FINAL NOTICE

E14 5HP

ACTION

1.
For the reasons given in this notice, the FSA hereby imposes on Barclays Bank Plc
(“Barclays”) a financial penalty of £59.5 million in accordance with section 206 of
the Financial Services and Markets Act 2000 (the “Act”).

2.
Barclays agreed to settle at an early stage of the FSA’s investigation. Barclays
therefore qualified for a 30% (stage 1) discount under the FSA’s executive
settlement procedures. Were it not for this discount, the FSA would have imposed a
financial penalty of £85 million on Barclays.

SUMMARY OF REASONS

3.
The London Interbank Offered Rate (“LIBOR”) and the Euro Interbank Offered
Rate (“EURIBOR”) are benchmark reference rates fundamental to the operation of
both UK and international financial markets, including markets in interest rate
derivatives contracts.

4.
LIBOR and EURIBOR are by far the most prevalent benchmark reference rates used
in euro, US dollar and sterling over the counter (“OTC”) interest rate derivatives

contracts and exchange traded interest rate contracts. The notional amount
outstanding of OTC interest rate derivatives contracts in the first half of 2011 has
been estimated at 554 trillion US dollars.1 The total value of volume of short term
interest rate contracts traded on LIFFE in London in 2011 was 477 trillion euro2
including over 241 trillion euro relating to the three month EURIBOR futures
contract (the fourth largest interest rate futures contract by volume in the world).3

5.
LIBOR and EURIBOR are used to determine payments made under both OTC
interest rate derivatives contracts and exchange traded interest rate contracts by a
wide range of counterparties including small businesses, large financial institutions
and public authorities. Benchmark reference rates such as LIBOR and EURIBOR
also affect payments made under a wide range of other contracts including loans and
mortgages.

6.
The integrity of benchmark reference rates such as LIBOR and EURIBOR is
therefore of fundamental importance to both UK and international financial markets.

7.
Barclays breached Principles 2, 3 and 5 of the FSA’s Principles for Businesses
through misconduct relating to its submission of rates which formed part of the
LIBOR and EURIBOR setting processes. There was a risk that Barclays’
misconduct would threaten the integrity of those benchmark reference rates.

Inappropriate submissions following requests by derivatives traders

8.
Barclays acted inappropriately and breached Principle 5 on numerous occasions
between January 2005 and July 2008 by making US dollar LIBOR and EURIBOR
submissions which took into account requests made by its interest rate derivatives
traders (“Derivatives Traders”). At times these included requests made on behalf of
derivatives traders at other banks. The Derivatives Traders were motivated by profit
and sought to benefit Barclays’ trading positions.

9.
The definitions of LIBOR and EURIBOR require submissions from contributing
banks based on borrowing or lending in the interbank market. The definitions do not
allow for consideration of derivatives traders’ positions. It was inappropriate for
Barclays to make US dollar LIBOR and EURIBOR submissions which took its
Derivatives Traders’ positions (or the positions of traders at other banks) into
account. Barclays did not therefore observe proper standards of market conduct
when making US dollar LIBOR and EURIBOR submissions.

10.
Barclays also breached Principle 5 on numerous occasions between February 2006
and October 2007 by seeking to influence the EURIBOR (and to a much lesser

1
‘OTC derivatives market activity in the first half of 2011’, Bank for International Settlements
(November 2011). www.bis.org/publ/otc_hy1111.pdf

2
NYSE Liffe Statistics, 2006 to 30 December 2011, Product Type: Derivatives, Region: Amsterdam,
Brussels, Lisbon, London, Paris.
https://globalderivatives.nyx.com/sites/globalderivatives.nyx.com/files/nyse_liffe_statistics_dec_2011.
xls
3
Futures Industry Association; Annual Volume Survey 2011 by Will Acworth.

3

extent the US dollar LIBOR) submissions of other banks contributing to the rate
setting process.

11.
Where Barclays made submissions which took into account the requests of its own
Derivatives Traders, or sought to influence the submissions of other banks, there was
a risk that the published LIBOR and EURIBOR rates would be manipulated.
Barclays could have benefitted from this misconduct to the detriment of other
market participants. Where Barclays acted in concert with other banks, the risk of
manipulation increased materially.

Inappropriate submissions to avoid negative media comment

12.
Barclays acted inappropriately and breached Principle 5 on numerous occasions
between September 2007 and May 2009 by making LIBOR submissions which took
into account concerns over the negative media perception of Barclays’ LIBOR
submissions.

13.
Liquidity issues were a particular focus for Barclays and other banks during the
financial crisis and banks’ LIBOR submissions were seen by some commentators as
a measure of their ability to raise funds. Barclays was identified in the media as
having higher LIBOR submissions than other contributing banks at the outset of the
financial crisis. Barclays believed that other banks were making LIBOR
submissions that were too low and did not reflect market conditions. The media
questioned whether Barclays’ submissions indicated that it had a liquidity problem.
Senior management at high levels within Barclays expressed concerns over this
negative publicity.

14.
Senior management’s concerns in turn resulted in instructions being given by less
senior managers at Barclays to reduce LIBOR submissions in order to avoid
negative media comment. The origin of these instructions is unclear. Barclays’
LIBOR submissions continued to be high relative to other contributing banks’
submissions during the financial crisis.

Systems and controls failings

15.
Barclays breached Principle 3 from January 2005 until June 2010 (the “Relevant
Period”) by failing to have adequate risk management systems or effective controls
in place in relation to its LIBOR and EURIBOR submissions processes. Barclays
had no specific systems and controls in place relating to its LIBOR and EURIBOR
submissions processes until December 2009 (when Barclays started to improve its
systems and controls).

16.
The extent of Barclays’ misconduct was exacerbated by these inadequate systems
and controls. Barclays failed, at a number of appropriate points during the Relevant
Period, to review whether its systems and controls were adequate.

Compliance failings

17.
Barclays failed to conduct its business with due skill, care and diligence when
considering issues raised internally in relation to its LIBOR submissions. Barclays
therefore breached Principle 2. LIBOR issues were escalated to Barclays’

Investment Banking compliance function (“Compliance”) on three occasions during
2007 and 2008. In each case Compliance failed to assess and address the issues
effectively.

18.
Compliance’s failures meant that Barclays’ breaches of Principles 5 and 3 were
allowed to continue. Compliance’s failures also led to unclear and insufficient
communication about issues to the FSA.

19.
The integrity of benchmark reference rates such as LIBOR and EURIBOR is of
fundamental importance to both UK and international financial markets. Barclays’
misconduct could have caused serious harm to other market participants. Barclays’
misconduct also created the risk that the integrity of LIBOR and EURIBOR would
be called into question and that confidence in or the stability of the UK financial
system would be threatened.

20.
The FSA therefore considers it is appropriate to impose a very significant financial
penalty of £59.5 million on Barclays in relation to its misconduct during the
Relevant Period.

21.
In determining the appropriate level of penalty, the FSA has had regard to mitigating
factors. In particular, Barclays has provided extremely good co-operation during the
course of the FSA’s investigation. Barclays’ co-operation has enabled the FSA to
conduct its investigation efficiently and expeditiously.

FACTS AND MATTERS

22.
This Notice sets out facts and matters relevant to the following:

A. background (see paragraphs 23 to 51);

B. inappropriate US dollar LIBOR and EURIBOR submissions made following
requests from Derivatives Traders (see paragraphs 52 to 101);

C. inappropriate LIBOR submissions during the financial crisis (see paragraphs 102
to 145);

D. Barclays’ systems and controls (see paragraphs 146 to 161); and

E. the involvement of Compliance (see paragraphs 162 to 184).

23.
This section (paragraphs 23 to 51) provides relevant background information about:

i.
the operation of international money markets and the relevance of LIBOR
and EURIBOR to those markets;

ii.
the definitions of LIBOR and EURIBOR;

iii.
the methods by which LIBOR and EURIBOR are set; and

iv.
the relevance of LIBOR and EURIBOR to interest rate derivatives
contracts.

The money markets

24.
Barclays may borrow money from, or lend money to, other financial institutions
each day, including in Asia, Europe and the US. Barclays may borrow or lend
money for specific periods of time (referred to as “maturities”) at particular rates of
interest (“transacted rates”).

25.
Where Barclays borrows or lends money for short periods of time (for example in
maturities of one month, three months, six months or one year), this is described as
borrowing or lending in the money markets. Barclays uses the money markets for
liquidity management purposes. The individuals at Barclays with responsibility for
liquidity management work on Barclays’ “Money Markets Desk”.

26.
The Money Markets Desk obtains short term funding at rates offered to Barclays by
other financial institutions, including through intermediaries (“Brokers”). The rates
offered, amounts borrowed, currencies and maturities vary from transaction to
transaction. The number and type of transactions also vary each day.

27.
Where Barclays’ Money Markets Desk enters into transactions with other banks (as
opposed to non-bank financial institutions such as money market funds) it is
operating in the “interbank market”.

28.
The transacted rate for a transaction in the money markets will often be defined by
reference to a benchmark rate set by an industry body which can be referred to by
any market participant. For example, the transacted rate may be expressed as a
certain number of basis points higher than a specified benchmark reference rate.

29.
Both LIBOR and EURIBOR are benchmark rates that are widely used in the
international money markets. They are both published in a number of maturities
each day. For example, if a financial institution borrowed a certain amount of US
dollars for three months, it might agree to pay interest at a variable rate equal to the
three month US dollar LIBOR rate plus twenty basis points.

Definitions of LIBOR and EURIBOR

30.
LIBOR is published on behalf of the British Bankers’ Association4 (“BBA”) and
EURIBOR is published on behalf of the European Banking Federation5 (“EBF”).
LIBOR (in each relevant currency) and EURIBOR are set by reference to the
assessment of the interbank market made by a number of banks. Those banks are
selected by the BBA and EBF and each bank contributes rate submissions each day.
These submissions are not averages of the relevant banks’ transacted rates on a given

4
bbaLibor is the legal entity sponsoring LIBOR. The Foreign Exchange and Money Markets Committee
(“FX and MM Committee”) is responsible for the functioning and development of bbaLibor.
5
Euribor-EBF is the legal entity sponsoring EURIBOR.

day. Rather, both LIBOR and EURIBOR require contributing banks to exercise
their subjective judgement in evaluating the rates at which money may be available
in the interbank market in determining their submissions.

31.
Both LIBOR and EURIBOR have definitions which set out the nature of the
judgement required from the contributing banks in determining their submissions:

i.
since 1998, the LIBOR definition published by the BBA has been as
follows: “The rate at which an individual contributor panel bank could
borrow funds, were it to do so by asking for and then accepting interbank
offers in reasonable market size just prior to 11:00 London time”;6 and

ii.
EURIBOR is defined by the EBF as “The rate at which euro interbank term
deposits are being offered within the EMU7 zone by one prime bank to
another at 11:00 am Brussels time.”8

32.
The definitions are therefore different, LIBOR focussing on the contributor bank
itself and EURIBOR making reference to a hypothetical prime bank. However each
definition requires submissions related to funding from the contributing banks. The
definitions do not allow for consideration of factors unrelated to borrowing or
lending in the interbank market.

33.
The LIBOR and EURIBOR definitions are published and available to all participants
in both UK and international financial markets.

Method for setting LIBOR and EURIBOR

34.
Barclays is a contributor to various benchmark rates including LIBOR and
EURIBOR. LIBOR and EURIBOR are calculated as averages from submissions
made by a number of banks selected by the BBA or EBF. There are different panels
of banks that contribute submissions for each currency in which LIBOR is
published, and for EURIBOR. Barclays determines and makes submissions for
LIBOR in ten currencies (in 15 maturities from overnight to one year in each
currency) and for EURIBOR (also in 15 maturities) on a daily basis.

35.
Barclays delegates responsibility for determining and making its LIBOR and
EURIBOR submissions to a number of individuals (“Submitters”) on the Money
Markets Desk within Barclays. These individuals are responsible for managing
Barclays’ liquidity position and are therefore best placed within Barclays to assess
the rates at which cash may be available to Barclays in the money markets.
Barclays’ Submitters weigh up a number of factors relating to the interbank market
each day in order to determine Barclays’ LIBOR and EURIBOR submissions. The
Submitters input Barclays’ submissions into an electronic spreadsheet once they
have made their determination.

6
http://www.bbalibor.com/bbalibor-explained/definitions
7
European Monetary Union.
8
http://www.euribor-ebf.eu/euribor-org/about-euribor.html

7

36.
The LIBOR and EURIBOR submissions determined by Barclays are then
transmitted to Thomson Reuters. Thomson Reuters collates the submissions data
from each bank contributing rate submissions, checks for gross errors and calculates
the final average benchmark rates on behalf of the BBA (for LIBOR) and the EBF
(for EURIBOR). The calculations exclude the highest and lowest submission groups
and produce an average (the arithmetic mean) of the remaining rates:

i.
until February 2011 the US dollar LIBOR panel consisted of 16 banks and
the rate calculation for each maturity excluded the highest four and lowest
four submissions. An average of the remaining eight submissions was
taken to produce the final benchmark rates; and

ii.
throughout the Relevant Period the EURIBOR panel consisted of at least 40
banks and in each maturity the rate calculation excluded the highest 15%
and lowest 15% of all the submissions collated. A rounded average of the
remaining submissions was taken to produce the final benchmark rates.

37.
The submissions of each bank on the LIBOR and EURIBOR panels are published
each day, as are the final benchmark rates. Each bank’s submissions are accessible
to participants in both UK and international financial markets (through licensed
sources such as Thomson Reuters and Bloomberg).

Interest rate derivatives contracts

38.
Interest rate derivatives contracts are used by financial institutions to manage their
interest rate risks. Financial institutions may also make significant profits and losses
by entering into interest rate derivatives contracts.

39.
Research published by the Bank of International Settlements9 in relation to OTC
derivatives market activity in the first half of 2011 states that the notional amount
outstanding of OTC interest rate derivatives contracts (which includes forward rate
agreements, swaps and options) was approximately 554 trillion US dollars. This
included approximately 220 trillion US dollars of contracts referenced to euro rates,
171 trillion US dollars of contracts referenced to US dollar rates and 50 trillion US
dollars of contracts referenced to sterling rates.

40.
Statistics published by Euronext10 indicate that the total value of volume of short
term interest rate contracts traded on LIFFE in London in 2011 was 477 trillion euro,
including over 241 trillion euro relating to the three month EURIBOR futures
contract (the fourth largest interest rate futures contract by volume in the world).11
The Eurodollar futures contract traded on the CME in Chicago (which is the largest
interest rate futures contract by volume in the world) has US dollar LIBOR as its

9
‘OTC derivative market activity in the first half of 2011’, Bank for International Settlements
(November 2011). www.bis.org/publ/otc_hy1111.pdf
10
NYSE Liffe Statistics, 2006 to 30 December 2011, Product Type: Derivatives, Region: Amsterdam,
Brussels, Lisbon, London, Paris.
https://globalderivatives.nyx.com/sites/globalderivatives.nyx.com/files/nyse_liffe_statistics_dec_2011.
xls
11
Futures Industry Association; Annual Volume Survey 2011 by Will Acworth.

reference rate. The value of volume of that contract traded in 2011 was over 564
trillion US dollars.12

41.
Interest rate derivative contracts typically contain payment terms that refer to
benchmark rates. LIBOR and EURIBOR are by far the most prevalent benchmark
rates used in euro, US dollar and sterling OTC interest rate derivatives contracts and
exchange traded interest rate contracts. Benchmark reference rates such as LIBOR
and EURIBOR also affect payments made under a wide range of other contracts
including loans and mortgages. The integrity of benchmark reference rates such as
LIBOR and EURIBOR is therefore of fundamental importance to the integrity of
both UK and international financial markets.

42.
The types of interest rate derivatives contracts most relevant to the facts set out in
this Notice are OTC interest rate swaps and exchange traded interest rate futures.

43.
Simple OTC interest rate swaps consist of an agreement between two parties to pay
each other interest on a notional amount at specified rates and dates. A plain vanilla
interest rate swap will involve two payment obligations; one party will pay interest
at a fixed rate and the other party will pay interest at a variable (or floating) rate at
specified points over the term of the swap.

44.
Payments made or received periodically on the floating leg of a euro, US dollar or
sterling interest rate swap (often referred to as “reset payments” or “resets”) are most
commonly defined by reference to LIBOR or EURIBOR, including in standardised
derivatives contracts. Therefore changes in the LIBOR or EURIBOR rates will
affect the payment obligations under most euro, US dollar and sterling interest rate
swap contracts.

45.
Interest rate futures are an agreement between two parties to make a payment
referenced to an interest rate at an agreed price in the future. That payment, referred
to as the “settlement price” is commonly defined by reference to LIBOR and
EURIBOR rates. Interest rate futures contracts are traded on futures and options
exchanges, such as LIFFE in the UK. Again, changes in the LIBOR or EURIBOR
rates will affect the payment obligations under these futures contracts.

46.
Barclays’ Derivatives Traders routinely enter into many types of derivatives
contracts including OTC interest rate swaps and exchange traded interest rate
futures. At Barclays the desks on which the Derivatives Traders work are known as
“Swaps Desks”. Barclays’ Swaps Desks are organised by currency and subdivided
into trading books which concentrate on particular maturities. For example a trader
may work on the US dollar Swaps Desk trading, for example, interest rate
derivatives contracts in US dollars in maturities of one month, three months, six
months and one year.

47.
Derivatives Traders at Barclays enter into interest rate swaps as counterparties to
Barclays’ clients (in order to facilitate transactions for clients) and in order to
manage interest rate risks. Derivatives Traders at Barclays may also develop trading

12
Futures Industry Association; Annual Volume Survey 2011 by Will Acworth.

strategies by which they hope to make a profit from interest rate movements. Those
strategies might involve building up certain “positions”, for example by entering into
several contracts paying fixed rates.

48.
As described above, the payment obligations under interest rate derivatives contracts
are usually defined by reference to benchmark rates such as LIBOR and EURIBOR.
Barclays’ Derivatives Traders therefore stood to make profit or reduce loss through
movements in LIBOR or EURIBOR rates. Barclays’ Derivatives Traders knew on
any particular day what their books’ exposure to a one basis point (0.01%)
movement in LIBOR or EURIBOR was.

49.
For example, on any given day, the Derivatives Traders may have had exposures to
LIBOR or EURIBOR in particular maturities if reset payments were owed to or by
Barclays on OTC interest rate swap contracts or if the Derivatives Traders had
traded interest rate futures positions settling on that day. The amount owed to or by
Barclays could be affected by movements in LIBOR or EURIBOR. A beneficial
movement in the relevant benchmark rates could have made the Derivatives Traders
profit or reduced a loss. In relation to traded interest rate futures contracts, this
would be more likely on four quarterly dates each year – the International Money
Market dates (“IMM dates”).

50.
The IMM dates are the third Wednesday of March, June, September and December
each year and the majority of futures contracts settle on these dates13 (futures
contracts may also settle on the third Wednesday of any other month). For the
majority of interest rate futures contracts tied to LIBOR or EURIBOR, the
settlement price is calculated by reference to the final benchmark rates published by
Thomson Reuters two days prior to the settlement date. Therefore the LIBOR and
EURIBOR rates published on the third Monday of any month (and in particular of
March, June, September and December) are of particular relevance to traders with
interest rate futures positions.

51.
On occasion, Barclays’ Derivatives Traders’ positions were such that they stood to
benefit from the difference between certain maturities of LIBOR or EURIBOR rates
(the “spread”). For example, the Derivatives Traders may have benefitted if the
spread between the three month and six month EURIBOR rates was narrow. They
may also have benefitted from a particular spread between different benchmark
rates. For example, if the spread between three month EURIBOR and the Euro
Overnight Index Average (“EONIA”)14 was narrow. Barclays’ Derivatives Traders
therefore had a vested interest in the final benchmark LIBOR and EURIBOR rates
on any given day.

13
Adjusted by the relevant Business Day convention.
14
EONIA is a benchmark rate calculated as an average of transacted rates at which overnight transactions
are entered into by the same banks that contribute to EURIBOR.

B. Inappropriate US dollar LIBOR and EURIBOR submissions made following
requests from Derivatives Traders

52.
This section (paragraphs 52 to 101) sets out the facts and matters relevant to the US
dollar LIBOR and EURIBOR submissions made by Barclays following requests
from Derivatives Traders as follows:

i.
the methods used by Barclays’ Derivatives Traders seeking to influence
Barclays’ LIBOR and EURIBOR submissions by making requests for
particular submissions;

ii.
the internal communications sent by Barclays’ Submitters stating that they
had taken the Derivatives Traders’ requests into account;

iii.
an analysis of Barclays’ US dollar LIBOR and EURIBOR submissions
demonstrating that Barclays’ submissions were consistent with the
Derivatives Traders’ requests on the majority of occasions;

iv.
the requests sent by external traders to Barclays’ Derivatives Traders, which
were passed on to Barclays’ Submitters; and

v.
the attempts of Barclays’ Derivatives Traders to influence the EURIBOR
(and to a much lesser extent the US dollar LIBOR) submissions of other
banks by making requests, including examples of co-ordinated strategies to
influence the EURIBOR rates published by the EBF.

Internal requests for submissions from Barclays’ Derivatives Traders

53.
On numerous occasions between January 2005 and June 2009, Barclays’ Derivatives
Traders made requests to its Submitters for submissions based on their trading
positions. These included requests made on behalf of derivatives traders at other
banks. The Derivatives Traders were motivated by profit and sought to benefit
Barclays’ trading positions. The aim of these requests was to influence the final
benchmark LIBOR and EURIBOR rates published by the BBA and EBF.

54.
The misconduct involving internal requests to the Submitters at Barclays was
widespread, cutting across several currencies and occurring over a number of years.
The Derivatives Traders discussed the requests openly at their desks. At least one
Derivatives Trader at Barclays would shout across the euro Swaps Desk to confirm
that other traders had no conflicting preference prior to making a request to the
Submitters.

55.
Requests to Barclays’ Submitters were made verbally and a large amount of email
and instant message evidence consisting of Derivatives Traders’ requests also exists.
At times, requests made by email alone were sent by the Derivatives Traders nearly
every day. For example, requests were made by Barclays’ US dollar Derivatives
Traders on 16 out of the 20 days on which Barclays made US dollar LIBOR
submissions in February 2006 and on 14 out of the 23 days on which it made US
dollar LIBOR submissions in March 2006.

56.
The FSA has identified that:

i. between January 2005 and May 2009, at least 173 requests15 for US dollar
LIBOR submissions were made to Barclays’ Submitters (including 11 requests
based on communications from traders at other banks);

ii. between September 2005 and May 2009, at least 58 requests for EURIBOR
submissions were made to Barclays’ Submitters (including 20 requests based on
communications from traders at other banks); and

iii. between August 2006 and June 2009, at least 26 requests for yen LIBOR
submissions were made to Barclays’ Submitters.

57.
At least 14 Derivatives Traders at Barclays made these requests. This included
senior Derivatives Traders. In addition, trading desk managers received or
participated in inappropriate communications on, at least, the following occasions:

i. on 22 March 2006, Trader A (a US dollar Derivatives Trader) stated in an email
to Manager A that Barclays’ Submitter “submits our settings each day, we
influence our settings based on the fixings we all have”. Manager A took no
action as a result of this email;

ii. on 5 February 2008, Trader B (a US dollar Derivatives Trader) stated in a
telephone conversation with Manager B that Barclays’ Submitter was submitting
“the highest LIBOR of anybody […] He’s like, I think this is where it should be.
I’m like, dude, you’re killing us”. Manager B instructed Trader B to: “just tell
him to keep it, to put it low”. Trader B said that he had “begged” the Submitter
to put in a low LIBOR submission and the Submitter had said he would “see
what I can do”; and

iii. in July 2008, euro Derivatives Traders sent emails to Manager C indicating that
they had spoken to Barclays’ Submitter about the desk’s reset positions and he
had agreed to assist them. This followed instructions from Manager C for the
traders to speak to the Submitter.

58.
Barclays’ Derivative Traders would request high or low submissions regularly in
emails, for example on 7 February 2006, Trader C (a US dollar Derivatives Trader)
requested a “High 1m and high 3m if poss please. Have v. large 3m coming up for
the next 10 days or so”. Trader C also expressed his preference that Barclays would
be “kicked out” of the average calculation. Trader C’s aim was therefore that
Barclays’ submissions would be high enough to be excluded from the final average
calculation, which could have affected the final benchmark rate.

15
If more than one request was contained in the same communication, these have been counted
separately. For example, a request for a ‘high 3 month and low 6 month’ would be counted as two
requests. A request for a ‘high 3 month for the next two days’ would also be counted as two requests.
A request for ‘high’ or ‘low’ submissions which did not specify a particular maturity would be counted
as three requests (for one month, three month and six month submissions) unless the context of the
communication indicates otherwise.

59.
On Friday, 10 March 2006, two US dollar Derivatives Traders made email requests
for a low three month US dollar LIBOR submission for the coming Monday:

i. Trader C stated “We have an unbelievably large set on Monday (the IMM). We
need a really low 3m fix, it could potentially cost a fortune. Would really
appreciate any help”;

ii. Trader B explained “I really need a very very low 3m fixing on Monday –
preferably we get kicked out. We have about 80 yards [billion] fixing for the
desk and each 0.1 [one basis point] lower in the fix is a huge help for us. So
4.90 or lower would be fantastic”. Trader B also indicated his preference that
Barclays would be kicked out of the average calculation; and

iii. On Monday, 13 March 2006, the following email exchange took place:

Trader C:
“The big day [has] arrived… My NYK are screaming at
me about an unchanged 3m libor. As always, any help
wd be greatly appreciated. What do you think you’ll go
for 3m?”

Submitter:
“I am going 90 altho 91 is what I should be posting”.

Trader C:
“[…] when I retire and write a book about this business
your name will be written in golden letters […]”.

Submitter:
“I would prefer this [to] not be in any book!”

60.
The number of requests and the period of time over which they were made indicate
that the Derivatives Traders made requests on a routine basis. Specific emails also
indicate the requests were made regularly. For example, the following email
exchange took place on 27 May 2005:

Submitter:
“Hi All, Just as an FYI, I will be in noon’ish on Monday
[…]”.

Trader B:
“Noonish? Whos going to put my low fixings in? hehehe”

Submitter:
“[…] [X or Y] will be here if you have any requests for
the fixings”.

61.
Trader D set calendar entries on at least 4 occasions in 2006 to remind him to make
requests for EURIBOR submissions: “Ask for Low Reset Rate” and “Ask for High
6M Fix”.

62.
The routine nature of the requests demonstrates that the Derivatives Traders
considered Barclays took their requests into account when determining its
submissions.

Responses from Barclays’ Submitters

63.
Barclays’ Submitters stated to the Derivatives Traders contemporaneously on
numerous occasions that they would take their requests into account. Submitters

sent positive responses to Barclays’ Derivative Traders on a regular basis. Examples
are set out below. Certain examples record expressly that the Submitters’ judgement
in determining Barclays’ submissions was influenced by the Derivatives Traders’
requests.

64.
In response to a request from Trader C for a high one month and low three month
US dollar LIBOR submission on 16 March 2006, a Submitter responded: “For
you…anything. I am going to go 78 and 92.5. It is difficult to go lower than that in
threes, looking at where cash is trading. In fact, if you did not want a low one I
would have gone 93 at least”.

65.
Trader C requested low one month and three month US dollar LIBOR submissions
at 10:52 am on 7 April 2006 (shortly before the submissions were due to be made);
“If it’s not too late low 1m and 3m would be nice, but please feel free to say “no”...
Coffees will be coming your way either way, just to say thank you for your help in
the past few weeks”. A Submitter responded “Done…for you big boy”.

66.
On 29 June 2006, a Submitter responded to Trader E’s request for EURIBOR
submissions “with the offer side at 2.90 and 3.05 I will input mine at 2.89 and 3.04
with you guys wanting lower fixings (normally I would be a tick above the offer
side)”.

67.
On 6 August 2007, a Submitter even offered to submit a US dollar rate higher than
that requested:

Trader F:
“Pls set 3m libor as high as possible today”

Submitter:
“Sure 5.37 okay?”

Trader F:
“5.36 is fine”

68.
Evidence from certain Submitters confirms that Barclays took the Derivatives
Traders’ requests into account when determining its submissions. One of the
Submitters adjusted Barclays’ submissions one or two basis points up or down in
order to comply with the requests. The numbers he submitted taking into account
the Derivatives Traders’ requests were different to the numbers he would have
submitted absent the requests and were not consistent with the LIBOR definition.
However, he thought Barclays could still have raised money at the rates submitted.
Another Submitter considered it possible to justify Barclays’ submissions by
reference to market data even on occasions when he may have taken the Derivatives
Traders’ requests into account. Another Submitter denies taking the Derivatives
Traders’ requests into account.

69.
The FSA considers that the routine nature of Barclays’ Submitters’ responses to the
Derivatives Traders, the language used in the responses and the evidence obtained
from the Submitters during the course of the investigation demonstrates that
Barclays took the Derivatives Traders’ requests for US dollar LIBOR and
EURIBOR submissions into account on numerous occasions when determining its
submissions.

Consistency of submissions with requests

70.
The FSA analysed a number of the requests as against the submissions made by
Barclays. The FSA determined whether Barclays’ submissions were consistent with
the Derivatives Traders’ requests by reviewing Barclays’ submissions on the date of
the requests and the day preceding the requests. The FSA also reviewed Barclays’
position in the panel of contributing banks (in other words, whether Barclays’
submissions were higher or lower than the other contributors’ submissions) on the
date of the requests and the day preceding the requests.

71.
On the majority of occasions where Barclays’ Submitters were contacted by
Barclays’ Derivatives Traders with requests, Barclays’ submissions (for US dollar
LIBOR and EURIBOR) were consistent with those requests:

i. the FSA analysed 111 requests made by Barclays’ Derivatives Traders in the
period from 3 January 2006 to 6 August 2007 relating to US dollar LIBOR
submissions. On around 70% of those occasions the submissions were
consistent with the requests. On 16% of occasions it was unclear if the
submissions were consistent with the requests. On 14% of occasions the
submissions were inconsistent with the requests; and

ii. the FSA analysed 42 requests made by Barclays’ Derivatives Traders in the
period from 23 February 2006 to 3 June 2008 relating to EURIBOR
submissions. On 86% of those occasions the submissions were consistent with
the requests. On 2% of occasions it was unclear if the submissions were
consistent with the requests. On 12% of occasions the submissions were
inconsistent with the requests.

72.
Below are examples of graphs showing that Barclays’ submissions were consistent
with certain requests.

73.
For example, on 15 February 2006, Trader C made a request in relation to Barclays’
three month US dollar LIBOR submission: “Please go for [unchanged], or lower if
poss”. A Submitter sent a positive response to this request. The following graph
illustrates the changes in Barclays’ submissions as compared to the final three month
benchmark rate:

Barclays' three month US Dollar submission around 15 Feb 06

LIBOR

three month
LIBOR

Barclays'
submission

74.
The graph shows that Barclays’ three month US dollar LIBOR submission, which
had been at or higher than the final benchmark rate reduced to a level below the
benchmark rate on the day the Derivatives Traders requested a lower submission and
then increased to the same level as the benchmark rate on the following day.
Barclays’ position relative to other banks also moved down on 15 February 2006
(three banks contributed a lower three month US dollar submissions than Barclays
on 14 February but no other banks contributed a lower submission on 15 February).
Barclays’ submission on 15 February 2006 was therefore consistent with the request
for a low three month submission.

75.
On Thursday 14 December 2006, Trader F emailed a Submitter, requesting a low
three month US dollar LIBOR submission for the following Monday, 18 December
2006; “For Monday we are very long 3m cash here in NY and would like the setting
to be set as low as possible…thanks”. The Submitter instructed another Submitter to
accommodate the request; “You heard the man” and confirmed to Trader F “[X] will
take notice of what you say about a low 3 month”.

76.
Two seconds later, that Submitter sent himself an electronic calendar reminder to
make a low three month submission at 11 am on Monday 18 December 2006: “USD
3mth LIBOR DOWN”.

77.
The following graph illustrates the changes in Barclays’ submissions around that
date as compared to the final three month benchmark rate:

Barclays' three month US Dollar submission around 18 Dec 06

5.36

5.362

5.364

5.366

5.368

5.37

LIBOR

three month
LIBOR

Barclays'
submission

78.
The graph shows that Barclays’ three month US dollar LIBOR submission, which
had been higher than the final benchmark rate, reduced by half a basis point to the
same level as the benchmark rate for one day only (Monday 18 December 2006),
which corresponded to the date of the request. Barclays’ position relative to other
banks also moved down on 18 December 2006 (ten banks contributed a lower three
month US dollar submission than Barclays on 15 December and four banks
contributed a lower submission on 18 December). Barclays’ submission was
therefore consistent with Trader F’s request for a low three month US dollar LIBOR
submission on 18 December 2006.

79.
On 19 February 2007, Trader E made three requests, asking Barclays’ Submitter for
low one month, high three month and low six month EURIBOR submissions. The
following three graphs show the changes in Barclays’ submissions in those
maturities around that date:

Barclays' one month EURIBOR submissions around 19 Feb 07

3.635

3.640

3.645

3.650

3.655

3.660

3.665

3.670

3.675

EURIBOR

one month
EURIBOR

Barclays'
submission

Barclays' three month EURIBOR submissions around 19 Feb 07

3.815

3.82

3.825

3.83

3.835

3.84

3.845

EURIBOR

three month
EURIBOR

Barclays'
submission

Barclays' six month EURIBOR submissions around 19 Feb 07

3.925

3.93

3.935

3.94

3.945

3.95

3.955

3.96

3.965

EURIBOR

six month
EURIBOR

Barclays'
submission

80.
The graphs show that Barclays’ one month, three month and six month EURIBOR
submissions on 19 February 2007 were consistent with Trader E’s requests for low
one month, high three month and low six month submissions:

i. Barclays’ one month EURIBOR submission decreased by one basis point from
the previous day. Barclays’ position relative to other banks also moved down
on 19 February 2007 (11 banks contributed a lower one month EURIBOR
submission than Barclays on 16 February but no other bank contributed a lower
submission on 19 February);

ii. Barclays’ three month EURIBOR submission increased by two basis points
from the previous day. Barclays’ position relative to other banks also moved up
on 19 February 2007 (26 banks contributed a higher three month EURIBOR
submission than Barclays on 16 February and only one bank contributed a
higher submission on 19 February); and

iii. Barclays’ six month EURIBOR submission decreased by one basis point from
the previous day. Barclays’ position relative to other banks also moved down
on 19 February 2007 (two banks contributed a lower six month EURIBOR
submission than Barclays on 16 February and no other bank contributed a lower
submission on 19 February).

Requests from external traders

81.
The examples given above relate to requests that were made by Barclays’
Derivatives Traders to benefit their own trading positions. However Barclays’
Derivatives Traders also made internal requests for EURIBOR and US Dollar
LIBOR submissions based on the trading positions of traders at other banks who had
asked them to pass requests on to Barclays’ Submitters.

82.
At least 12 of the US dollar LIBOR requests made to Barclays’ Submitters were
made on behalf of external traders that had previously worked at Barclays and were
now working at other banks (although those banks did not contribute US dollar
LIBOR submissions).

83.
For example, on 26 October 2006, an external trader made a request for a lower
three month US dollar LIBOR submission. The external trader stated in an email to
Trader G at Barclays “If it comes in unchanged I’m a dead man”. Trader G
responded that he would “have a chat”. Barclays’ submission on that day for three
month US dollar LIBOR was half a basis point lower than the day before, rather than
being unchanged. The external trader thanked Trader G for Barclays’ LIBOR
submission later that day: “Dude. I owe you big time! Come over one day after
work and I’m opening a bottle of Bollinger”.

84.
At least 20 of the EURIBOR requests made by the Derivatives Traders were made
on behalf of traders at other banks that contributed EURIBOR rates. Barclays’
Derivatives Traders passed on the requests of these other traders to Barclays’
Submitters, even blind copying in the external traders to their emails in order to
demonstrate they had done so.

85.
For example, on 6 September 2006, an external trader at another bank (Panel Bank
1) contributing EURIBOR submissions sent an instant message to Trader E at
Barclays requesting a low one month submission: “I seriously need your help
tomorrow on the 1mth fix”. The next day, Trader E passed on the request to
Barclays’ Submitters, blind copying in the external trader.

86.
On 1 February 2007, the same external trader sent several messages to Trader E
requesting a low one month EURIBOR submission. Trader E in turn made a request
for a low one month submission to a Submitter, who sent a positive response.

87.
Barclays’ Submitters also received 11 requests for sterling LIBOR submissions from
an external trader at another bank (who had previously worked at Barclays). These
requests were not taken into account.

Attempts to influence other banks’ submissions

88.
Barclays’ Derivatives Traders attempted to influence the EURIBOR (and to a much
lesser extent, US dollar LIBOR) submissions of other banks by making requests to
external traders. One of the Derivatives Traders also embarked on co-ordinated
strategies to align Barclays’ positions with traders at other banks and to influence the
EURIBOR rates published by the EBF.

89.
Between February 2006 and October 2007, Barclays’ Derivatives Traders made at
least 63 requests to external traders with the aim that those traders would pass on the
requests for EURIBOR and US dollar LIBOR submissions to their banks’
submitters. 56 of those requests related to EURIBOR submissions. Five Derivatives
Traders made the requests to external traders.

90.
For example, on 7 July 2006, Trader E made an internal request to a Submitter for a
low one month EURIBOR submission. Trader E also made the same request to

external traders at Panel Bank 1 and Panel Bank 2.

91.
On 28 February 2007, Trader B made a request to an external trader in relation to
three month US dollar LIBOR “duuuude… whats up with ur guys 34.5 3m fix…tell
him to get it up!!” The external trader responded “ill talk to him right away”.

92.
On occasion, more concerted efforts were made to influence both Barclays’ and
other banks’ EURIBOR submissions, consisting of a series of communications over
the course of time. In several key examples, one of Barclays’ Derivatives Traders
co-ordinated with external traders to try to influence EURIBOR submissions at
Barclays and other banks during the Relevant Period (and that trader instructed more
junior Derivatives Traders at Barclays to do the same).

93.
Barclays’ Derivatives Traders co-ordinated with external traders using the following
methods:

i. making internal requests to Barclays’ Submitters;

ii. making external requests to traders at other contributing banks in advance of and
on particular days on which the Derivatives Traders stood to benefit; and

iii. on occasion by encouraging cash traders to make bids or enter into transactions
in the money markets at rates which might influence indirectly the EURIBOR
submissions of any contributing bank observing market rates as a factor in
determining its submissions.

94.
For example, from early October 2006, Barclays’ Derivatives Traders communicated
with others in order to co-ordinate high one month EURIBOR submissions on 16
October 2006. These communications included the following:

i. Trader E made internal requests for high one month EURIBOR submissions to
Barclays’ Submitters;

ii. Trader E discussed his requests with an external trader at Panel Bank 1 and
made requests to external traders at Panel Banks 2 and 3;

iii. the external trader at Panel Bank 1 informed Trader E he would also make a
request to a trader at Panel Bank 4; and

iv. a cash trader at Barclays indicated that Barclays would be paying for cash that
morning, “so hopefully that will help” (the logic being that if Barclays entered
into cash transactions this might influence indirectly the EURIBOR submissions
of other contributing banks).

95.
From early November 2006, Trader E (having agreed to assist an external trader at
Panel Bank 1) communicated his preference for a EURIBOR of “36” or a low one
month EURIBOR submission on 13 November 2006. These communications
included the following:

i. Trader E made an internal request for a low one month EURIBOR submission to
a Submitter at Barclays on Friday, 10 November 2006 and sent a reminder on

Monday, 13 November 2006;

ii. the Submitter responded positively on 10 November 2006, “of course we will
put in a low fixing” and on 13 November indicated they would make a
submission lower than the Brokers thought EURIBOR would set that day, “no
problem. I had not forgotten. The brokers are going for 3.372, we will put in 36
for our contribution”;

iii. Trader E made a request to an external trader at Panel Bank 2;

iv. Trader E informed the trader at Panel Bank 2 that he and another trader had
large positions (of 15 billion euro and 85 billion euro respectively) that would
benefit from a low one month EURIBOR rate on 13 November 2006; and

v. Trader E also made a request to an external trader at Panel Bank 3 and attempted
to make a request to a trader at Panel Bank 5 following consultation with a
trader at Panel Bank 1.

96.
There are communications relating to the EURIBOR futures contracts expiring in
March 2007 as early as December 2006. 19 March 2007 was the Monday prior to
the third Wednesday in March (an IMM date) and therefore relevant to the
settlement price of exchange traded interest rate futures contracts expiring in March
2007 (see paragraphs 49 and 50 above for further explanation). The
communications reveal that:

i. Trader E intended to “go long the march future”, in other words to build up a
trading position in interest rate futures contracts that would benefit from a low
three month EURIBOR rate. Trader E also stated in an internal email that he
understood a trader at Panel Bank 1 and an individual at a hedge fund were also
building up long positions. If a trader had a long position in futures contracts
referenced to three month EURIBOR expiring in March 2007, he would benefit
from a low three month EURIBOR rate on 19 March 2007 (the Monday prior to
the third Wednesday in March, an IMM date);

ii. Trader E also indicated that he would benefit from a particular spread between
three month EURIBOR and EONIA on that date (EONIA is a reference rate
based on transacted rates);

iii. Trader E communicated with traders at Panel Banks 1, 2 and 6 in advance of the
IMM date. For example on 12 February 2007, Trader E stated in an instant
message with a trader at Panel Bank 6:

“if you know how to keep a secret I’ll bring you in on it […]
we’re going to push the cash downwards on the imm day […]
if you breathe a word of this I’m not telling you anything else […]
I know my treasury’s firepower…which will push the cash downwards […]
please keep it to yourself otherwise it won’t work”.

iv. Trader E’s communications continued in the build up to 19 March 2007 and on
Friday, 16 March 2007 (the last working day prior to 19 March 2007), Trader E
made requests for a low three month EURIBOR submission to traders at Panel

Banks 2 and 3 (which he discussed with a trader at Panel Bank 1);

v. Trader E made further requests on Monday, 19 March 2007, including asking a
trader at Panel Bank 6 to “tell your cash to put the 3m fixing in the basement”;

vi. Trader E also made an internal request for a low three month submission to a
Submitter at Barclays on 19 March 2007; and

vii. Trader E also attempted to influence Barclays’ cash trading strategy in order to
affect contributing banks’ EURIBOR submissions indirectly. An external trader
noted that he understood Barclays was making bids in the market for three
month cash on 19 March 2007. This appears to have been communicated to
Trader E at Barclays, who then contacted the cash trader bidding in the market.
Barclays stopped bidding for three month cash thereafter.

97.
Various instant messages exchanged after the final benchmark rates were published
on 19 March 2007 indicated that the traders involved considered that their strategy
had been successful. Trader E commented to the external trader at Panel Bank 6
“this is the way you pull off deals like this chicken, don’t talk about it too much, 2
months of preparation […] the trick is you must not do this alone […] this is
between you and me but really don’t tell ANYBODY”.

98.
Other individuals with no apparent vested interest in the strategy commented on the
EURIBOR rates on 19 March 2007. Trader D stated in an instant message to an
external trader “look at the games in EURIBOR today […] I am sure a few names
made a killing”. A trader at a hedge fund communicated with Trader E, also on 19
March 2007, stating “it’s becoming dangerous to trade in 3m imms […], especially
when Barclays sets the 3m very low […] it does draw attention to you guys. It
doesn’t look very professional”.

Conclusion on inappropriate submissions made following requests from Derivatives
Traders

99.
The FSA considers that it is clear that Barclays took the Derivatives Traders’
requests into account on numerous occasions when determining its US dollar
LIBOR and EURIBOR submissions, on the basis of:

i. the requests made by the Derivatives Traders, the frequency and regular nature
of those requests;

ii. the positive responses to those requests by Barclays’ Submitters;

iii. the evidence of certain Submitters; and

iv. the consistency of Barclays’ submissions with its Derivatives Traders’ requests.

100.
The LIBOR and EURIBOR definitions require submissions from contributing banks
based on borrowing or lending in the interbank market. The definitions do not allow
for consideration of derivatives traders’ positions.

101.
Barclays also attempted to influence the EURIBOR (and, to a much lesser extent US

dollar LIBOR) submissions of other contributing banks.

C. Inappropriate LIBOR submissions to avoid negative media comment

102.
This section (paragraphs 102 to 145) deals with Barclays’ approach to determining
LIBOR submissions between September 2007 and May 2009. In summary:

i. liquidity conditions changed dramatically from mid 2007 and this made it more
difficult for banks to determine the correct LIBOR submissions to make to the
BBA;

ii. senior management at high levels within Barclays were concerned over the
negative media perception of Barclays’ LIBOR submissions in September 2007;

iii. those concerns led to instructions being given by less senior managers to
Barclays’ Submitters to lower their LIBOR submissions at particular times of
market stress in late 2007 and early 2008 in order to avoid negative media
comment;

iv. for the majority of the time the instructions operated to reduce Barclays’
submissions such that they did not stand out too far from the submissions of
other contributing banks. Barclays believed that other banks were making
LIBOR submissions that were too low and did not reflect market conditions.
Barclays’ LIBOR submissions continued to be high relative to other
contributing banks’ submissions during the financial crisis;

v. individuals at Barclays raised concerns with the FSA, the Bank of England, the
Federal Reserve Bank of New York and the BBA about the accuracy of LIBOR
submissions generally (and on occasion referred to Barclays’ own approach to
setting LIBOR);

vi. the BBA conducted a consultation and review of the LIBOR submissions
process from June to August 2008; and

vii. Barclays contributed to that review, yet, when liquidity conditions again
deteriorated in September 2008, continued to instruct its Submitters to reduce
submissions in order to avoid negative media comment even after the review
had concluded that the existing process should be retained and that such
considerations should not be taken into account.

LIBOR during the financial crisis

103.
Liquidity conditions in the money market in London changed significantly following
the onset of the financial crisis. In the latter half of 2007 and throughout 2008,
lending in London for maturities longer than overnight came to a virtual standstill
and there was extreme dislocation in global money markets.

104.
Liquidity issues became a particular focus in the media as the crisis worsened from
the collapse of Northern Rock in September 2007 to the acquisition of Bear Stearns
by JP Morgan in March 2008 and beyond. By the third quarter of 2008 the focus
turned to questions of the solvency of financial institutions, following Lehman

Brothers’ insolvency filing in September 2008 and the failures of RBS and HBOS in
October 2008.

105.
The changes in liquidity conditions from September 2007 affected the way in which
banks determined their LIBOR submissions. For example, there was very limited
lending in the money markets. Therefore the frequency and average size of
transactions which could be considered by LIBOR submitters in determining their
submissions were very limited.

106.
However, the nature of the judgement required by the LIBOR definition remained
the same throughout this period and at the outset of the crisis, banks were asked by
the BBA to determine submissions on a sensible best endeavours basis.

Concern over media attention on Barclays’ submissions

107.
There was increased public scrutiny of LIBOR from August 2007, as a consequence
of the focus on liquidity conditions at that time, including attention being drawn to
contributing banks’ LIBOR submissions by the media.

108.
Barclays received negative publicity from the media for a number of reasons
connected to liquidity issues. For example towards the end of August 2007,
Barclays had been identified as having borrowed from the Bank of England’s
emergency standby facility twice in a fortnight.

109.
Around the same time, Barclays’ LIBOR submissions appeared high in comparison
to other banks’ submissions. A Submitter commented in an email internally on 28
August 2007 “Today’s USD libors have come out and they look too low to me [...]
Probably the lowest rate you [could] attract liquidity in threes would be 5.55% and I
am not too sure how much you would get at that level. For that reason I went
5.58%, perhaps a bit high but realistic […] It is true to say that, if a lender has room
for your name, you can achieve very attractive funding levels at a rate well below
libor. It would however be imprudent to assume that it is always going to be the
case that investors have credit open for your name, especially in view of the general
reluctance to place money longer than one month. Draw your own conclusions
about why people are going for unrealistically low libors”. The Submitter believed
that Barclays was submitting US dollar LIBOR at an appropriate level at that time,
but by the next day he indicated that Barclays (and in his view other banks) should
be submitting LIBOR at a higher level.

110.
Barclays’ LIBOR submissions were at the higher end of the range of contributing
banks during the financial crisis. For example, in the period from 1 September 2007
to 31 December 2008, Barclays’ three month US dollar LIBOR submissions were
higher than the submissions of 12 other contributing banks on 66% of occasions.
Barclays’ three month US dollar submissions were either within the highest four
contributions or tied with another bank in that position on 89% of occasions.

111.
The fact that Barclays’ LIBOR submissions were higher than those of the other
contributing banks drew attention from the media. For example, Bloomberg

published an article entitled “Barclays takes a money market beating” on 3
September 2007.16 The article noted that Barclays’ LIBOR submissions in three
month sterling, euro and US dollars were the highest of all banks contributing
LIBOR submissions. The article posed the question “what the hell is happening at
Barclays and its Barclays Capital securities unit that is prompting its peers to
charge it premium interest rates in the money market?”

112.
Senior management at high levels within Barclays expressed concerns over this
negative publicity. Senior management’s concerns in turn resulted in instructions
being given by less senior managers to Barclays’ Submitters to reduce LIBOR
submissions in order to avoid further negative media comment.

113.
On 4 September 2007, a Submitter indicated in an internal telephone conversation
that Barclays’ US dollar LIBOR submissions were below the rates at which he saw
offers in the market. He indicated in another internal call on the same day that there
was “internal political” pressure on him not to set higher.

114.
From September 2007 onwards, Barclays determined its LIBOR submissions whilst
taking senior management’s concerns about negative media comment into account.
This conduct was not confined to US dollar LIBOR submissions. For example, a
Submitter stated in an email dated 25 September 2007 that Barclays would “try to
get our JPY libors a little more in line with the rest of the contributors, or else the
rumours will start flying about Barclays needing money because its libors are so
high”.

Instructions given in late 2007 and early 2008

115.
Concerns about the media perception of high LIBOR submissions continued at
intervals for the remainder of 2007 and throughout 2008. At times of particular
market stress this resulted in instructions being given to Barclays’ LIBOR
Submitters to reduce Barclays’ submissions such that they did not stand out too far
from the submissions of other contributing banks. This was expressed by Manager
D (in Barclays’ Group Treasury) as an instruction that Barclays should not “stick its
head above the parapet” in terms of its LIBOR submissions.

116.
As a result, Barclays reduced its submissions on many occasions so that they were
not too high compared to other banks. For example, on 16 November 2007, a
Submitter indicated in an internal email that Barclays was “going 4.98 for libor only
because of the reputational risk…Basically the[re] is no money out there”. Another
Submitter stated in response that LIBOR was being set “unrealistically low”. On 19
November 2007, a Submitter stated in an internal email that he had been asked by
Manager D “to keep the libors within the group (pressure from above)”.

117.
Barclays believed that the submissions of other contributing banks were
inappropriate during the financial crisis. For example, in mid-November 2007, a
Submitter at Barclays commented that other banks’ LIBOR submissions were two
basis points lower than he considered appropriate (although, as noted above the

16
Bloomberg: Barclays Takes a Money-Market Beating: Mark Gilbert, 3 September 2007.

LIBOR definition is a subjective judgement on the part of each bank contributing
rates). By 28 November 2007, that Submitter stated in an internal email that
“LIBORs are not reflecting the true cost of money. I am going to set 2 and 3 months,
5.13 and 5.12 probably at the top of the range of rates set by libor contributors,
although brokers tell me that [Panel Bank 7] is going to set at 5.15 for both (up 8.5
and 10 from yesterday). The true cost of money is anything from 5-15 basis points
higher. Not really sure why contributors are keeping them so low but it is not a
good idea at the moment to be seen to be too far away from the pack, although
reality seems to be setting in for a few libor contributors who are belatedly moving
libors up in line with where money is really trading”. Manager D replied “Fine on
LIBOR settings - thanks for remaining pragmatic but at the upper end”.

118.
On 29 November 2007, all the contributing banks’ submissions for one month US
dollar LIBOR increased by a range of 35 to 48 basis points. Barclays’ submission
increased from 4.86 on 28 November to 5.3 on 29 November (an increase of 44 basis
points). The offer that Barclays saw in the market was 30 basis points higher, at
5.60. Barclays’ Submitter had intended to submit a rate of 5.50 on that day.
However he was overruled on a conference call during which the submissions were
discussed, as a rate of 5.50 was expected to draw negative media attention (as this
would have been 20 basis points above the next highest submission). Manager E
said on the call that “it’s going to cause a shit storm”. Barclays therefore submitted
a rate of 5.30, which was in line with another contributing bank’s submission that
day.

119.
In late 2007, Barclays decided it would be appropriate to contact the BBA and FSA
to discuss its concerns about LIBOR generally (see paragraphs 125, 126, 172 and
173).

120.
The instructions to reduce Barclays’ LIBOR submissions continued in operation in
2008. For example, after Bear Stearns was acquired by JP Morgan on 17 March
2008, there was another period of extreme illiquidity in the market. In telephone
calls around 17 March 2008, Barclays’ Submitters were told to set their LIBORs
where the rest of the market was setting them (rather than reducing Barclays’
submissions only so that they were not higher than those of other contributing
banks). For example, in a telephone call on Monday, 17 March 2008, a Submitter
asked Manager E “I presume, that you want me now to set [Barclays’]
LIBORs…exactly where the market is setting them?” Manager E confirmed that he
did.

121.
Prior to that telephone call (on Friday, 14 March 2008):

i. Barclays’ one month US dollar LIBOR submission was 2.78 and only one other
contributing bank submitted a higher rate;

ii. Barclays’ six month US dollar LIBOR submission was 2.7 and Barclays was the
highest submitter; and

iii. Barclays’ 12 month US dollar LIBOR submission was 2.63 and Barclays was
the highest submitter.

122.
Following that telephone call, on Monday, 17 March 2008, Barclays reduced its
submissions:

i. Barclays’ one month US dollar LIBOR submission was 23 basis points lower
than its previous submission and eight other contributing banks submitted a
higher rate;

ii. Barclays’ six month US dollar LIBOR submission was 33 basis points lower
than its previous submission and five other contributing banks submitted a
higher rate; and

iii. Barclays’ 12 month US dollar LIBOR submission was 46 basis points lower
than its previous submission and seven other contributing banks submitted a
higher rate.

123.
On 19 March 2008, one Submitter instructed another to reduce Barclays’
submissions during a telephone conversation: “just set it where everyone else sets it,
we do not want to be standing out”.

124.
Therefore Barclays continued to take concerns about negative media comment into
account when determining its LIBOR submissions in late 2007 and early 2008.

Concerns raised externally by Barclays

125.
Barclays discussed liquidity issues with external entities such as the FSA, the Bank
of England and the Federal Reserve Bank of New York during the financial crisis in
routine liquidity calls. At times information about Barclays’ liquidity position was
relayed to the FSA on a daily basis. During certain of these liquidity calls, between
November 2007 and October 2008, Barclays described to these external entities its
perception that other banks appeared to be understating their LIBOR submissions.
On occasion Barclays made comments about its own approach to submitting
LIBOR. Barclays had similar conversations with the BBA and believed that it had
disclosed its approach to the BBA.

126.
However, the comments made to the FSA did not fully reflect Barclays’ conduct.
For example, on 5 December 2007, Manager D stated (in an internal telephone
conversation with Manager E) that he had “touched on [the] topic” of LIBOR
submissions at a meeting with the FSA. Manager D stated “we didn’t say anything
along the lines of, you know, we’re not posting where we think we should […]
because of. I just talked about dislocations, LIBORs […] and kept it […] simple,
shall we say”. Barclays also contacted the FSA on 6 December 2007 in relation to
LIBOR (see paragraph 173 below).

127.
On one occasion, Barclays provided the FSA with inaccurate information about its
ability to obtain funding relative to LIBOR. On 5 March 2008, the FSA contacted
Barclays’ Money Market Desk to ask for information about Barclays’ liquidity
position. The FSA asked a Submitter to provide information including the rates at
which Barclays was currently paying for funding in various maturities. The
Submitter intended to state that Barclays was paying for one year funding at “LIBOR
plus twenty [basis points]”. The Submitter discussed this in a telephone
conversation with Manager D. Manager D stated “yeah, I wouldn’t go there for the

moment […] I would rather we sort of left that at like zero or something”. The
Submitter stated “it’s a sad thing really, because, you know, if they’re truly trying to
do something useful […] it would be nice if they knew”, but went on to acknowledge
he had been worried about stating the “honest truth” because it might be a “can of
worms”. Barclays informed the FSA it was paying for one year funding at “LIBOR
flat”.

128.
In a routine liquidity call with the FSA on 27 March 2008, Manager D referred to the
lack of term money in the market and the affect of this on LIBOR: “some people
consider LIBORs to be being set too low, but then others reply, well they’re not
being set too low because there aren’t really any offers there. However we’re not
getting much feedback generally that people are, can-, objecting to that LIBORs are
too high, too low, or wrong. I think people just generally recognize that in the
absence of actual flows in those periods, where LIBORs are being posted, is perhaps
as good [an] indication as anything […] So if, if transactions aren’t really going on,
or there are only odd transactions with certain names, then i- what is the right
LIBOR?”. Manager D made further comments about the accuracy of LIBOR
generally, the difficulty in determining LIBOR submissions given market conditions
and explained the calculation methodology of the final rates. He also stated that
Barclays had been “picked upon for posting LIBORs above everybody else” in 2007.
Manager D went on to say “what is everybody, open brackets to be honest, including
ourselves close brackets, going to do? Keep their heads below the parapet and not
stick out”. When questioned about the LIBOR calculation, Manager D replied “the
methodology works but if the inputs are lacking […] whatever the methodology, is
still going to quote, have a problem”.

129.
By April 2008, there was a more general perception that contributing banks’ LIBOR
submissions were not reflecting adequately conditions in the London interbank
market. For example, this was reflected in a Wall Street Journal article published on
16 April 2008.17

130.
On the same day a Submitter discussed Barclays’ US dollar LIBOR submissions in a
telephone conversation with Manager D. They referred to the Wall Street Journal
article and the submissions of another contributing bank, which appeared to the
Submitter to be too low. The Submitter stated “I’ve got to say though […] I’d be
doing the same […] I would be paying […] let’s call it 298 today and I’m going to
be setting my LIBOR at 74 and I’m as guilty as hell”. Manager D told the Submitter
that he was “happy for you to be at and around the top of the pack but can we please
not sort of be ten basis points above”.

131.
On 17 April 2008, Manager D made comments in a liquidity call to the FSA
indicating that Barclays had been understating its LIBOR submissions: “we did stick
our head above the parapet last year, got it shot off, and put it back down again. So,
to the extent that, um, the LIBORs have been understated, are we guilty of being part
of the pack? You could say we are. We’ve always been at the top end and therefore
one of the four banks that’s been eliminated. Um, so I would, I would sort of express

17
Wall Street Journal: Bankers Cast Doubt on Key Rate Amid Crisis: Carrick Mollenkamp, 16 April
2008.

us maybe as not clean clean, but clean in principle”. Barclays made similar
comments to the BBA and the Federal Reserve Bank of New York.

132.
Barclays’ communications with external entities were not however, consistent. On
29 May 2008 an individual at Barclays was quoted in the press as saying that banks
had routinely misstated borrowing costs to the BBA to avoid the perception they
faced difficulty raising funds during the crisis.

133.
Barclays agreed on a response to press queries internally which consisted of a
statement that Barclays had always quoted accurate and fair LIBORs and had acted
“in defiance of the market” rather than submitting incorrect rates. An internal email
from an individual in Barclays’ corporate communications department on 29 May
2008 also stated that the press had been told that:

-
“We quoted higher LIBORs at the time as we saw the stress in the market
early
-
Other banks followed us subsequently
-
LIBORs rose, we moved to the middle of the pack as investors took off risk
positions and we were a net beneficiary as investors deposited their cash with
us and therefore we were able to move LIBORs in relat[ion] to other banks
-
We do not want the market to think we misled it, so we have been robust to
ensure this quote is not misunderstood
-
We have said on the record that we always quote accurate and fair LIBORs”.

134.
Barclays’ press briefing did not fully reflect its approach to determining its LIBOR
submissions during the financial crisis.

BBA consultation and review

135.
Barclays received communications from the BBA on several occasions during the
financial crisis, including in the period following publication of the Wall Street
Journal article, on 17 April 2008 and 2 May 2008. These communications referred
to concerns that had been raised with the BBA about the accuracy of LIBOR
submissions, and in particular that some banks’ US dollar LIBOR submissions were
being made at levels that did not reflect the LIBOR definition because of concerns
about attracting negative media attention. The BBA communications made clear
that if true, this was unacceptable.

136.
On 10 June 2008, the BBA published a consultation paper in response to concerns
being raised about the accuracy of LIBOR rates at that time. The paper sought
comments on certain proposals to modify LIBOR, including in response to concerns
about negative media perception of high LIBOR submissions: “the BBA proposes to
explore options for avoiding any stigma whilst maintaining transparency”. The
BBA’s paper stated that contributors were continuing to make submissions in
accordance with the LIBOR definition “at the rate their cash desks perceive they can
raise cash in the specified currency”.

137.
Barclays was one of the institutions that provided comments to the BBA in response
to this paper. Barclays’ response did not explain that Barclays had not been making
submissions in accordance with the LIBOR definition. Liquidity conditions had
eased during the consultation period. Barclays’ response to the BBA was made by

Manager D, who had given instructions to Barclays’ Submitters to reduce Barclays’
LIBOR submissions from November 2007 onwards. Compliance was not involved
in Barclays’ response.

138.
The BBA published a ‘Feedback Statement’ on its consultation paper on 5 August
2008. The paper stated:

“In conclusion, all contributing banks are confident that their submissions reflect
their perception of their true costs of borrowing at the time at which they submitted
their rates. They are therefore prepared to continue with their individual quotes
being published with the day’s LIBOR rates. As there was no real support for any
of the proposals to limit stigmatisation, the FX & MM Committee has therefore
decided to retain the existing process”.

139.
At the same time as publishing this Feedback Statement, the BBA first published
guidance which amplified the definition of LIBOR. This amplification stated “the
rate at which each bank submits must be formed from that bank’s perception of its
cost of funds in the interbank market”.18

140.
When liquidity conditions deteriorated in September 2008 (following Lehman
Brothers’ insolvency filing) Barclays again factored senior management’s concerns
about negative media attention into its LIBOR submissions process. Even after the
BBA review, on which Barclays’ commented, Barclays’ Submitters continued to
receive instructions to reduce their LIBOR submissions.

141.
For example, on 18 September 2008, a Submitter stated in a telephone conversation
with Manager D that he would put in a one month US dollar LIBOR submission of
4.75 because that was where he had obtained money in the market. Barclays’ two
month and three month submissions were also discussed. The Submitter agreed to
lower Barclays’ one month LIBOR submission to 4.50. The next highest submission
was 50 basis points lower than Barclays’ submission on that day.

142.
On 8 October 2008, a Submitter was asked about Barclays’ LIBOR submissions
during a telephone conversation. He responded that “[Manager E]’s asked me to put
it lower than it was yesterday … to send the message that we’re not in the shit”.
Barclays’ submission the day before had been 5.05, which was 25 basis points
higher than the next highest contributor. Barclays’ submission on 8 October 2008
was still the highest submission, but equal with one other contributor.

143.
During this period, Barclays continued to believe that other banks were making
LIBOR submissions that were too low and did not reflect market conditions.
Submitters continued to make comments indicating that Barclays’ submissions were
being made taking concerns about negative media comment into account until May
2009 (although relevant communications were more sporadic after October 2008).

18 Modifications were made to the BBA’s amplification of the definition on 18 December 2008 and 19 June
2009.

Conclusion on Barclays’ LIBOR submissions during the financial crisis

144.
Barclays made LIBOR submissions which took into account concerns to avoid
negative media comment from September 2007 until May 2009. This occurred in
large part owing to the circumstances of the financial crisis and the liquidity
conditions in the market at the time. The LIBOR definition requires submissions
from contributing banks based on borrowing or lending in the interbank market and
does not allow for consideration of negative media comment.

145.
Barclays did raise concerns externally about the LIBOR submissions of other banks
(which Barclays perceived to be understated) and on occasion referred to its own
approach to submitting LIBOR. However, these comments did not fully explain
Barclays’ approach and were inconsistent. Barclays contributed to the BBA’s
review of the LIBOR submissions process in 2008, but did not explain its approach
to setting LIBOR at times of market stress in its response to the consultation.
Barclays continued to take negative media comment into account when making
LIBOR submissions even after the BBA’s review had concluded.

D. Barclays’ systems and controls

146.
This section (paragraphs 146 to 161), sets out the facts and matters relevant to
Barclays’ systems and controls around its LIBOR and EURIBOR submissions
processes as follows:

i.
Barclays had no specific systems and controls relating to its LIBOR or
EURIBOR submissions processes until December 2009;

ii.
there were points at which Barclays could have improved the systems and
controls related to its LIBOR submitting process (following the BBA’s
review in 2008 and on occasions when the BBA published additional
guidance relevant to the process); and

iii.
there were points at which Barclays could have improved the systems and
controls relating to its EURIBOR submitting process (when the EBF
published additional guidance relevant to the process).

Lack of systems and controls

147.
Barclays had no specific systems and controls relating to its LIBOR or EURIBOR
submissions processes until at the earliest December 2009. For example it did not:

i.
put in place policies giving clear guidance about the importance of the
integrity of the process for determining LIBOR and EURIBOR
submissions;

ii.
provide training to its Submitters about the submissions process and the
appropriateness of requests for favourable submissions;

iii.
carry out formal monitoring of the submissions it made. There was no
formal monitoring of anomalous submissions until April 2010 and no spot
checks on the level of Barclays’ actual transactions in the interbank market

as against the submissions made until May 2010; or

iv.
conduct a review of the integrity of the processes for submitting LIBOR
and EURIBOR rates until 2010 at the earliest.

148.
Barclays did not believe the submission of LIBOR was an area of significant risk.

149.
In addition, during the Relevant Period, there were no clear lines of responsibility for
systems and controls on Barclays’ Money Markets Desk. The FSA interviewed
three different managers with some responsibility for the Money Markets Desk.
Each gave a different answer when questioned as to who was responsible for
ensuring that there were adequate systems and controls on the Money Markets Desk.
None of these managers accepted that they had responsibility.

Changes to BBA process requirements

150.
Barclays had opportunities to review the systems and controls relevant to its LIBOR
submissions on several occasions during the Relevant Period. For example, during
the course of the BBA’s review, Compliance received an email summarising the
BBA’s review and attaching a link to the BBA’s Feedback Statement on 5 August
2008. However Compliance (who did not contribute to Barclays’ response to the
BBA review) did not review relevant systems and controls following receipt of the
Feedback Statement.

151.
Following the BBA’s review, on 17 November 2008, the BBA’s FX & MM
Committee issued a paper setting out the proposed methodology for how enhanced
LIBOR governance and scrutiny would operate in the future. This appended a draft
document setting out required procedures for LIBOR submitters, which was
circulated in its final form on 16 July 2009 to all contributing banks as the
“Contributor Terms of Reference”. This set out how LIBOR rates should be
determined and required firms to have their internal processes for submitting rates
audited as part of their firm’s annual compliance procedures. Barclays signed the
Contributor Terms of Reference but made no changes to its systems and controls as
a result and did not carry out a review of submissions made in 2009.

152.
The FX & MM Committee also adopted guidelines for contributors (the “BBA
Guidelines”) on 19 October 2009. These were circulated to all contributor banks on
2 November 2009. The BBA Guidelines were intended to ensure that when
calculating their LIBOR rates all contributing banks applied the factors which
influenced their rates in the same manner. The BBA Guidelines covered:

i.
the requirements on contributing banks when making submissions at times of
extremely restricted liquidity in particular maturities and currencies;

ii.
expectations regarding consistency in each contributing bank’s submissions
from one day to the next; and

iii.
the use of market intelligence and external indicators by contributing banks
when forming LIBOR rates.

153.
Barclays made no changes to its systems and controls to take account of the BBA

Guidelines.

154.
Barclays started to improve its systems and controls in late 2009. In December 2009,
Barclays implemented policies and procedures relevant to the Money Markets Desk
(the “December 2009 Policy”). This did cover in part procedures for submitting
LIBOR. However the December 2009 Policy:

i.
did not set out or make any reference to either the Contributor Terms of
Reference or the BBA Guidelines;

ii.
did not require any records to be kept even though Barclays had agreed to audit
its processes and to allow the BBA to require information from it on an ad hoc
basis; and

iii.
did not include any guidance concerning internal or external communications
relating to LIBOR or conduct that would be inappropriate in connection with
setting LIBOR.

155.
Barclays continued to improve its systems and controls by introducing compliance
checks for anomalous submissions in April 2010, and circulating management
information which also contained information about Barclays’ transacted rates from
May 2010. In June 2010, guidance relating to LIBOR submissions (the “June 2010
Policy”) was circulated by email to the Submitters. The June 2010 Policy set out
“fundamental rules” to be followed in connection with LIBOR. For example,
Barclays required that:

i. “all verbal comment outside the LIBOR setting team for a particular currency
should be made only on recorded lines on the desk”;

ii. “any advance discussion of Barclays’ LIBOR submissions each day prior to
setting must be strictly limited to those charged with setting Barclays’ LIBOR
submission for the particular currency in question and their managers”;

iii. Submitters should “not have any communications with other banks or market
participants that could be seen as an attempt to agree on or impact LIBOR
levels”; and

iv. “any attempt by anyone internally or externally to influence LIBOR submissions
must be promptly reported to BARCAP Legal and BARCAP Compliance”.

156.
The Submitters (and other relevant personnel) were required to confirm they had read,
understood and would act in accordance with the June 2010 Policy. Barclays
continued to consider its systems and controls and to make relevant enhancements
after June 2010.

EURIBOR policies and procedures

157.
Banks which contribute EURIBOR rates are required to follow the EURIBOR Code
of Conduct. The EBF wrote to contributing banks on 12 November 2007, reminding
the banks of their obligations to comply with the Code, stating “to avoid unwanted
negative consequences, the panel banks are invited to ensure and maintain systematic

and close control in their daily quotations to effectively provide accurate information
for the daily calculations of the EURIBOR reference rate […] it is incumbent upon all
involved institutions to remain vigilant in their efforts to fully understand and comply
with their obligations and best operational practices when providing and/or
calculating data.”

158.
Barclays did not review its policies and procedures with regard to its EURIBOR
submissions following receipt of the EBF’s letter. Barclays had no specific policies
regarding its EURIBOR setting process prior to December 2009.

159.
Since May 2010, Barclays has produced management information recording the rates
it has submitted to the BBA for the calculation of US dollar, euro and sterling LIBOR,
as well as the volume of actual transactions entered into daily for each tenor, the range
of rates traded and the types of counterparties. However Barclays does not record
similar information in respect of its EURIBOR submissions.

160.
Barclays believed the submission of EURIBOR was a less significant risk than the
submission of LIBOR.

Conclusion on Barclays’ systems and controls

161.
Barclays had no (or inadequate) systems and controls that related specifically to its
LIBOR or EURIBOR setting processes during the Relevant Period. There were
several relevant opportunities for Barclays to review its systems and controls however
Barclays did not carry out any review on these occasions.

E. Involvement of Compliance

162.
This section (paragraphs 162 to 184) sets out the facts and matters relevant to the
involvement of Compliance in several aspects of Barclays’ LIBOR submissions
process:

i.
conflicts of interest around Barclays’ LIBOR submissions process;

ii.
issues raised in relation to Barclays’ approach to determining LIBOR
submissions during the financial crisis in December 2007; and

iii.
issues raised in relation to an instruction given to Barclays’ Submitters in
October and November 2008.

Conflicts of interest

163.
In September 2007 a senior manager at Barclays flagged the potential conflict of
interest between Derivatives Traders’ risk positions and the activity of LIBOR
submitting. The senior manager discussed the potential conflict of interest between
the submissions process and the Derivatives Traders with Manager E and made it
clear that Barclays’ Submitters should not be privy to the Derivatives Traders’
positions.

164.
This occurred around the time Barclays’ submissions had received negative media
comment for being higher than those of other contributing banks. A Submitter at
Barclays was also receiving requests from Barclays’ US dollar Derivatives Traders

to make high LIBOR submissions around this time. For example in a telephone call
on 12 September 2007, the Submitter indicated that Barclays’ Derivatives Traders had
an interest in high three month LIBOR submissions “for about a couple of million
dollars a basis point. Ah, but I don’t know how much longer I’m gonna be able to
keep it up at seventy seven”.

165.
On 12 September 2007, Manager E emailed Barclays’ Compliance in relation to the
LIBOR submissions process. This email raised questions about Barclays’ obligations.
“I am […] interested to understand what our legal obligations and exposures are to
setting Libors each day when there are no trades in the market”. He went on to refer
to interest rate derivatives contracts, “Although there are contracts that reset
everyday, Monday is particularly important as all of the 3 month futures contracts
fix”.

166.
Compliance agreed to draft a policy and some procedures which would ensure that
Barclays’ Submitters were not aware of the firm’s overall exposure to LIBOR. After
considering the issue further, Compliance concluded there was no risk of the
Submitters becoming aware of the firm’s overall exposure to LIBOR. Compliance
considered at that time whether any information barriers between Barclays’
Submitters and any other area of the bank were required.

167.
Compliance concluded that no such information barriers were necessary, even though
there was a potential conflict of interest between Barclays’ Submitters and its
Derivatives Traders. However, Compliance did not query the reference to derivatives
contracts in Manager E’s email on 12 September 2007. No questions were asked of
Manager E or the Submitters in relation to this issue, no action was taken by
Compliance and no systems and controls were put in place to deal with the potential
conflict.

168.
Barclays’ Submitters continued to receive requests from Barclays’ Derivatives
Traders after this issue had been flagged to Compliance. For example, Trader B
stated to a Submitter that “We’re all rooting for a high LIBOR tomorrow” on 26
September 2007. The Submitter had been made aware by a senior manager that he
should not know what the Derivatives Traders’ positions were. The Submitter
responded: “I reckon you should be about four to five ticks higher”.

169.
Barclays’ Submitters also continued to receive requests for EURIBOR submissions.
It was not until 20 May 2009 that a euro Derivatives Trader’s request was rebuffed.
In response to a request from Trader H, a Submitter stated in an email “Sorry I can’t
do that – compliance would have a real issue with that”.

170.
Barclays’ Derivatives Traders continued to receive requests from external traders.
For example, on 8 April 2011, a request for a high three month EURIBOR submission
was made to Trader D at Barclays by an external trader. This was not escalated to
Trader D’s manager or to Compliance. Trader D responded positively to the external
trader’s request.

Approach to LIBOR submissions during the financial crisis

171.
Submitters raised concerns about instructions to lower Barclays’ submissions during
the financial crisis. On 4 December 2007, a Submitter emailed Manager E, stating

that he was “Feeling increasingly uncomfortable about the way in which USD libors
are being set by the contributor banks, Barclays included”. He went on to note that
his one month submission was 5.30 but he was paying in the market at 5.40. “Given a
free hand I would have set at around 5.45% […] one contributor was paying [x%] in
the market at 11 am [and setting at y%]. This is not an uncommon phenomenon. The
same kind of thing is happening in all the periods although 1 month is the most
distorted. My worry is that we (both Barclays and the contributor bank panel) are
being seen to be contributing patently false rates. We are therefore being dishonest
by definition and are at risk of damaging our reputation in the market and with the
regulators”.

172.
This issue was escalated to Compliance and senior management. It was agreed that
Compliance would contact the FSA in relation to this issue. However, Compliance
did not discuss the issue with the Submitter, who was concerned that Barclays’
LIBOR submissions were inappropriate and whose determinations were being
overruled.

173.
Compliance contacted the FSA on 6 December 2007 in relation to LIBOR
submissions. Compliance relayed an unspecific concern about the levels at which
other banks were setting US dollar LIBOR (at rates lower than Barclays’
submissions). Compliance did not inform the FSA that Barclays’ own submissions
were incorrect or that the Submitter’s determination of where LIBOR should be set
was being overruled. Compliance informed the FSA that Barclays’ submissions were
within a reasonable range and could be justified, although there may be a difference
of opinion as to where LIBOR should be set given the liquidity conditions at the time.

174.
Compliance reported back to senior management on the same day that he had
informed the FSA that “we have consistently been the highest (or one of the two
highest) rate provider in recent weeks, but we’re justifiably reluctant to go higher
given our recent media experience”. He also reported that the FSA “agreed that the
approach we’ve been adopting seems sensible in the circumstances, so I suggest we
maintain status quo for now”.

175.
Submitters continued to be given instructions to reduce Barclays’ LIBOR submissions
after Compliance had considered the issue.

Compliance involvement in October/November 2008

176.
Concerns were again raised to Compliance in relation to an instruction to reduce
LIBOR submissions given by senior management on 29 October 2008. This
instruction was given following a telephone conversation between a senior
individual at Barclays and the Bank of England during which the external
perceptions of Barclays’ LIBOR submissions were discussed. No instruction for
Barclays to lower its LIBOR submissions was given during this telephone
conversation. However, as the substance of the telephone conversation was relayed
down the chain of command at Barclays, a misunderstanding or miscommunication
occurred. This meant that Barclays’ Submitters believed mistakenly that they were
operating under an instruction from the Bank of England (as conveyed by senior
management) to reduce Barclays’ LIBOR submissions.

177.
A Submitter emailed Manager F and others on 29 October 2008 in relation to this

instruction, copying in Compliance. The Submitter recorded his intention to comply
with the instruction. He went on to state that this would be “breaking the BBA rules”
with regard to LIBOR setting and stated that “the breaking of such rules will happen
until the instruction demanded by senior management will be rescinded or the BBA
rules are changed”.

178.
Compliance did not consider it was appropriate for Barclays’ Submitters to comply
with the instruction. An individual in Compliance responded to the Submitter’s email
on 3 November 2008 stating that he considered Barclays should continue to quote
LIBOR “where we see it – we obviously need to make sure we follow the BBA’s rules
and avoid potential action by the FX and MM committee [of the BBA]. I’ve not been
made aware of any suggestion by external sources that we should reduce rates to join
the “pack”, but I’ll take that up with senior management this week”.

179.
Compliance did not speak to Barclays’ Submitters. Compliance did not ensure that
the Submitters did not follow the instruction. The relevant individual in Compliance
thought his email would suffice to “nip it in the bud”. In addition, Compliance did
not discuss the issue with senior management. An individual in senior management
went on to reiterate the instruction at a meeting with Barclays’ Submitters on 6
November 2008.

180.
The instruction was taken into account by Barclays’ Submitters when determining
submissions, notwithstanding the view expressed by Compliance. After 6 November
2008, changes in market conditions affected Barclays’ LIBOR submissions such that
the instruction became redundant.

181.
Relevant individuals in Compliance were aware of the US Commodity Futures
Trading Commission (“CFTC”)’s investigation in connection with LIBOR at the time
these concerns were raised with Compliance in October 2008. Barclays was also in
communication with the FSA in relation to that investigation shortly thereafter.
However, the FSA was not informed of this issue relating to Barclays’ LIBOR
submissions until November 2009.

Conclusion on Compliance failings

182.
In September 2007, senior management flagged the potential conflict of interest
between Barclays’ Submitters and Derivatives Traders. This and other concerns were
escalated to Compliance. Compliance did not discuss these issues with the Submitters
and did not draft any policies or procedures relating to this conflict of interest. As a
consequence, internal requests continued to be made to Barclays’ Submitters in 2008
and 2009 and a Derivatives Trader did not escalate to Compliance a request from an
external trader in April 2011.

183.
Barclays’ approach to determining its LIBOR submissions during the financial crisis
was discussed with Compliance in December 2007. However Compliance did not
discuss this issue with Barclays’ Submitters, one of whom had escalated that he
considered Barclays’ approach to be inappropriate. Barclays continued to adopt the
same approach to LIBOR submissions after Compliance became involved.
Compliance contacted the FSA in relation to LIBOR submissions but did not convey
the Submitter’s concerns or explain fully Barclays’ approach.

38

184.
Concerns over an instruction given to Barclays’ Submitters by senior management on
29 October 2008 were escalated to Compliance. Compliance did not consider it
appropriate for the Submitters to follow the instruction. Compliance did not discuss
this issue with the Submitters or with senior management. The Submitters went on to
take the instruction into account and senior management went on to reiterate the
instruction on 6 November 2008. Compliance did not inform the FSA of this
instruction until November 2009.

FAILINGS

185.
The regulatory provisions relevant to this Warning Notice are referred to in Annex
A.

Principle 5

186.
Principle 5 of the FSA’s Principles for Businesses states that a firm must observe
proper standards of market conduct.

187.
The definitions of LIBOR and EURIBOR require submissions from contributing
banks based on their subjective judgement of borrowing or lending in the interbank
market. The definitions do not allow for consideration of derivatives traders’
positions or of concerns over the negative media perception of high LIBOR
submissions.

188.
Barclays breached Principle 5 on numerous occasions between January 2005 and
July 2008 by making US dollar LIBOR and EURIBOR submissions which took into
account requests made by its Derivatives Traders. This included requests made on
behalf of derivatives traders at other banks. The Derivatives Traders were motivated
by profit and sought to benefit Barclays’ trading positions. The requests were made
openly and in some cases Barclays’ trading desk managers received or participated
in inappropriate communications.

189.
It was inappropriate for Barclays to make US dollar LIBOR and EURIBOR
submissions which took its Derivatives Traders’ positions (or the positions of traders
at other banks) into account. Barclays did not therefore observe proper standards of
market conduct when making US dollar LIBOR and EURIBOR submissions.

190.
Barclays also breached Principle 5 on numerous occasions between February 2006
and October 2007 by seeking to influence the EURIBOR (and to a much lesser
extent the US dollar LIBOR) submissions of other banks contributing to the rate
setting process.

191.
Where Barclays made submissions which took into account the positions of its own
Derivatives Traders there was a risk that the published US dollar LIBOR and
EURIBOR rates would be manipulated. This risk was unacceptable, in particular
given the significance of LIBOR and EURIBOR rates to UK and international
financial markets. Barclays could have benefitted from this misconduct to the
detriment of other market participants. Where Barclays acted in concert with other
banks, the method of calculation of EURIBOR and LIBOR meant that the risk of
manipulation increased materially.

192.
Barclays also acted inappropriately and breached Principle 5 between September
2007 and May 2009 by making LIBOR submissions which took into account
concerns over the negative media perception of Barclays’ LIBOR submissions.

193.
Principle 3 of the FSA’s Principles for Businesses states that a firm must take
reasonable care to organise and control its affairs responsibly and effectively, with
adequate risk management systems.

194.
Barclays breached Principle 3 throughout the Relevant Period by failing to have
adequate risk management systems or effective controls in place in relation to its
LIBOR and EURIBOR submissions processes. The extent of Barclays’ misconduct
throughout the Relevant Period was exacerbated by these inadequate systems and
controls.

195.
The importance of benchmark reference rates such as LIBOR and EURIBOR to the
financial markets should have been obvious to Barclays. Barclays should have
ensured that the systems and controls around its submissions processes were
adequate. In addition, it would have been appropriate for Barclays to review
whether its systems and controls were adequate when the EBF highlighted the
obligations of EURIBOR contributing banks in 2007, during the course of the
BBA’s review of LIBOR in 2008 and when guidelines were circulated and finalised
by the BBA in 2008 and 2009. Barclays failed to do so.

196.
Principle 2 of the FSA’s Principles for Businesses states that a firm must conduct its
business with due skill, care and diligence.

197.
Barclays failed to conduct its business with due skill, care and diligence when
considering issues raised internally in relation to its LIBOR submissions. This was a
very serious breach by Barclays of Principle 2. LIBOR issues were escalated to
Compliance on three occasions during the Relevant Period. In each case
Compliance failed to assess and address the issues effectively.

198.
Compliance should have followed up on concerns being raised on these occasions.
Compliance should have produced a policy in response to the concern relating to the
conflict of interest between Submitters and Derivatives Traders which had been
flagged as an issue by senior management in September 2007.

199.
Compliance should have questioned Barclays’ Submitters in relation to concerns
raised about Barclays’ approach to LIBOR submitting during the financial crisis and
provided guidance to the Submitters on the appropriate approach. Compliance
should have reported the issues fully to the FSA.

200.
Compliance’s failures meant that other issues at Barclays relating to the LIBOR and
EURIBOR submissions process were allowed to continue. For example, internal
and external communications relating to Derivatives Traders’ requests continued
after the potential conflict of interest between Submitters and Derivatives Traders
had been flagged. Barclays’ approach to making submissions during the financial

crisis remained unchanged even after Compliance’s involvement in December 2007
and November 2008. Barclays’ breaches of Principle 5 and Principle 3 continued
despite Compliance’s involvement on these occasions.

201.
Compliance’s failures also led to unclear and insufficient communication about
issues to the FSA. Compliance should have informed the FSA fully of its approach
to LIBOR submissions during the financial crisis when it became aware of this issue
in 2007. Compliance should have notified the FSA of the instruction given on 29
October 2008 prior to November 2009, in particular because Compliance was in
communication with the FSA about the CFTC’s investigation soon after the
instruction was given.

SANCTION

202.
The regulatory provisions that the FSA has applied in determining an appropriate
and proportionate financial penalty are referred to in Annex A.

203.
Barclays’ misconduct encompassed a number of issues involving a significant
number of employees and occurring over a number of years. In relation to Barclays’
breaches of Principle 5, the FSA has had particular regard to the routine nature of the
Derivatives Traders’ requests and of instructions to Submitters to reduce Barclays’
LIBOR submissions during the financial crisis.

204.
The FSA considers there are mitigating factors in relation to Barclays’ conduct
during the financial crisis. In particular, the conditions in the money market at that
time meant the frequency and average size of transactions which could be
considered by Barclays’ Submitters when determining submissions were very
limited. In addition, Barclays raised concerns about other banks and did make
comments about Barclays’ own approach to submitting LIBOR to external entities
including the FSA (in the course of routine liquidity calls), however the comments
made to the FSA did not reflect fully Barclays’ conduct.

205.
In relation to Barclays’ breach of Principle 3, the FSA considers there are
aggravating factors relevant to penalty. In particular, the breach continued over a
number of years including after issues had been highlighted by the BBA and EBF.
Barclays did however improve its systems and controls by the end of the Relevant
Period and continued to make enhancements thereafter.

206.
Barclays’ breaches of Principles 5 and 3 could have been identified and remedied
during the Relevant Period on several occasions on which Compliance became
involved in relevant issues. Barclays’ Principle 2 breach however resulted in those
issues continuing. Barclays’ misconduct also resulted in issues not being reported to
the FSA or on occasion not being reported fully during the Relevant Period.

207.
These issues are of the utmost seriousness owing to the prevalence of LIBOR and
EURIBOR as benchmark reference rates in a number of relevant markets including
markets in OTC derivatives contracts and futures contracts traded on exchanges such
as LIFFE in London. LIBOR and EURIBOR also have a wider impact on other
markets. Barclays’ misconduct could have caused serious harm to participants in
any of these markets. Harm could have been caused by Barclays’ misconduct if the

final reference rates were affected by Barclays’ actions on any given day. Barclays’
misconduct also created the risk that the integrity of LIBOR and EURIBOR would
be called into question and that confidence in or the stability of the UK financial
system would be threatened.

208.
The FSA has also considered the nature and extent of the co-operation provided by
Barclays during the course of its investigation. The FSA acknowledges that
Barclays has provided extremely good co-operation, in particular in providing access
to evidence and facilitating voluntary witness interviews which were conducted by
the FSA together with overseas authorities. The FSA’s investigation would have
taken much longer to conclude without Barclays’ co-operative approach.

PROCEDURAL MATTERS

Decision maker

209.
The decision which gave rise to the obligation to give this Notice was made by the
Settlement Decision Makers.

210.
This Final Notice is given under, and in accordance with, section 390 of the Act.

Manner of and time for Payment

211.
The financial penalty must be paid in full by Barclays to the FSA by no later than 11
July 2012, 14 days from the date of the Final Notice.

If the financial penalty is not paid

212.
If all or any of the financial penalty is outstanding on 12 July 2012, the FSA may
recover the outstanding amount as a debt owed by Barclays and due to the FSA.

213.
Sections 391(4), 391(6) and 391(7) of the Act apply to the publication of
information about the matter to which this notice relates. Under those provisions,
the FSA must publish such information about the matter to which this notice relates
as the FSA considers appropriate. The information may be published in such
manner as the FSA considers appropriate. However, the FSA may not publish
information if such publication would, in the opinion of the FSA, be unfair to
Barclays or prejudicial to the interests of consumers.

214.
The FSA intends to publish such information about the matter to which this Final
Notice relates as it considers appropriate.

FSA contacts

215.
For more information concerning this matter generally, Barclays should contact
Tepo Din (direct line: 020 7066 6834) or Joanna Howard (direct line: 020 7066
3528) at the FSA.

FSA Enforcement and Financial Crime Division

ANNEX A

RELEVANT STATUTORY PROVISIONS, REGULATORY REQUIREMENTS AND
FSA GUIDANCE

1.
STATUTORY PROVISIONS

1.1.
The FSA’s statutory objectives, set out in section 2(2) of the Act, are market
confidence, financial stability, consumer protection and the reduction of financial
crime.

1.2.
Section 206 of the Act provides:

“If the Authority considers that an authorised person has contravened a requirement
imposed on him by or under this Act, it may impose on him a penalty, in respect of the
contravention, of such amount as it considers appropriate”.

1.3.
Barclays is an authorised person for the purposes of section 206 of the Act. The
requirements imposed on authorised persons include those set out in the FSA’s rules
made under section 138 of the Act.

2.
REGULATORY PROVISIONS

2.1.
In exercising its power to issue a financial penalty, the FSA must have regard to the
relevant provisions in the FSA Handbook of rules and guidance (the FSA Handbook).

2.2.
In deciding on the action proposed, the FSA has also had regard to guidance published
in the FSA Handbook and set out in the Regulatory Guides, in particular the Decision
Procedure and Penalties Manual (DEPP).

Principles for Businesses (PRIN)

2.3.
The Principles are a general statement of the fundamental obligations of firms under
the regulatory system and are set out in the FSA’s Handbook. They derive their
authority from the FSA’s rule-making powers as set out in the Act and reflect the
FSA’s regulatory objectives. The relevant Principles are as follows:

2.4.
Principle 2 provides:

“A firm must conduct its business with due skill, care and diligence”.

2.5.
Principle 3 provides:

“A firm must take reasonable care to organise and control its affairs responsibly and
effectively, with adequate risk management systems”.

2.6.
Principle 5 provides:

“A firm must observe proper standards of market conduct”.

Decision Procedure and Penalties Manual (DEPP)

2.7.
Guidance on the imposition and amount of penalties is set out in Chapter 6 of DEPP.
Changes to DEPP were introduced on 6 March 2010. Given that the majority of the
misconduct occurred prior to that date, the FSA has had regard to the provisions of
DEPP in force prior to that date.

2.8.
DEPP 6.1.2 provides that the principal purpose of imposing a financial penalty is to
“promote high standards of regulatory and/or market conduct by deterring persons
who have committed breaches from committing further breaches, helping to deter
other persons from committing similar breaches, and demonstrating generally the
benefits of compliant behaviour”.

2.9.
DEPP 6.5.2 sets out some of the factors that may be taken into account when the FSA
determines the level of a financial penalty that is appropriate and proportionate to the
misconduct as follows:

(1)
deterrence;

(2)
the nature, seriousness and impact of the breach in question;

(3)
the extent to which the breach was deliberate and reckless;

(4)
whether the person on who the penalty is to be imposed is an individual;

(5)
the size, financial resources and other circumstances of the person on whom
the penalty is to be imposed;

(6)
the amount of benefit gained or loss avoided;

(7)
difficulty of detecting the breach;

(8)
conduct following the breach;

(9)
disciplinary record and compliance history;

(10)
other action taken by the FSA;

(11)
action taken by other domestic or international regulatory authorities;

(12)
FSA guidance or other published materials; and

(13)
the timing of any agreement as to the amount of the penalty.

2.10. The FSA has also had regard to the provisions of the Enforcement manual (ENF) in
force prior to 28 August 2007, in relation to misconduct which occurred prior to that
date.