callable Dollar Preference Shares, Series 4		New York Stock Exchange*
American Depository Shares, Series 4, each representing one Non-Cumulative Callable Dollar Preference Share, Series 4		New York Stock Exchange
Non-Cumulative Callable Dollar Preference Shares, Series 5		New York Stock Exchange*
American Depository Shares, Series 5, each representing one Non-Cumulative Callable Dollar Preference Share, Series 5		New York Stock Exchange
iPath^® Dow Jones – ~~AIG Grains total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones – AIG Livestock Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones – AIG Nickel Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones – AIG Copper Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones – AIG Energy Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones – AIG Agriculture Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones – AIG Natural Gas total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones – AIG Industrial Metals Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones-AIG Softs Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones-AIG Tin Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones-AIG Coffee Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones-AIG Cotton Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones-AIG Sugar Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones-AIG Precious Metals Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones-AIG Platinum Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones-AIG Cocoa Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones-AIG Lead Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones-AIG Aluminum Total Return Sub-Index~~^SM ~~ETN~~		~~NYSE Arca~~
~~iPath~~^® G~~lobal Carbon ETN~~		~~NYSE Arca~~
~~iPath~~^® ~~Dow Jones – AIG~~UBS Commodity Index Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Agriculture Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Aluminum Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Cocoa Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Coffee Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Copper Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Cotton Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Energy Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Grains Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Industrial Metals Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Lead Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Livestock Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Natural Gas Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Nickel Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Platinum Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Precious Metals Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Softs Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Sugar Subindex Total Return^SM ETN		NYSE Arca
iPath^® Dow Jones – UBS Tin Subindex Total Return^SM ETN		NYSE Arca
iPath^®S&P GSCI^TM® Total Return Index ETN		NYSE Arca
iPath^® S&P GSCI^® Crude Oil Total Return Index ETN		NYSE Arca
iPath^® CBOE S&P ~~GSCI~~500 BuyWrite Index^TMSM ~~Total Return Index~~ ETN		NYSE Arca
iPath^® MSCI India Index^SM ETN		NYSE Arca
iPath^® EUR/USD Exchange Rate ETN		NYSE Arca
iPath^® GBP/USD Exchange Rate ETN		NYSE Arca
iPath^® JPY/USD Exchange Rate ETN		NYSE Arca
iPath^® S&P500 VIX Short-Term Futures^TM ETN		NYSE Arca
iPath^® S&P 500 VIX Mid-Term Futures^TM ETN		NYSE Arca
iPath^® ~~CBOE S&P 500 BuyWrite Index~~^SMGlobal Carbon ETN		NYSE Arca
iPath^® Optimized Currency Carry ETN		NYSE Arca
Barclays GEMS Index^TM ETN		NYSE Arca
Barclays GEMS Asia 8 ETN		NYSE Arca
Barclays Asian and Gulf Currency Revaluation ETN		NYSE Arca
Barclays ~~GEMS~~ETN + Short C Leveraged Exchange Traded Notes Linked to the Inverse Performance of the S&P 500^® Total Return Index^TMSM ~~ETN~~		~~American Stock~~NYSE Arca
Barclays ETN + Short D Leveraged Exchange Traded Notes Linked to the Inverse Performance of the S&P 500^® Total Return Index^SM		NYSE Arca
Barclays ETN + Long B Leveraged Exchange Traded Notes Linked to the S&P 500^® Total Return Index^SM		NYSE Arca
Barclays ETN + Short B Leveraged Exchange Traded Notes Linked to the Inverse Performance of the S&P 500^® Total Return Index^SM		NYSE Arca
Barclays ETN + Long C Leveraged Exchange Traded Notes Linked to the S&P 500^® Total Return Index^SM		NYSE Arca


Barclays PLC	25p ordinary shares	~~8,371,830,617~~11,411,577,230
Barclays Bank PLC	£1 ordinary shares	~~2,338,170,515~~2,342,558,515
	£1 preference shares	1,000
	£100 preference shares	75,000
	€100 preference shares	240,000
	$0.25 preference shares	237,000,000
	$100 preference shares	100,000


~~Business review~~		1

~~Financial review~~		1

~~Corporate sustainability~~		53

~~Our people~~		55

~~Risk management~~		56

~~Governance~~		~~137~~

~~Board and Executive Committee~~		~~138~~

~~Directors’ report~~		~~140~~

~~Corporate governance report~~		~~143~~

~~Remuneration report~~		~~157~~

~~Accountability and audit~~		~~173~~

~~Financial statements~~		~~175~~

~~Presentation of information~~		~~176~~

~~Independent Auditors’ report/Independent Registered Public Accounting Firm’s report~~		~~177~~

~~Consolidated accounts Barclays PLC~~		~~179~~

~~Barclays Bank PLC data~~		~~285~~

~~Shareholder information~~		~~301~~


~~Consolidated income statement~~		2

~~Income statement commentary~~		3

~~Consolidated balance sheet~~		12

~~Balance sheet commentary~~		13

~~Capital management~~		17

~~Additional financial disclosure~~		18

~~Deposits and short-term borrowings~~		18

~~Commitments and contractual obligations~~		19

~~Securities~~		20

~~Average balance sheet~~		21

~~Off-balance sheet arrangements~~		25

~~Critical accounting estimates~~		27

~~Business description~~		30

~~Analysis of results by business~~		registrants until their fiscal year ending December 31,


	2008^b	2007^b	2007	2006
	Basel II	Basel II	Basel I	Basel I
	£m	£m	£m	£m
UK Retail Banking	30,491	31,463	46,059	43,020
Barclays Commercial
Bank	63,081	57,040	54,325	50,302
Barclaycard	27,316	20,199	19,690	16,873
GRCB
– Western Europe	36,480	24,971	24,462	17,567
GRCB
– Emerging Markets	15,080	10,484	6,050	3,255
GRCB – Absa	18,846	17,829	22,448	19,809
Barclays Capital	227,448	178,206	169,124	137,635
Barclays Global Investors	3,910	4,369	1,994	1,375
Barclays Wealth	10,300	8,216	7,692	6,077
Head office functions and other operations	350	1,101	1,632	1,920
Total risk weighted assets	433,302	353,878	353,476	297,833


Key facts
	2008		2007		2006
Personal Customers
Number of UK current accounts^a		11.7m		11.3m		11.5m
Number of UK savings accounts		12.0m		11.1m		11.0m
Total UK mortgage balances	£	82.3bn	£	69.8bn	£	61.7bn
Local Business
Number of Local Business customers		660,000		643,000		630,000


Key facts
League table rankings	2008	2007	2006
Rankings:
Global All Bonds	1	2	1
US Investment Grade	3	10	7
US Government Securities Survey	1	1	8
Foreign Exchange Survey	3	5	4
US M&A	4	–	–


An international picture
	2008	2007^a
FTE by world region
UK	60,700	61,900
Africa and Middle East	55,700	51,748
Continental Europe	13,400	9,750
Americas	15,700	6,413
Asia Pacific	10,800	5,089
Total	156,300	134,900
FTE by business unit
UK Retail Banking	30,400	30,700
Barclays Commercial Bank	9,800	9,200
Barclaycard	9,600	8,900
GRCB – Western Europe	10,900	8,800
GRCB – Emerging Markets	22,700	13,900
GRCB – Absa	36,800	35,800
Barclays Capital	23,100	16,200
Barclays Global Investors	3,700	3,400
Barclays Wealth	7,900	6,900
Head office and other operations	1,400	1,100
Total	156,300	134,900
Global employment statistics
FTE	156,300	134,900
Total employee headcount	161,000	141,885
Percentage of female employees	53.1%	56.3%
Percentage of female senior executives	15.2%	13.7%
Percentage of female senior managers	24.6%	20.6%
Percentage working part time	8.5%	12.4%
Turnover rate	20.9%	18.3%
Resignation rate	12.1%	12.3%
Sickness absence rate^b	2.3%	3.0%


	2008	2007^a
UK employment statistics
FTE	60,700	61,900
Average length of service (years)	9.2	9.7
Percentage working part time	16.1%	16.8%
Sickness absence rate^c	3.1%	3.0%
Turnover rate	19.3%	16.6%
Resignation rate	12.2%	11.1%
Women in Barclays
Percentage of all employees	56.1%	58.0%
Percentage of management grades	28.0%	28.4%
Percentage of senior executives	14.6%	13.0%
Ethnic minorities in Barclays
Percentage of all employees	12.3%	12.3%
Percentage of management grades	11.5%	10.0%
Percentage of senior executives	8.0%	6.6%
Disabled employees in Barclays
Percentage of all employees^d	2.0%	3.4%
Age profile
Employees under 25	15.5%	16.5%
Employees aged 25-29	18.5%	17.0%
Employees aged 30-49	55.8%	54.2%
Employees aged 50+	10.2%	10.3%
Pensions
Barclays UK Retirement Fund active members	58,316	53,473
Current pensioners	50,499	48,607



Barclays probability of default grades (wholesale)

DG/TTC	Default Probability
Band	>=Min	Mid	<Max
1	0.00%	0.010%	0.02%
2	0.02%	0.025%	0.03%
3	0.03%	0.040%	0.05%
4	0.05%	0.075%	0.10%
5	0.10%	0.125%	0.15%
6	0.15%	0.175%	0.20%
7	0.20%	0.225%	0.25%
8	0.25%	0.275%	0.30%
9	0.30%	0.350%	0.40%
10	0.40%	0.450%	0.50%
11	0.50%	0.550%	0.60%
12	0.60%	0.900%	1.20%
13	1.20%	1.375%	1.55%
14	1.55%	1.850%	2.15%
15	2.15%	2.600%	3.05%
16	3.05%	3.750%	4.45%
17	4.45%	5.400%	6.35%
18	6.35%	7.500%	8.65%
19	8.65%	10.000%	11.35%
20	11.35%	15.000%	18.65%
21	18.65%	30.000%	100.00%


As at 31st December 2008	Drawn £m	Undrawn £m	Total £m
Business and other services	1,083	288	1,371
Construction	12	5	17
Energy and water	43	17	60
Financial institutions and services	58	10	68
Manufacturing	307	130	437
Postal and communications	35	2	37
Property	26	5	31
Transport	14	43	57
Wholesale and retail distribution and leisure	297	70	367
Total exposure	1,875	570	2,445


Table 10: Home loans three-month arrears^{a, b}
	As at 31.12.08 %	As at 30.06.08 %	As at 31.12.07 %
UK	0.91	0.70	0.63
Spain	0.76	0.46	0.24
South Africa	2.11	0.96	0.25


Table 13: Impairment Charges and Other Credit Provisions
	Year Ended 31.12.08 £m	Year Ended 31.12.07 £m
UK Retail Banking	602	559
Barclays Commercial Bank	414	292
Barclaycard	1,097	827
GRCB – Western Europe	296	76
GRCB – Emerging Markets	166	39
GRCB – Absa	347	146
Barclays Capital	419	64
Barclays Wealth	44	7
Head office functions and other operations	11	3
Group Total	3,396	2,013
ABS CDO Sub-Prime and other credit
Market Provisions	1,763	782
Group Total (Including ABS CDO)	5,159	2,795
Other AFS Assets and Reverse Repos	260	–
Group Total
(Including ABS CDO and AFS/Reverse Repos)	5,419	2,795


As at 31.12.09	Treasury and other eligible bills £m	Debt securities £m	Total £m	%
AAA to BBB- (investment grade)	13,950	151,621	165,571	91.8
BB+ to B	1,895	10,297	12,192	6.8
B- or lower	–	2,571	2,571	1.4
Total	15,845	164,489	180,334	100.0
Of which issued by:
– governments and other public bodies	15,845	72,238	88,083	48.8
– US agency	–	23,924	23,924	13.3
– mortgage and asset-backed securities	–	17,826	17,826	9.9
– corporate and other issuers	–	41,641	41,641	23.1
– bank and building society certificates of deposit	–	8,860	8,860	4.9
Total	15,845	164,489	180,334	100.0
Of which classified as:
– trading portfolio assets	9,926	116,594	126,520	70.2
– financial instruments designated at fair value	–	4,007	4,007	2.2
– available for sale securities	5,919	43,888	49,807	27.6
Total	15,845	164,489	180,334	100.0

As at 31.12.08
AAA to BBB- (investment grade)	7,314	198,493	205,807	91.6
BB+ to B	1,233	15,309	16,542	7.4
B- or lower	–	2,343	2,343	1.0
Total	8,547	216,145	224,692	100.0
Of which issued by:
– governments and other public bodies	8,547	73,881	82,428	36.7
– US agency	–	34,180	34,180	15.2
– mortgage and asset-backed securities	–	34,844	34,844	15.5
– corporate and other issuers	–	55,244	55,244	24.6
– bank and building society certificates of deposit	–	17,996	17,996	8.0
Total	8,547	216,145	224,692	100.0
Of which classified as:
– trading portfolio assets	4,544	148,686	153,230	68.2
– financial instruments designated at fair value	–	8,628	8,628	3.8
– available for sale securities	4,003	58,831	62,834	28.0
Total	8,547	216,145	224,692	100.0


		$m^a		£m^a
US Residential Mortgages	Notes	As at 31.12.08	As at 31.12.07	As at 31.12 .08	As at 31.12.07
ABS CDO Super Senior	A1	4,526	9,356	3,104	4,671
Other US sub- prime	A2	5,017	10,089	3,441	5,037
Alt-A	A3	6,252	9,847	4,288	4,916
US RMBS exposure wrapped by monoline insurers	A4	2,389	1,462	1,639	730

Commercial mortgages
Commercial real estate	B1	16,882	22,239	11,578	11,103
Commercial mortgage-backed securities	B1	1,072	2,596	735	1,296
CMBS exposure wrapped by monoline insurers	B2	2,703	395	1,854	197

Other Credit Market Exposures
Leveraged finance^b	C1	15,152	18,081	10,391	9,027
SIVs and SIV-Lites	C2	1,404	1,570	963	784
CDPCs	C3	218	39	150	19
CLO and other exposure wrapped by monoline insurers	C4	7,202	817	4,939	408


	ABS CDO Super Senior £m	Other US sub -prime £m	Alt-A £m	RMBS Wrapped by Monoline insurers £m	Commercial real estate loans £m	Commercial mortgage backed securities £m		CMBS wrapped by monoline insurers £m	Leveraged finance £m	SIVs and SIV-Lites £m	CDPCs £m	CLO and other exposure wrapped by monoline insurers £m	As at 31.12.08 £m
Debt securities		782	2,532			1,420				11			4,745
Trading portfolio assets		782	2,532			1,420				11			4,745
Loans and advances		1,565	778		11,555					531			14,429
Financial assets designated at fair value		1,565	778		11,555					531			14,429
Derivative financial instruments		643	398	1,639	23	(685	)	1,854		273	150	4,939	9,234
Loans and advances to customers	3,104	195							9,361	148			12,808
Debt securities		147	580										727
Available for sale financial instruments		147	580										727
Other assets		109											109
Exposure on balance sheet	3,104	3,441	4,288	1,639	11,578	735		1,854	9,361	963	150	4,939


	As at 31.12.08	As at 31.12.07
Sub-prime Collateral by Vintage
2005 and earlier	71%	54%
2006	27%	41%
2007 and 2008	2%	5%
Alt-A Collateral by Vintage
2005 and earlier	73%	49%
2006	22%	40%
2007 and 2008	5%	11%
US RMBS Collateral by Vintage
2005 and earlier	72%	53%
2006	25%	40%
2007 and 2008	3%	7%


	31.12.08 High Grade	31.12.07 High Grade	31.12.07 Mezzanine	31.12.07 Total
Sub-prime US RMBS Ratings
AAA/AA	42%	43%	2%	30%
A/BBB	21%	51%	82%	60%
Non-investment Grade	37%	6%	16%	10%
Alt-A RMBS Ratings
AAA/AA	66%	89%	47%	85%
A/BBB	7%	8%	45%	12%
Non-investment Grade	27%	3%	8%	3%
Total US RMBS Ratings
AAA/AA	50%	63%	14%	50%
A/BBB	13%	31%	70%	41%
Non-investment Grade	37%	6%	16%	9%


	As at 31.12.08 £m	As at 31.12.07 £m		Marks at 31.12.08	Marks at 31.12.07
	As at 31.12.08 £m	As at 31.12.07 £m		Marks at 31.12.08	Marks at 31.12.07
Whole loans – performing	1,290	2,805		80%	100%
Whole loans – more than 60 days past due	275	372		48%	65%
Total whole loans	1,565	3,177		72%	94%
AAA securities	111	735		40%	92%
Other sub-prime securities	818	525		23%	61%
Total securities gross of hedges	929	1,260		25%	76%
Hedges	–	(369	)
Securities (net of hedges)	929	891
Residuals	–	233		–	24%
Other exposures with underlying sub-prime collateral:
– Derivatives	643	333		87%	100%
– Loans	195	346		70%	100%
– Real Estate	109	57		46%	68%
Total other direct and indirect exposure	1,876	1,860
Total	3,441	5,037


Leveraged Finance Exposure by Region
	As at 31.12.08 £m		As at 31.12.07 £m
UK	4,810		4,401
US	3,830		3,037
Europe	1,640		1,568
Asia	226		211
Total lending and commitments	10,506		9,217
Identified and unidentified impairment^a	(115	)	(190	)
Net lending and commitments	10,391		9,027


Leveraged finance exposure by industry
	As at 31.12.08			As at 31.12.07
	Drawn £m	Undrawn £m	Total £m	Drawn £m	Undrawn £m	Total £m
Insurance	2,546	31	2,577	2,456	78	2,534
Telecoms	2,998	211	3,209	2,259	240	2,499
Retail	904	128	1,032	828	132	960
Health care	659	144	803	577	141	718
Media	655	89	744	469	127	596
Services	568	131	699	388	134	522
Manufacturing	500	102	602	371	125	496
Chemicals	317	26	343	46	286	332
Other	329	168	497	233	327	560
Total	9,476	1,030	10,506	7,627	1,590	9,217


SIVs/SIV-Lites
	As at 31.12.08 £m	As at 31.12.07 £m	Marks at 31.12.08	Marks at 31.12.07
Liquidity facilities	679	466	62%	100%
Bond inventory	11	52	7%	37%
Derivatives	273	266
Total	963	784


Exposure by credit rating of CDPC
	As at 31.12.08
	Notional £m	Gross exposure £m	Credit valuation adjustment £m		Net exposure £m
AAA/AA	796	77	(14	)	63
A/BBB	976	87	–		87
Total	1,772	164	(14	)	150

	As at 31.12.07
AAA/AA	1,262	19	–		19


DVaR (95%)
	12 months to 31st December 2008				12 months to 31st December 2007
	Average £m		High £m	Low £m	Average £m		High £m	Low £m
Interest rate risk	28.9		47.8	15.1	15.3		26.5	10.0
Credit spread risk	31.1		71.7	15.4	17.3		28.0	10.8
Commodity risk	18.1		25.4	12.5	15.3		19.0	10.7
Equity risk	9.1		21.0	4.8	8.0		12.1	4.5
Foreign exchange risk	5.9		13.0	2.1	3.8		7.2	2.1
Diversification effect^a	(39.7	)	n/a	n/a	(27.2	)	n/a	n/a
Total DVaR	53.4		95.2	35.5	32.5		40.9	25.2


DVaR (98%)
	12 months to 31st December 2008				12 months to 31st December 2007
	Average £m		High £m	Low £m	Average £m		High £m	Low £m
Interest rate risk	45.0		80.9	21.0	20.0		33.3	12.6
Credit spread risk	54.0		143.4	30.1	24.9		43.3	14.6
Commodity risk	23.9		39.6	16.5	20.2		27.2	14.8
Equity risk	12.8		28.9	6.7	11.2		17.6	7.3
Foreign exchange risk	8.1		21.0	2.9	4.9		9.6	2.9
Diversification effect^a	(67.3	)	n/a	n/a	(39.2	)	n/a	n/a
Total DVaR	76.5		158.8	47.5	42.0		59.3	33.1


Table 1: Expected Net Cash Inflows/(Outflows) on a Behavioural Basis
	Up to 1 yr £bn	1-3yrs £bn	3-5yrs £bn	Over 5 yrs £bn
As at 31.12.08	20	34	14	(95	)


Table 2: Global Retail and Commercial Banking Deposit Balances
	As at 31.12.08 £bn	As at 30.06.08 £bn	As at 31.12.07 £bn	As at 30.06.07 £bn	As at 31.12.06 £bn
Total customer deposits	235	218	211	200	190


Table 1: Risk Tendency by business
	2008 £m	2007 £m
UK Retail Banking	520	470
Barclays Commercial Bank	400	305
Barclaycard	1,475	955
GRCB – Western Europe	270	135
GRCB – Emerging Markets	350	140
GRCB – Absa	255	190
Barclays Capital	415	140
Barclays Wealth	20	10
Head office functions and other operations^a	5	10
Risk Tendency by business	3,710	2,355


Table 2: Loans and advances
	2008 £m	2007 £m
Retail businesses
Customers	201,588	162,081
Total retail businesses	201,588	162,081
Wholesale businesses
Banks	47,758	40,123
Customers	266,750	187,086
Total wholesale businesses	314,508	227,209
Loans and advances	516,096	389,290


Table 2: Interest rate sensitivity of loans and advances
	2009			2008
At 31st December	Fixed rate £m	Variable rate £m	Total £m	Fixed rate £m	Variable rate £m	Total £m
Banks	15,898	25,298	41,196	12,101	35,657	47,758
Customers	94,470	336,489	430,959	98,404	369,934	468,338


Table 12: Foreign outstandings in currencies other than the local currency of the borrower for countries where this exceeds 1% of total Group assets
	As % of assets	Total £m	Banks and other financial institutions £m	Governments and official institutions £m	Commercial industrial and other private sectors £m
At 31st December 2008
United States	3.1	63,614	16,724	2	46,888
Cayman Islands	1.2	23,765	271	–	23,494
At 31st December 2007
United States	2.1	26,249	7,151	6	19,092
At 31st December 2006
United States	1.7	16,579	7,307	89	9,183

Discontinued operations

Profit for the year from discontinued operations, including gain on disposal