# BARCLAYS CAPITAL INC. X-17A-5 (2023-02-27) — Broker-dealer annual report - Company: BARCLAYS CAPITAL INC. - Form: X-17A-5 - Filed: 2023-02-27 - Period: 2022-12-31 - Accession: 0001104659-23-026198 - CIK: 851376 - File #: 8-41342 - Type: Broker-dealer - Material weakness: No - Auditor: KPMG LLP - Auditor location: New York, NY - Contact: Carol P Mathis - Phone: 212-526-9516 - Signed by: Carol P Mathis (Chief Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/851376/000110465923026198/full.pdf --- {0}------------------------------------------------ # Barclays Capital Inc. December 31, 2022 {1}------------------------------------------------ | | Page(s) | |--------------------------------------------------------------|---------| | 1
Report of Independent Registered Public Accounting Firm | | | Financial Statement | | | Statement of Financial Condition 2 | | | Notes to Statement of Financial Condition 3 - 42 | | {2}------------------------------------------------ ![](_page_2_Picture_0.jpeg) KPMG LLP 345 Park Avenue New York, NY 10154-0102 # Report of Independent Registered Public Accounting Firm To the Stockholder and the Board of Directors Barclays Capital Inc.: ### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of Barclays Capital Inc. (the Company) as of December 31, 2022, and the related notes (collectively, the financial statement). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2022, in conformity with U.S. generally accepted accounting principles. ### Basis for Opinion opinion on this financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. New York, New York February 27, 2023 {3}------------------------------------------------ (in millions, except share data) | Assets | | |--------------------------------------------------------------------------------------|---------------| | Cash and cash equivalents | \$
1,201 | | Cash and cash equivalents segregated for regulatory and other purposes | 2,539 | | Collateralized agreements: | | | Securities purchased under agreements to resell (includes \$8,118 at fair value) | 18,693 | | Securities borrowed (includes \$37,811 at fair value) | 37,817 | | Securities received as collateral, at fair value (includes \$98 pledged as | | | collateral) | 98 | | Financial instruments owned, at fair value (includes \$20,349 pledged as collateral) | 25,745 | | Receivables from brokers, dealers and clearing organizations | 19,636 | | Receivables from customers (includes \$9,353 at fair value) | 11,520 | | Accrued interest and dividend receivables | 12 | | Other assets | 458 | | Total assets | \$
117,719 | | | | | Liabilities and Stockholder's Equity | | | Collateralized financings: | | | Securities sold under agreements to repurchase (includes \$24,505 at fair value) | \$
28,128 | | Securities loaned (includes \$20,768 at fair value) | 20,770 | | Obligation to return securities received as collateral, at fair value | 98 | | Financial instruments sold, but not yet purchased, at fair value | 9,712 | | Payables to brokers, dealers and clearing organizations | 1,160 | | Payables to customers (includes \$14,089 at fair value) | 35,924 | | Short-term borrowings | 754 | | Commercial paper | 1,815 | | Accrued interest and dividend payables | 76 | | Other liabilities (includes \$777 at fair value) | 1,769 | | Long-term borrowings | 5,366 | | Subordinated debt | 5,550 | | Total liabilities | 111,122 | | | | | Stockholder's equity | | | Common stock
no par value, 5,000 shares authorized, | | | 10 shares issued and outstanding | - | | Additional paid-in capital | 5,303 | | Retained earnings | 1,294 | | Total stockholder's equity | 6,597 | | Total liabilities and stockholder's equity | \$
117,719 | The accompanying notes are an integral part of this Statement of Financial Condition. {4}------------------------------------------------ ### 1. Organization company, is a registered broker-dealer with the and the Financial Industry Regulatory Authority , registered with the Commodity Futures Trading Commission a municipal advisor registered with the SEC and Municipal Securities and a member of the Securities Investor Protection Corporation . The Company is headquartered in New York, with registered branch offices in Afton, Atlanta, Boston, Charlotte, Chicago, Houston, Los Angeles, Media, Menlo Park, New York, San Juan, San Francisco, Seattle, Washington D.C., Whippany and Zionsville. includes money managers, insurance companies, pension funds, hedge funds, depository institutions, corporations, trust banks, money market and mutual funds, domestic and international governmental agencies, and central banks. In its capacity as a registered broker-dealer and FCM, the Company engages in a broad range of primary and secondary securities markets and futures brokerage activities. It is an underwriter, placement agent and/or dealer for corporate debt and equity securities, municipal securities, government and agency securities, mortgage-backed-related instruments, other asset-backed securities, collateralized loan obligations, listed options and futures. It also serves as a prime broker providing clearance, settlement and financing services to its clients. The Company is a member of several securities and commodities exchanges. It is also a primary dealer in US government securities. In addition, the Company provides strategic and financial advisory services to its corporate clients. US Inc. ("BGUS"). BGUS is wholly owned by Barclays US LLC , a direct subsidiary of Barclays US Holdings Limited -US incorporated subsidiary directly owned by Barclays Bank PLC , but is a US resident for tax purposes. Both BUSLLC and BUSHL are ultimately owned by Barclays PLC ("BPLC , and collectively wit the ). Both BBPLC and BPLC are United Kingdom companies, while BGUS is a Delaware corporation, BUSLLC is a Delaware limited liability company and BUSHL is a Cayman Islands limited company. BUSLLC is the US Intermediate Holding Company for the US operations of BBPLC, as required by Regulation YY of the Board of Governors of the Federal Reserve System capital and leverage standards and annual Comprehensive Capital Analysis and Review and Horizontal Capital Examination assessments. The Company has significant intercompany transactions with related parties as described in Note 14, ### 2. Significant Accounting Policies ### Basis of Presentation The Statement of Financial Condition has been prepared in accordance with accounting principles US US Dollar is the functional currency of the Company. In the opinion of management, the Statement of Financial Condition includes all adjustments necessary to present fairly the financial position at December 31, 2022. ### Use of Estimates Preparation of the Statement of Financial Condition in accordance with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, and certain disclosures at the date of the Statement of Financial Condition. Actual results could differ from these estimates. {5}------------------------------------------------ ### Cash and Cash Equivalents Cash and cash equivalents are comprised of on demand deposits. Cash on deposit with financial institutions may, at times, exceed federal insurance limits. ### Cash and Cash Equivalents Segregated for Regulatory and Other Purposes Cash and cash equivalents segregated for regulatory and other purposes consist of cash and cash equivalents segregated under the Commodity Exchange Act and in special reserve bank accounts for the exclusive benefit of customers and Proprietary Accounts of Brokerunder Rule 15c3-3 of the Securities Exchange Act . ### Collateralized Agreements and Financings Agreements , Securities borrowed and Securities received as collateral, at fair value. Collateralized A , Securities loaned and Obligation to return securities received as collateral, at fair value. Where the req -20, Balance Sheet Offsetting 210- ollateralized agreements and collateralized financings are presented on a net-bycounterparty basis on the Statement of Financial Condition. ### Resale and Repurchase Agreements Resale and Repurchase Agreements are either carried at the amounts of cash advanced or received, plus accrued interest, or at their fair value pursuant to the fair value option based on such instruments on a fair value basis (for further description, see Note 5 . Resale Agreements require the Company to deposit cash with the seller and to take possession of the purchased securities. Repurchase Agreements require the buyer to deposit cash with the Company and to take possession of the sold securities. The fair value of the securities sold or purchased is generally in excess of the cash received or provided. The Company monitors the fair value of securities purchased under Resale Agreements and securities sold under Repurchase Agreements on a daily basis, with additional collateral obtained or posted as necessary. # Securities Borrowed and Loaned Securities borrowed and loaned can either be carried at the amounts of cash advanced or received, plus accrued interest, or at their fair value pursuant to the fair value option based on such instruments on a fair value basis (for further description, see Note 5, . Securities borrowed transactions require the Company to deposit cash collateral with the lender. Securities loaned transactions require the borrower to deposit cash collateral with the Company. Cash collateral is generally in excess of the fair value of securities loaned or borrowed. The Company monitors the fair value of securities borrowed and loaned on a daily basis, with additional collateral obtained or posted as necessary. Securities Received as Collateral, at Fair Value and Obligation to Return Securities Received as Collateral, at Fair Value When the Company acts as the lender of securities in a securities lending agreement and the Company receives securities that can be either pledged or sold, the Company recognizes an asset, representing the fair value of the securities received as collateral, and a liability, representing the obligation to return those securities. ### Transfers of Financial Assets In general, transfers of financial assets are accounted for as sales in accordance with ASC 860, Transfers and Servicing, when the Company has relinquished control over the transferred assets. A transferor is considered to have relinquished control over the assets where (1) the transferred assets or exchange the {6}------------------------------------------------ financial assets (or if the transferee is a securitization or asset-backed financing vehicle that is constrained from pledging or exchanging the assets it receives, the holder of the beneficial interests issued by the vehicle can pledge or exchange the beneficial interests), and (3) the Company does not maintain effective control of the transferred assets through the ability to repurchase them before their maturity, or have the ability to unilaterally cause the holder to return them (or if the transferee is a securitization or asset-backed financing vehicle that the Company cannot repurchase the beneficial interests before their maturity or have the ability to unilaterally cause the holder to return the thirdparty beneficial interests related to those transferred assets). ### Variable Interest Entities The Company prepares the Statement of Financial Condition in accordance with ASC 810, Consolidation . VIEs are entities that lack either of the following characteristics: (1) the total equity investment at risk is sufficient to enable the entity to finance its ongoing activities or (2) the equity investors have power to direct the most significant activities of the entity (the activities that impact the economic performance of the entity), the obligation to absorb expected losses of the entity, and the right to receive the residual returns of the entity. A controlling financial interest in a VIE is present when an enterprise has a variable interest, or a combination of variable interests, that provides the enterprise with (1) the power to direct the residual returns, or both, that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. In accordance with ASC 810, the Company consolidates VIEs if it is the primary beneficiary. The Company reassesses its initial evaluation of whether an entity is a VIE when certain reconsideration events occur. The Company reassesses its determination of whether it is the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances. # Fair Value Measurements The Company accounts for a significant portion of its financial instruments at fair value in accordance with ASC 820, Fair Value Measurement The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). In the absence of an active market for a financial instrument, financial assets are marked to bid prices and financial liabilities are marked to offer prices. Where the Company acts as a market-maker, financial instruments are marked to mid-market prices. Fair value measurements do not include transaction costs. s policy with respect to transfers between levels of the fair value hierarchy is to recognize the transfers into and out of each level, other than those between Level 1 and Level 2, as of the end of the reporting period. ### Financial Instruments Owned, at Fair Value and Financial Instruments Sold, but Not Yet Purchased, at Fair Value , at fair value and Financial instruments sold, but not yet purchased, at fair value are comprised of securities purchased or sold short and derivatives, and are reflected on the Statement of Financial Condition on a trade-date basis. ### Customer Securities Transactions Securities owned by customers, including those that collateralize margin or other similar transactions and are held for clients in an agency or fiduciary capacity by the Company, are not considered assets of the Company and are not included on the Statement of Financial Condition. However, in the event of fails to deliver securities to or receive securities from the customer, the Company records {7}------------------------------------------------ corresponding Receivables from customers or Payables to customers, respectively. These customer securities transactions are recorded on a settlement-date basis of the associated transaction on the Statement of Financial Condition. The Company monitors the fair value of collateral held and the fair additional collateral when appropriate. ### Receivables from and Payables to Brokers, Dealers and Clearing Organizations Receivables from and Payables to brokers, dealers and clearing organizations consist primarily of fails to deliver or receive securities, margin balances, cash deposits at clearing organizations, and amounts related to unsettled securities trading activity. In accordance with ASC 940, Financial Services Brokers and Dealers, amounts related to regular-way unsettled trades are presented on a net basis. ### Receivables from and Payables to Customers Receivables from and Payables to customers include amounts due on cash and margin transactions and amounts related to unsettled securities trading activity. As a clearing member, the Company collects and remits margin (either cash or securities collateral) between its customers and clearing organizations. Where the Company obtains benefits from or controls cash balances, the Company recognizes the initial margin as Payables to customers and Receivables from brokers, dealers and clearing organizations. Margin loans are measured at fair value on the Statement of Financial Condition pursuant to a fair value option election, when they are managed on a fair value basis. For certain customers, the Company has agreed to waive its transformation rights with respect to such cash balances and pass through all interest paid by the clearing organization. The Company also does not guarantee and is not liable to those customers for the performance of the clearing organization. As a result, the Company does not reflect such amounts on its Statement of Financial Condition. ### Loss Contingencies In accordance with ASC 450, Contingencies 450 , the Company establishes an accrual for all litigation and regulatory matters, including matters disclosed herein, when it believes it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted, as appropriate, in light of additional information. The amount of loss ultimately incurred in relation to those matters may be higher or lower than the amounts accrued for those matters. ### Share-Based Compensation The Company applies ASC 718, Compensation Stock Compensation, which focuses primarily on accounting for transactions in which an entity obtains employee services in exchange for sharebased payments. #### Employee Benefits The Company, along with other affiliates, participates sponsored by an affiliate. The Company accounts for its involvement in the Plan as multiemployer plans and only recognizes its allocated contributions to the Plan, in accordance with ASC 715, Compensation Retirement Benefits . #### Postemployment Nonretirement Benefits The Company applies ASC 712, Compensation Nonretirement Postemployment Benefits Obligations for postemployment benefits within the scope of ASC 712 are not accrued for in accordance with ASC 450 as a contingent liability because the amount cannot be reasonably estimated. Since the level of benefits provided is the same for any disabled employee regardless of years of service, the cost of those benefits is recognized when the event causing a long-term disability occurs and a reasonable estimate can be made. {8}------------------------------------------------ ### Income Taxes The Company is included in the consolidated US federal income tax return of BUSHL. The Company files combined and unitary state and local income tax returns with affiliates, as well as certain separate state and local filings. The Company computes tax provisions in accordance with ASC 740, Income Taxes on a modified separate return method. The Company is party to a tax sharing arrangement with BUSHL and BUSLLC, whereby certain current taxes are periodically cash settled. If applicable, the Company is reimbursed on a current basis by BUSHL and BUSLLC for the benefit generated from federal, combined and unitary state and local tax losses. Deferred tax assets and deferred tax liabilities are recognized for temporary differences between the Deferred taxes are measured to reflect the tax rates at which future taxable amounts will likely be settled or realized. The effects of tax rate changes on deferred tax assets and deferred tax liabilities, as well as other changes in income tax laws are recognized in the period during which such changes are enacted. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company assesses its ability to realize deferred tax assets on a modified separate return method based on the availability of the four sources of taxable income discussed in ASC 740, including but not limited to projections of future taxable income, as well as the other factors of the filing groups of the relevant jurisdictions. deferred tax assets and deferred tax liabilities are presented on a net basis, where applicable, as a component of Other assets on the Statement of Financial Condition. The Company follows guidance under ASC 740, which sets out a consistent framework to determine the appropriate level of tax benefit to record for uncertain tax positions. ASC 740 prescribes a recognition threshold and a measurement aspect for the financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. Positions that meet the more-likely-than-not recognition criteria are measured to determine the amount which is greater than 50 percent likely to be realized upon settlement with a taxing authority. The The US Tax Cuts and Jobs Act introduced the base erosion anti-January 1, 2018. BEAT seeks to impose a bas corporations, part of a group with at least \$500 million average annual gross receipts, and which 2% or higher. If these conditions are met, the BEAT liability is computed on a taxpayer level. The relevant group for the purposes of determining the base erosion parented by BUSHL BUSHL is to apply a modified separate return method for determining whether it is an applicable taxpayer for BEAT purposes by looking to US federal income tax law which makes the determination for each member of the controlled group by determining if the controlled group is an applicable taxpayer. {9}------------------------------------------------ ### Recent Accounting Developments ### Accounting Standards Adopted During 2022 ### Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -40) In 2020, the FASB issued ASU 2020-06, Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -40), which amends the guidance on convertible instruments and the guidance on the derivatives scope associated with applying US GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, the ASU reduces the number of accounting models and eliminates the requirement to separate certain embedded conversion features from the host contract. The ASU also amends the gui own equity to reduce form-over-substance-based accounting conclusions and amends the related earnings per share guidance impacted by these updates. The Company adopted ASU 2020-06 on January 1, 2022 with immaterial impact upon adoption. ### Reference Rate Reform (Topic 848) Deferral of the Sunset Date of Topic 848 In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) Deferral of the Sunset Date of Topic 848. ASU 2022-06 defers the sunset date of Topic 848 to December 31, 2024. Topic 848 permits optional practical expedients and applies to contract modifications or hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. ASU 2022-06 was adopted at the time of issuance with immaterial impact, and the Company will continue to apply the accounting relief in ASC 848 as relevant contract modifications are made until the sunset date. ### Accounting Standards Issued but not yet Adopted ### Fair Value Measurement (Topic 820) Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. In addition, the ASU clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The ASU also requires certain disclosures for equity securities subject to contractual sale restrictions. The ASU is effective for the reporting period beginning on January 1, 2024. The Company does not expect a material impact from the adoption of the ASU. {10}------------------------------------------------ ### 3. Assets Segregated or Held in Separate or Sequestered Accounts for Regulatory and Other Purposes At December 31, 2022, assets segregated or held in separate accounts under SEC and CEA regulations are included on the Statement of Financial Condition as follows (in millions): | Cash and cash equivalents segregated for regulatory and other purposes (a) | \$
2,539 | |----------------------------------------------------------------------------|--------------| | Securities purchased under agreements to resell (b) | 759 | | Financial instruments owned, at fair value (b) | 1,241 | | Receivables from brokers, dealers and clearing organizations (c) | 17,629 | | Total | \$
22,168 | | | | (a) Includes cash of \$500 million segregated in special reserve bank accounts for the exclusive benefit of customers and proprietary accounts of broker-dealers under Rule 15c3-3. (b) Includes US Treasury securities segregated in special reserve bank account for the exclusive benefit of customers under 15c3-3. (c) Includes cash on deposit at exchanges and margin receivables as required by the CFTC under the CEA. #### 4. Financial Instruments The following inancial instruments owned, at fair value, including those pledged as collateral and Financial instruments sold, but not yet purchased, at fair value, that are measured in accordance with ASC 820 as of December 31, 2022 (in millions): | Fair Value of Financial Instruments: | Financial
instruments
owned, at fair
value | Financial
instruments
sold, but not
yet purchased,
at fair value | | | |----------------------------------------------------------------------------------|-----------------------------------------------------|------------------------------------------------------------------------------|--|--| | Money market instruments | \$
1,766 | \$
- | | | | Government, agency and municipals: | | | | | | Government securities | 10,575 | 5,908 | | | | Agency securities | 7,012 | 6 | | | | Municipal securities | 462 | 12 | | | | Mortgage-backed securities ("MBS") and
other asset-backed securities ("ABS"): | | | | | | Commercial MBS | 260 | - | | | | Residential MBS | 73 | - | | | | Other ABS | 363 | - | | | | Corporate debt securities | 69 | 13 | | | | Equities and convertibles | 4,517 | 2,899 | | | | Derivative contracts, net: | | | | | | Equity options | - | 168 | | | | To-be-announced ("TBA") contracts | 586 | 593 | | | | Other derivatives | 62 | 113 | | | | Total | \$
25,745 | \$
9,712 | | | Financial instruments sold, but not yet purchased, at fair value represent obligations of the Company to deliver a specified security or cash at a contracted price. These transactions are subject to market risk if the market price of these financial instruments changes subsequent to the date of the Statement of Financial Condition. {11}------------------------------------------------ ### Derivative Contracts The derivative balances represent future commitments to exchange payment streams based on contract or notional amounts or to purchase or sell other financial instruments at specified terms on a specified date. Derivative contracts may be listed and traded on exchanges (referred to as exchange-traded) or privately negotiated directly between two parties (referred to as over-thecounter derivatives). Both exchange-traded and OTC derivatives are presented in the following table. The Company enters into trading derivative contracts to satisfy the needs of its clients, for trading sks resulting from its trading and market making activities. The Company also enters into futures contracts to economically hedge its interest rate exposure to US Treasury securities in which it invests. The Company entered into a guarantee with BBPLC that transfers the counterparty credit risk associated with derivative clearing clients, to BBPLC. The amount reimbursable under the contract as of December 31, 2022 is capped at \$800 million, and has been fully collateralized by BBPLC with cash, with a corresponding payable back to BBPLC. The cash collateral, which is on deposit at clearing organizations, and the payable are recognized on the Statement of Financial Condition in Receivables from brokers, dealers and clearing organizations and Other liabilities, respectively. For additional information, see Note 14 Transactions with Affiliated Companies . Derivative transactions are measured at fair value, with derivative assets reported on the Statement of Financial Condition as Financial instruments owned, at fair value, and derivative liabilities as Financial instruments sold, but not yet purchased, at fair value. contracts by major product type on a gross basis as of December 31, 2022, prior to the application of the impact of counterparty netting under ASC 210-20. Where the Company has entered into a legally enforceable netting agreement with counterparties, it may report derivative assets and liabilities on a net-by-counterparty basis on the Statement of Financial Condition. Net presentation of derivative assets and liabilities does not impact the classification of the derivative instruments within the fair value hierarchy. Gross fair values in the following table exclude the effects of netting under enforceable netting agreements, and therefore are not representativ | | Derivative
Assets | Derivative
Liabilities | Contract /
Notional | | | |-------------------------------------------|----------------------|---------------------------|------------------------|--|--| | Equity options | \$
10,182 | \$
10,350 | \$
363,434 | | | | TBA contracts | 1,158 | 1,165 | 276,962 | | | | Other | 62 | 113 | 69,387 | | | | Gross fair value of derivatives contracts | \$
11,402 | \$
11,628 | \$
709,783 | | | derivative activity, the notional amount is not exchanged but rather used as a reference to calculate payments for most derivative transactions. {12}------------------------------------------------ The following table presents the gross amounts, amounts offset and underlying collateral value of those arrangements subject to enforceable netting agreements where netting was applied, and amounts not subject to enforceable netting agreements on derivative assets and liabilities as of December 31, 2022 (in millions): | | | Amounts Subject to Enforceable Netting Agreements | | | | | | | | | | | | |---------------------------|--------------------------------------------------------------|---------------------------------------------------|----|-----------------------------------------------------------------------------------|----|-------------------------------|----|---------------|----|----------------------------------------------------------------------|----|-------------------------------------------------|--| | | Effects of Offsetting on Statement of
Financial Condition | | | | | Related Amounts Not
Offset | | | | | | | | | | Gross
Amounts | Amounts
Offset (a) | | Net
Amounts
Reported
on the
Statement
of
Financial
Condition | | Financial
Collateral (b) | | Net
Amount | | Amounts
Not
Subject to
Enforceable
Netting
Agreements | | Statement
of Financial
Condition
Total | | | Derivative
Assets | \$ 11,029 | \$(10,754) | \$ | 275 | \$ | - | \$ | 275 | \$ | 373 | \$ | 648 | | | Derivative
Liabilities | \$ 11,194 | \$(10,754) | \$ | 440 | \$ | 228 | \$ | 212 | \$ | 434 | \$ | 874 | | (a) Includes counterparty netting for equity options and certain TBA contracts for which the Company elected to offset under ASC 210-20. (b) Collateral is reflected at its fair value, but has been limited to the net exposure on the Statement of Financial Condition so as not to include any overcollateralization. Includes cash and financial instrument collateral related to arrangements subject to an enforceable master netting agreement where the netting was applied on the Statement of Financial Condition. As of December 31, 2022, the Company had no requirements to post additional collateral under -term credit rating, and was not subject to termination of these transactions in the event of such a reduction. ### 5. Fair Value Measurements ASC 820 sets forth a fair value hierarchy that categorizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (L hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The three levels of the fair value hierarchy under ASC 820 are described below: ### Unadjusted Quoted Prices in Active Markets Level 1 Financial instruments are classified as Level 1 if their value is observable in an active market. Such instruments are valued by reference to unadjusted quoted prices for identical assets or liabilities in active markets where the quoted price is readily available, and the price represents actual and regularly occurring market transactions. An active market is one in which transactions occur with sufficient volume and frequency to provide pricing information on an ongoing basis. ### Valuation Technique Using Observable Inputs Level 2 Financial instruments classified as Level 2 are valued using quoted prices for identical instruments in markets that are not considered to be active, or quoted prices for similar assets or liabilities in active markets, or valuation techniques in which all significant inputs are observable, or can be corroborated by observable market data, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 valuations include financial instruments, which are valued using market standard pricing techniques, such as options and TBA contracts that are commonly traded in markets where all the inputs to the market standard pricing models are observable. Reverse repurchase and repurchase agreements and other similar secured lending agreements are valued {13}------------------------------------------------ by discounting the expected future cash flows. The inputs to the valuation include interest rates and repo rates which are determined based on the specific parameters of the transaction. ### Valuation Technique Using Significant Unobservable Inputs Level 3 Financial instruments are classified as Level 3 if their valuation incorporates significant inputs that are not based on observable market data (unobservable inputs). Such inputs are generally determined based on observable inputs of a similar nature, historical observations on the level of the inputs, or other analytical techniques. ### Credit Risk Credit risk is an essential component of fair value. Cash products (e.g., bonds and loans) and derivative financial instruments (particularly those with significant future projected cash flows) are traded in the market at levels which reflect credit considerations. Credit exposures are adjusted to reflect mitigants, namely collateral agreements, which reduce exposures based on triggers and contractual posting requirements. ### Fair Value Hierarchy The following table presents the financial assets and liabilities at fair value as of December 31, 2022, by underlying instrument type and by the valuation hierarchy as described earlier in this Note (in millions): {14}------------------------------------------------ | | Fair Value Measurements on a Recurring Basis as of December 31, 2022 | | | | | | | | | | |--------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------|---------|----|-------------|------------------|---------|----|-------------|----|------------------| | | Level 1
Level 2
Level 3 | | | Netting (a) | Total Fair Value | | | | | | | Assets | | | | | | | | | | | | Financial instruments owned, at fair value | | | | | | | | | | | | Money market instruments | \$ | - | \$ | 1,766 | \$ | - | \$ | - | \$ | 1,766 | | Government, agency and municipals: | | | | | | | | | | | | Government securities | | 8,050 | | 2,525 | | - | | - | | 10,575 | | Agency securities | | - | | 6,828 | | 184 | | - | | 7,012 | | Municipal securities | | - | | 462 | | - | | - | | 462 | | MBS and other ABS: | | | | | | | | | | | | Commercial MBS | | - | | 217 | | 43 | | - | | 260 | | Residential MBS | | - | | 38 | | 35 | | - | | 73 | | Other ABS | | - | | 298 | | 65 | | - | | 363 | | Corporate debt securities | | - | | 64 | | 5 | | - | | 69 | | Equities and convertibles | | 1,348 | | 3,123 | | 46 | | - | | 4,517 | | Derivative contracts: | | | | | | | | | | | | Equity options | | 5,818 | | 4,364 | | - | | (10,182) | | - | | TBA contracts | | - | | 1,158 | | - | | (572) | | 586 | | Other derivatives | | 37 | | 25 | | - | | - | | 62 | | Total Financial instruments owned, at fair value | \$ | 15,253 | \$ | 20,868 | \$ | 378 | \$ | (10,754) | \$ | 25,745 | | Securities purchased under agreements to resell | \$ | - | \$ | 38,822 | \$ | - | \$ | (30,704) | \$ | 8,118 | | Securities borrowed | \$ | - | \$ | 37,811 | \$ | - | \$ | - | \$ | 37,811 | | Securities received as collateral, at fair value | \$ | - | \$ | 98 | \$ | - | \$ | - | \$ | 98 | | Receivables from customers | \$ | - | \$ | 9,865 | \$ | - | \$ | (512) | \$ | 9,353 | | | | Level 1 | | Level 2 | | Level 3 | | Netting (a) | | Total Fair Value | | Liabilities
Financial instruments sold, but not yet purchased, at fair
value
Government, agency and municipals: | | | | | | | | | | | | Government securities | \$ | 4,872 | \$ | 1,036 | \$ | - | \$ | - | \$ | 5,908 | | Agency securities | | - | | 6 | | - | | - | | 6 | | Municipal securities | | - | | 12 | | - | | - | | 12 | | Corporate debt securities | | - | | 13 | | - | | - | | 13 | | Equities and convertibles | | 1,941 | | 958 | | - | | - | | 2,899 | | Derivative contracts: | | | | | | | | | | | | Equity options | | 6,456 | | 3,894 | | - | | (10,182) | | 168 | | TBA contracts | | - | | 1,165 | | - | | (572) | | 593 | | Other derivatives | | 46 | | 67 | | - | | - | | 113 | | Total Financial instruments sold, but not yet purchased, at
fair value | \$ | 13,315 | \$ | 7,151 | \$ | - | \$ | (10,754) | \$ | 9,712 | | Securities sold under agreements to repurchase | \$ | - | \$ | 56,230 | \$ | - | \$ | (31,725) | \$ | 24,505 | | Securities loaned | \$ | - | \$ | 20,768 | \$ | - | \$ | - | \$ | 20,768 | | Obligation to return securities received as collateral, at
fair value | \$ | - | \$ | 98 | \$ | - | \$ | - | \$ | 98 | | Payables to customers | \$ | - | \$ | 14,601 | \$ | - | \$ | (512) | \$ | 14,089 | | Other liabilities | \$ | - | \$ | 777 | \$ | - | \$ | - | \$ | 777 | | | | | | | | | | | | | (a) Netting represents counterparty netting as permitted under US GAAP where a legally enforceable netting agreement exists. Securities purchased under agreements to resell and Securities sold under agreements to repurchase may be carried under fair value or amortized cost. For discussion on offsetting of collateralized agreements and financings, see Note 6 #### Cash Instruments and Derivative Contracts Financial instruments are separated into two categories described below: cash instruments and derivative contracts. {15}------------------------------------------------ ### Cash Instruments Level 1 or Level 2 of the fair value hierarchy. ### Level 1 Cash Instruments Level 1 cash instruments, valued based on unadjusted, quoted market prices for identical unrestricted instruments in active markets, include certain US government obligations and actively traded listed equities. The Company defines active markets for equity instruments based on the average daily volume both in absolute terms and relative to the market capitalization for the instrument. The Company defines active markets for debt instruments based on the average daily volume and the number of days with trading activity. The Company does not apply liquidity or concentration reserves for such instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price. ### Level 2 Cash Instruments Level 2 cash instruments include money market instruments, less liquid government bonds, most government agency obligations, MBS, and other ABS, corporate bonds, certain mortgage products, less liquid listed equities, state, municipal and provincial obligations, Securities purchased under agreements to resell, Securities borrowed, Receivables from customers, Securities sold under agreements to repurchase, Securities loaned, Payables to customers, and Other liabilities. Valuations for these types of instruments can be verified to observable inputs such as quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. ### Level 3 Cash Instruments Certain cash instruments are classified within Level 3 of the fair value hierarchy if they trade infrequently and have little or no price transparency. Such instruments include less liquid agency securities, MBS and ABS, less liquid corporate debt securities (including distressed debt instruments), and certain types of equity instruments, primarily private equity. Absent evidence to the contrary, instruments classified within Level 3 of the fair value hierarchy are initially valued at the transaction price, which is considered to be the best initial estimate of fair value. Subsequent to the transaction date, the Company uses other methodologies to determine fair value, which vary based on the type of instrument, as described below. Valuation is adjusted generally only when changes to inputs and assumptions are corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, other transactions across the capital structure, offerings in the equity or debt capital markets, and changes in financial ratios or expected cash flows. The valuation techniques and significant inputs used in determining the fair value of each class of cash instrument classified within Level 3 of the fair value hierarchy are as follows: Agencies, MBS, Other ABS and Corporate Debt Securities. Valuations are generally based on relative value analyses. The significant inputs for these valuations include prices for similar instruments for which observable prices are available, and prices from broker quotes that are indicative or not corroborated by observable market data. {16}------------------------------------------------ Equities and Convertibles. For equities and convertibles, the Level 3 population is comprised of non-actively traded equities, convertible bonds, and private equity securities. Valuations are generally based on relative value analyses. The significant inputs for these valuations include prices for similar instruments for which observable prices are available, and prices from broker quotes that are indicative or not corroborated by observable market data. ### Derivative Contracts Exchange-traded derivatives, including equity options, typically fall within Level 1 or Level 2 of the fair value hierarchy, depending on whether they are deemed to be actively traded or not. OTC derivatives typically fall within Level 2 of the fair value hierarchy. ### Level 1 Derivatives Exchange-traded derivatives fall within Level 1 of the hierarchy if they are actively traded, and are valued at the exchange or Level 1 derivatives primarily include exchange-traded options and futures, which exhibit the highest level of price transparency. Examples include US Treasury futures as well as options on indices and common corporate stock. ### Level 2 Derivatives Level 2 exchange-traded derivatives are not actively traded and/or are valued using models that are calibrated to observable market clearing levels and eliminate timing differences between the closing price of the exchange-traded derivatives and their underlying financial instruments. Level 2 OTC derivatives, including TBA contracts, are valued using market transactions and other market evidence whenever possible, such as market-based inputs to models, model calibration to market clearing transactions, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. OTC derivatives are classified within Level 2 when all of the significant inputs can be corroborated to market evidence. When appropriate, valuations are adjusted for various factors such as bid/offer spreads and credit considerations. Valuation adjustments are generally based on available market evidence, but can also be based on in the absence of such evidence. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contract terms of, and specific risks inherent in, the instrument as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. The pricing models take into account the contract terms (including maturity), as well as key inputs, depending upon the type of derivative and the nature of the underlying instrument, including market prices, yield curves, and correlations of such inputs. Valuations of these instruments are corroborated by market prices. For OTC derivatives that trade in liquid markets, such as generic forwards, swaps and options, model inputs can generally be verified and model selection does not involve significant management judgment. {17}------------------------------------------------ ### Transfers Between Levels of the Fair Value Hierarchy During the year ended December 31, 2022, the Company had the following transfers between levels of the fair value hierarchy: - Equities and convertibles assets of \$14 million from level 2 to level 3 driven by reduced availability of observable prices. - Other ABS assets of \$15 million from level 3 to level 2 driven by increased availability of observable prices. - Other ABS assets of \$13 million from level 2 to level 3 driven by reduced availability of observable prices. - Commercial MBS assets of \$4 million from level 3 to level 2 driven by increased availability of observable prices. - Commercial MBS assets of \$26 million from level 2 to level 3 driven by reduced availability of observable prices. - Residential MBS assets of \$1 million from level 3 to level 2 driven by increased availability of observable prices. - Agency securities assets of \$18 million from level 3 to level 2 driven by increased availability of observable prices. - Agency securities assets of \$19 million from level 2 to level 3 driven by reduced availability of observable prices. - Municipal securities assets of \$1 million from level 3 to level 2 driven by increased availability of observable prices. - Corporate debt securities liabilities of \$5 million from level 3 to level 2 driven by increased availability of observable prices. There were also insignificant reclassifications among the levels for Equities and Convertibles, Municipal Securities, Corporate debt securities, and Residential MBS. ### Significant Unobservable Inputs Used in Level 3 Measurements The table below provides information on the valuation methodologies, significant unobservable inputs, as well as the range of those input values for financial instruments that are classified as Level 3 under the fair value hierarchy. The listed ranges represent the highest and lowest value of each respective input across all investments included within the financial instrument classifications listed below as of December 31, 2022. The disclosures below also include a description of the impact on the sensitivity of the fair value measurements of such instruments due to changes in significant unobservable inputs. {18}------------------------------------------------ | | | | | Range of Input Values | | | | |------------------------------|--------------------------------|--------------------------|---------------------------------------|-----------------------|--------------|----|---------------------| | | Fair
Value (in
millions) | Valuation
Methodology | Significant
Unobservable
Inputs | Low | High | | Weighted
Average | | Agency securities | 184 | Price-based | Price* | 2% | 100% | | 56% | | Commercial MBS | 43 | Price-based | Price* | 0% | 97% | | 72% | | Residential MBS | 35 | Price-based | Price* | 0% | 100% | | 90% | | Other ABS | 59 | Price-based | Price* | 0% | 100% | | 73% | | | 6 | Price-based | Price** | \$
640 | \$
13,500 | \$ | 8,301 | | Corporate debt
securities | | 5 Price-based | Price** | \$
1 | \$
100 | \$ | 100 | | Equities and
convertibles | 46 | Price-based | Price** | \$
- | \$
5,125 | \$ | 1,915 | \*Pricing information is presented as a percentage of par. \*\*Pricing information is presented on a dollar per unit basis. Valuation uncertainty may arise from the uncertainty in the current market prices of instruments used for the valuation of a position or exposure. For cash instruments, the valuation input will typically be the instrument price. For cash instruments, in general, an increase in price would increase the fair value of the instrument. The weighted averages of the input values presented in the table above are calculated based on the fair value of the instruments that the input is being used to value. The input range reflects the characteristics of the various instruments held by the Company and the relative distribution of instruments within the range of characteristics. #### Fair Value of Financial Instruments Not Carried at Fair Value The following table presents the carrying value, fair value, and related fair value hierarchy level for those financial instruments which are not carried at fair value on the Statement of Financial Condition as of December 31, 2022. The carrying value of Cash and cash equivalents, Cash and cash equivalents segregated for regulatory and other purposes, Securities purchased under agreements to resell, Securities sold under agreements to repurchase, Short-term borrowings, Commercial paper, as well as receivables and payables arising in the ordinary course of business approximate fair value due to the relatively short period of time between their origination and expected maturity, contractual interest rates being set at current market rates or subject to repricing, and collectability. Fair value estimates for certain Securities purchased under agreements to resell and Securities sold under agreements to repurchase transactions are derived by utilizing a discounted cash flow methodology, which incorporates observable market prices. Fair value of Long-term borrowings and Subordinated debt agreements is determined based on current interest rates and credit spreads for debt instruments with similar terms and maturities. {19}------------------------------------------------ (in millions) | Assets | Carrying
Value | Fair Value | Level 1 | Level 2 | Level 3 | |------------------------------------------------------------------------------------------|-------------------|-------------|-------------|-------------|---------| | Cash and cash equivalents | \$
1,201 | \$
1,201 | \$
1,201 | \$
- | \$
- | | Cash and cash equivalents segregated
for regulatory and other purposes | 2,539 | 2,539 | 2,269 | 270 | - | | Securities purchased under agreements
to resell | 10,575 | 10,575 | - | 10,575 | - | | Securities borrowed | 6 | 6 | - | 6 | - | | Receivables from brokers, dealers and
clearing organizations | 19,636 | 19,636 | - | 19,636 | - | | Receivables from customers and other
financial assets not measured at fair
value* | 2,177 | 2,226 | 10 | 2,170 | 46 | | Liabilities | Carrying
Value | Fair Value | Level 1 | Level 2 | Level 3 | | Securities sold under agreements to
repurchase | \$
3,623 | \$
3,623 | \$
- | \$
3,623 | \$
- | | Securities loaned | 2 | 2 | - | 2 | - | | Payables to brokers, dealers and clearing
organizations | 1,160 | 1,160 | - | 1,160 | - | | Payables to customers and other
financial liabilities not measured at fair
value** | 22,319 | 22,319 | - | 22,319 | - | | Commercial paper and Short-term
borrowings | 2,569 | 2,569 | - | 2,569 | - | | Long-term borrowings and Subordinated
debt | 10,916 | 10,444 | - | 10,444 | - | \*Includes Receivables from customers, Accrued interest and dividend receivables and other financial assets not measured at fair value. Does not include nonfinancial assets such as intangible assets, deferred tax assets, current tax receivables and prepaid assets. \*\*Includes Payables to customers, Accrued interest and dividend payables and other financial liabilities not measured at fair value. Does not include nonfinancial liabilities such as compensation and benefit arrangements, pension and current tax obligations. #### 6. Collateralized Agreements and Financings The Company enters into collateralized agreements and financing transactions in order to, among other things, facilitate client activities, acquire securities to cover short positions and finance certain assets. Securities financing transactions are exposed to credit and liquidity risk. To manage these risks, the Company monitors the fair value of the underlying securities on a daily basis, with additional securities obtained or posted as collateral as necessary. Margin levels are initially established based upon the counterparty, the type of permissible collateral, and are monitored on an ongoing basis. Collateral typically consists of US Treasury and Agency securities and Equity securities. Additionally, the Company, where appropriate, enters into master netting agreements and collateral agreements with counterparties that provide the Company, in the event of a counterparty default, and set off collateral held by the Company against the net amount owed by the counterparty. {20}------------------------------------------------ ### Offsetting of Collateralized Agreements and Financings In accordance with ASC 210-20, the Company offsets financial assets and financial liabilities on the Statement of Financial Condition where there is a legally enforceable right to set off the recognized amounts and other offsetting requirements are met. The following table presents the gross amounts, amounts offset and underlying collateral value of those arrangements subject to enforceable netting agreements, and amounts not subject to enforceable netting agreements on Resale and Repurchase Agreements and Securities borrowed and loaned, as of December 31, 2022. credit risk, as a variety of credit mitigation strategies are employed in addition to offsetting and collateral arrangements. | | | | | Amounts Subject to Enforceable Netting Agreements | | | | | | | | | | | | |-----------------------------------|----|-------------------|-----------------------------------------------------------------------------|---------------------------------------------------|-------------------------------------------------------------------------------|-----------------------------|--|------------|--------|-------------------------------------------------------------------|-------|--------------------------------------------------|-----|----|--------| | | | | | Condition | Effects of Offsetting on Statement of Financial
Related Amounts Not Offset | | | | | | | | | | | | Gross
Amounts
(in millions) | | Amounts
Offset | Net Amounts
Reported
on the
Statement of
Financial
Condition | | | Financial
Collateral (a) | | Net Amount | | Amounts Not
Subject to
Enforceable
Netting
Agreements | | Statement of
Financial
Condition Total (b) | | | | | Resale
Agreements | \$ | 56,067 | \$ | (37,453) | \$ | 18,614 | | \$ | 18,614 | \$ | - | \$ | 79 | \$ | 18,693 | | Securities
borrowed | | 37,173 | | - | | 37,173 | | | 35,092 | | 2,081 | | 644 | | 37,817 | | Total Assets | \$ | 93,240 | \$ | (37,453) | \$ | 55,787 | | \$ | 53,706 | \$ | 2,081 | \$ | 723 | \$ | 56,510 | | Repurchase
Agreements | \$ | 65,539 | \$ | (37,453) | \$ | 28,086 | | \$ | 28,086 | \$ | - | \$ | 42 | \$ | 28,128 | | Securities
loaned | | 20,767 | | - | | 20,767 | | | 19,355 | | 1,412 | | 3 | | 20,770 | | Total
Liabilities | \$ | 86,306 | \$ | (37,453) | \$ | 48,853 | | \$ | 47,441 | \$ | 1,412 | \$ | 45 | \$ | 48,898 | (a) Collateral is reflected at its fair value, but has been limited to the net exposure on the Statement of Financial Condition so as not to include any overcollateralization. Includes cash and financial instrument collateral related to arrangements subject to an enforceable master netting agreement; these amounts are not presented net on the Statement of Financial Condition because other US GAAP netting criteria are not met. Financial collateral typically comprises highly liquid securities which are legally transferred and can be liquidated in the event of counterparty default. (b) on the Statement of Fin agreements agreements . # Repurchase Agreements and Securities Loaned by Collateral Type | | As of December 31, 2022 | | | | | | | | | |-----------------------------------|-------------------------|-----------------------|----|-------------------|--|--|--|--|--| | (in millions) | | Repurchase agreements | | Securities loaned | | | | | | | US Treasury and agency securities | \$ | 50,814 | \$ | 2,266 | | | | | | | State and municipal securities | | 497 | | 155 | | | | | | | Asset-backed securities | | 8,746 | | 1 | | | | | | | Corporate securities | | 3,885 | | 7,160 | | | | | | | Equity securities | | 1,630 | | 10,026 | | | | | | | Non- US sovereign debt | | 7 | | 1,160 | | | | | | | Other | | 2 | | 2 | | | | | | | Total | \$ | 65,581 | \$ | 20,770 | | | | | | {21}------------------------------------------------ ### Repurchase Agreements and Securities Loaned by Maturity | (in millions) | | Repurchase agreements | As of December 31, 2022
Securities loaned | | | | | |-----------------------------------|----|-----------------------|----------------------------------------------|--------|--|--|--| | No stated maturity and overnight* | \$ | 53,270 | \$ | 20,689 | | | | | 2 - 30 days* | | 8,852 | | 72 | | | | | 31 - 90 days* | | 3,259 | | 8 | | | | | Greater than 90 days* | | 200 | | 1 | | | | | Total | \$ | 65,581 | \$ | 20,770 | | | | \*Remaining contractual maturity ### 7. Securitization Activities and Variable Interest Entities In the normal course of business, the Company has involvement with various types of VIEs. The -backed securitization trusts and municipal bond vehicles. ### Asset-backed Securitizations ### Non-consolidated VIEs ### Market-making Activities The Company enters into transactions with VIEs structured by third parties through market-making activities. Where the Company does not have the power to direct the activities of the VIE that most significant, the Company records these positions on its Statement of Financial Condition in the same manner as any other third-party transaction. maximum exposure to loss with respect to such activities is the recorded investment balance, which at December 31, 2022 was \$6,680 million for agency securities, \$260 million for non-agency commercial mortgage-backed securities, \$73 million for non-agency residential mortgage-backed securities and \$363 million for other assetbacked securities. During the year ended December 31, 2022, the Company did not transfer any assets into securitization vehicles. ### Collateralized Loan Obligations The Company enters into transactions with VIEs where an affiliate may participate in warehousing financing to these entities during the warehousing phase. CLO trusts are actively managed by a thirdparty collateral manager whose primary role includes determining what loans are to be acquired or sold based on the eligibility criteria and concentration limitations set forth by the warehouse agreement. The assets purchased into the CLO trust are sourced from primary and secondary markets, which may include Barclays. The Company may provide structuring and placement services for the VIE and although not obligated, the Company generally makes a market in the securitizations issued by the CLO trusts. The Company had no exposure to loss in these CLO trusts as of December 31, 2022. ### Collateralized Mortgage Obligations The Company enters into transactions with US government and government-sponsored agencies -guaranteed securities and works with the are considered VIEs as the equity at risk is insufficient to finance their ongoing activities. The {22}------------------------------------------------ Company does not consolidate the CMO/REMIC Trusts, as it does not have the power to control or direct the activities through voting, economic or other rights. When the CMO/REMIC Trusts are of agency-guaranteed securities to the Agencies in exchange for newly-issued CMO securities from the Trusts. During the year ended December 31, 2022, the Company transferred \$927 million in agencyguaranteed securities to CMO/REMIC Trusts in exchange for CMO securities of the same market value. The Company held the CMO securities in inventory for market-making purposes. As of December 31, 2022, the Company held \$288 million in CMO securities issued by CMO/REMIC Trusts in Financial instruments owned, at fair value on the Statement of Financial Condition, which represents its maximum exposure to loss. The value of the assets in the Trusts was approximately \$752 million as of December 31, 2022. ### Municipal Bond Vehicles The Company establishes trusts through which investors finance their municipal fixed income instruments at short-term rates. TOB trusts hold taxable and tax-exempt fixed income instruments issued by state, local, or other municipalities. The trusts are typically singleissuer trusts whose assets are either originated or purchased via the primary and secondary market. To fund the purchase of their assets, the trusts issue longand junior residual securities Trusts where the Residuals are retained by a third-party investor are considered client TOBs, while trusts where the Residuals are retained by the Company or an affiliate are considered proprietary TOBs. The holder of the Residuals generally has the unilateral ability to direct decisions that significantly impact the economic performance of the trusts through its ability to liquidate the TOB trust and ultimately direct the sale of the municipal fixed income instruments owned by the trust, except for certain proprietary TOBs where the liquidity provider has assumed the ability to unilaterally liquidate the TOB trust. The Company or its affiliates may provide various services to the TOB trusts, including serving as placement agent, remarketing agent, liquidity provider, administrator or some combination of the above, in exchange for fees earned from the trusts. BBPLC serves as the liquidity provider to the TOB trusts. As liquidity provider, BBPLC may provide a standby purchase agreement, an irrevocable letter of credit, a revolving credit agreement or another form of liquidity arrangement, so that the trusts can repurchase Floaters, or provide sufficient funds to redeem the Floaters in the event of a failed remarketing and the trusts are unwound. The Company serves as remarketing agent for the Floaters. The Company considers the TOB trusts to be VIEs since they lack sufficient equity capitalization and rely on financing from trust-issued securities to fund their activities. The trusts are not consolidated by the Company where third-party investors or an affiliate hold the residual interests in the trusts, as Company does not control the trusts. Floater holders have an option to tender the Floaters they hold back to the trust periodically. The Company, in its capacity as a remarketing agent, facilitates the sale of the Floaters to third parties at inception of the trust, facilitates the reset of the Floater coupon, and remarkets any tendered Floaters. If Floaters are tendered and the Company (in its role as remarketing agent) is unable to find a new investor within a specified period of time, it can declare a failed remarketing (in which case the trust is unwound) or may choose to buy the Floaters into its own inventory and may continue to try to sell them to a third-party investor. No failed remarketings on trusts formed by the Company were declared during the year ended December 31, 2022. {23}------------------------------------------------ As of December 31, 2022, the Company held no residual interests and therefore did not consolidate any TOB trusts. During the year ended December 31, 2022, the Company sold \$1,538 million of municipal securities into TOB trusts which were consolidated by an affiliate. The Company derecognized the securities from its Statement of Financial Condition as it has relinquished control over these securities. As of December 31, 2022, the Company had no exposure to loss related to the TOB programs as its only involvement with these trusts is in the capacity of a remarketing agent. -balance sheet exposure and maximum exposure to loss in non-consolidated VIEs as of December 31, 2022 (in millions): | | Asset-Backed
Securitizations | | |--------------------------------------------|---------------------------------|-------| | Financial instruments owned, at fair value | \$ | 7,664 | | Total Assets | \$ | 7,664 | | Maximum exposure to loss | \$ | 7,664 | For more information on VIEs, . For discussion on fair value of assets on the Statement of Financial Condition related to VIEs, see Note 5 ### 8. Receivables from and Payables to Brokers, Dealers and Clearing Organizations Receivables from and Payables to brokers, dealers and clearing organizations, as reported on the Statement of Financial Condition at December 31, 2022, consist of the following (in millions): | | Receivables from
brokers, dealers
and clearing
organizations | | Payables to
brokers, dealers
and clearing
organizations | | |------------------------------------------|-----------------------------------------------------------------------|--------|------------------------------------------------------------------|-------| | Margin receivable/payable | \$ | 17,904 | \$ | 53 | | Securities failed to deliver/receive | | 1,305 | | 950 | | Trade date settlement receivable/payable | | 326 | | - | | Fees and commissions receivable/payable | | 40 | | 118 | | Other | | 61 | | 39 | | Total | \$ | 19,636 | \$ | 1,160 | ### 9. Other Assets and Other Liabilities At December 31, 2022, Other assets primarily consisted of net deferred tax assets of \$203 million, receivables from affiliates of \$202 million, current state taxes receivable of \$21 million and prepaid expenses of \$11 million. Other liabilities primarily consisted of cash collateral payable to an affiliate of \$777 million, accrued compensation of \$544 million, payables to affiliates of \$265 million, accrued operating expense of \$99 million and provision expenses of \$26 million. {24}------------------------------------------------ ### 10. Income Taxes The Inflation Reduction Act of 2022 introduced a new Corporate Alternative Minimum Tax for tax years beginning after December 31, 2022. At this time the Company does not expect to be a CAMT taxpayer and has appropriately not considered CAMT when evaluating its need for a valuation allowance. The Company will continue to measure its deferred tax assets at regular tax rates. At December 31, 2022, the Company had \$203 million of net deferred tax assets. This balance is comprised of deferred tax assets of \$203 million resulting from temporary differences primarily related to stock-based compensation (\$81 million), deferred compensation (\$62 million), intangible assets acquired as part of the Lehman Brothers acquisition (\$23 million), bonus compensation (\$20 million), other provisions (\$6 million), fixed assets (\$4 million), state loss assets (\$1 million), and other (\$6 million). The Company is required to assess the likelihood that deferred tax assets will be realized using more-likely-than-not criteria. To the extent this criteria is not met, the Company is required to establish a valuation allowance against the deferred tax assets. A valuation allowance of \$5 million was recorded at December 31, 2022, related to certain state net operating losses that the Company believes do not meet the more-likely-than-not criteria. Since December 31, 2021, the valuation allowance decreased by \$5 million. The Company has state net operating losses of \$148 million on a post-apportionment basis, expiring in the years beginning after 2023. The tax-effected value of the state net operating losses in jurisdictions where BCI has a significant presence for tax purposes is \$6 million. The tax effect is computed based on apportionment factors and expected tax rates applicable to the year of expected utilization. State taxes receivable of \$21 million is included in Other assets on the Statement of Financial Condition as of December 31, 2022. 2 million, are recorded on the Statement of Financial Condition as current income taxes payable, included in Other liabilities, and as deferred income tax assets, included in Other assets. The Company has not recorded any amounts for penalties related to its unrecognized tax benefits. to 2015 remain subject to examination. The IRS examination for the consolidated US federal corporate income tax returns for the years 2016 and 2017 have been completed. The consolidated US federal corporate income tax returns for the years 2018 and after remain subject to examination. The most significant state and local filing, New York State is subject to examination for the years 2012 and after. In regards to the Company, New York State is open for 2009 for a capital loss carryback claim. When the tax return examinations by US federal, state, or local tax authorities are concluded, it is possible that the amount of accrued liability for unrecognized tax benefits could change. ### 11. Short-Term Borrowings and Commercial Paper #### Short-Term Borrowings At December 31, 2022, Short-term borrowings consisted of uncollateralized loans payable to affiliates of \$629 million and bank overdrafts payable primarily to third parties of \$125 million. {25}------------------------------------------------ The uncollateralized loans from affiliates represent \$629 million utilized from an uncommitted and unsecured money market line of credit of \$8,500 million with BBPLC, primarily to support the funding requirements of the Company. The facility limit was amended from \$10,000 million to \$8,500 million in January 2022. Loans drawn from the facility bear interest at rates based on the USD Secured Overnight Funding Rate ( SOFR ). Long-term borrowings on this facility are detailed in Note 12, - For discussion on the fair value of the borrowings, see Note 5 # Commercial Paper The Company has a commercial paper program, which aids in the diversification of funding sources. As of December 31, 2022, the Company had \$1,815 million of Commercial paper outstanding, with maturity dates ranging from January 3, 2023 to December 28, 2023. For discussion on the fair value of Commercial paper, see Note 5 # 12. Long-Term Borrowings Long-term borrowings consist of loans with original contractual maturities greater than one year. The Company has a committed revolving credit facility of \$2,200 million with BGUS, which was amended from \$3,500 million in August 2022. As of December 31, 2022, \$1,500 million was drawn to support funding requirements. Borrowings from the facility bear interest at rates based on USD SOFR plus applicable margin. The Company also pays a commitment fee on any daily average unused portion of the committed facility. The Company has a \$500 million committed revolving credit facility with BGUS, which matures on October 24, 2024, that can be fully drawn as either senior or subordinated debt, or a combination thereof, during the life of the facility. The facility was fully drawn in the form of subordinated debt before it was converted to senior debt on February 17, 2022, upon regulatory approval. Borrowings from the facility bear interest at rates based on USD SOFR plus the respective margin applicable for senior or subordinated debt. As of December 31, 2022, the Company utilized \$1,005 million from the \$8,500 million facility with BBPLC referenced in Note 11, - to support funding requirements of the Company. These loans bear interest at rates based on USD SOFR. The arrangement of \$1,005 million consists of \$255 million maturing on April 11, 2024, \$250 million maturing on March 12, 2026, \$250 million maturing on January 6, 2027, and \$250 million maturing on March 9, 2027. In addition, the Company had long-term borrowings from BBPLC in the form of an unsecured fixed term financing arrangement totaling \$1,500 million with \$500 million maturing on January 7, 2026, \$500 million maturing on May 7, 2026, and \$500 million maturing on September 8, 2026, all of which bear interest based on USD SOFR plus an applicable margin. The Company also has long-term borrowing arrangements with BBPLC for \$143 million maturing on September 3, 2024, and with an affiliate for \$218 million maturing on September 3, 2024, and \$500 million maturing on September 1, 2026. These loans bear interest at rates based on USD LIBOR plus applicable margin. {26}------------------------------------------------ The Company also has an uncommitted and unsecured money market line of credit of \$1,500 million with BGUS. Loans drawn from the facility would bear interest at rates based on SOFR plus applicable margin. The Company had not drawn upon this facility as of December 31, 2022. For discussion on the fair value of the borrowings, see Note 5 # 13. Subordinated Debt As of December 31, 2022, the Company had the following outstanding subordinated debt with BGUS (in millions): | Carrying Value | | Contractual Maturity Date | | |----------------|-------|---------------------------|--| | \$ | 875 | October 26, 2030 | | | | 875 | January 26, 2031 | | | | 1,250 | April 26, 2031 | | | | 1,250 | July 26, 2031 | | | | 1,300 | August 31, 2032 | | | \$ | 5,550 | | | The five loans totaling \$5,550 million, bear interest at rates based on USD SOFR, plus applicable margin. Under the provisions of these loans, the maturity dates will be extended by an additional year, unless BGUS notifies the Company and FINRA seven months in advance of the contractual maturity dates of its intention not to permit the one-year extensions. For discussion on the fair value of the borrowings, see Note 5 {27}------------------------------------------------ ### 14. Transactions with Affiliated Companies The Company enters into securities transactions and other transactions with affiliates. At December 31, 2022, balances with such affiliates were included on the Statement of Financial Condition line items as follows (in millions): | Assets | | |-----------------------------------------------------------------------|-----------| | Cash and cash equivalents | \$
356 | | Securities purchased under agreements to resell | 13,030 | | Securities borrowed | 11,336 | | Securities received as collateral, at fair value | 96 | | Financial instruments owned, at fair value | 19 | | Receivables from brokers, dealers and clearing organizations | 2,628 | | Receivables from customers | 919 | | Other assets | 202 | | | | | Liabilities | | | Securities sold under agreements to repurchase | 13,206 | | Securities loaned | 19,767 | | Obligation to return securities received as collateral, at fair value | 96 | | Financial instruments sold, but not yet purchased, at fair value | 31 | | Payables to brokers, dealers and clearing organizations | 203 | | Payables to customers | 8,068 | | Short-term borrowings | 635 | | Accrued interest and dividend payables | 75 | | Other liabilities | 1,042 | | Long-term borrowings | 5,366 | | Subordinated debt | 5,550 | At December 31, 2022, the Company had Short-term borrowings of \$629 million drawn from an uncommitted and unsecured money market line of credit with BBPLC as described in Note 11 - Term Borrowings and Commercial Paper The Company also had Long-term borrowings with BBPLC of \$2,505 million, comprised of a \$1,500 million fixed-term loan and \$1,005 million related to the utilized portion of an \$8,500 million uncommitted and unsecured money market line of credit and \$2,000 million drawn from committed revolving credit facilities with BGUS. In addition, the Company had long-term borrowing arrangements with BBPLC for \$143 million, and an affiliate for \$718 million, as described in Note 12 -Term Borrowings At December 31, 2022, the Company had five outstanding Subordinated debt with BGUS totaling \$5,550 million. For more information, see Note 13 During the year ended December 31, 2022, under its intercompany tax sharing agreement, the Company transferred \$69 million to BUSHL relating to current federal and state income taxes, the settlement of which is arranged periodically. For more information, refer to 0 . During the year ended December 31, 2022, the Company sold certain receivables from investment banking clients to an affiliate. These receivables were sold for a fair value of approximately \$428 million. As of December 31, 2022, the Company held \$81,204 million collateral, primarily in connection with Resale Agreements, Securities borrowed and customer margin loans. {28}------------------------------------------------ At December 31, 2022, the Company had placed \$658 \$737 million of facilitation purposes. BBPLC has provided guarantees to certain third parties over their exposure to the Company in relation to futures trading or prime services financing activities. The Company entered into a guarantee with BBPLC which transfers the counterparty credit risk reimbursable under the contract is capped at \$800 million, and the full amount has been fully collateralized by BBPLC. The Company elected the fair value option on the obligation to return the collateral, as it is managed on a fair value basis. As of December 31, 2022, the fair value was \$777 million. For additional information refer to Note 4 , and Note 5 . The Company has chaperoning arrangements with affiliated Barclays entities for purchases, sales and/or collateralized financing trades. The Company also provides custody services to certain Barclays affiliates, and receives custody services from certain foreign affiliates for its clients in the respective markets. ch was distributed to BGUS on August 19, 2022 upon regulatory approval. ### 15. Benefit Plans ### Defined Benefit Pension Plan The Company provides pension benefits to a closed group of eligible employees through participation in a defined benefit pension plan a wholly owned subsidiary of BUSLLC which provides infrastructure support and services to affiliates. The Plan is comprised of a funded US tax-qualified pension p US unfunded non-qualified restoration pension plan. All eligible employees participate in the Plan on a non-contributory basis, and are fully vested after five years of service. The Company makes contributions to the US Pension Plan based upon the minimum funding standards under the Internal Revenue Code. Employees hired on or after September 22, 2008 are not eligible to participate in the Plan. During the third quarter of 2012, the Plan was frozen such that existing participants would not accrue any additional benefits. ### Postretirement Plan The Company provides an unfunded postretirement benefits plan for eligible employees through participation in the Barclays Retiree Medical, Dental and Life Insurance Plan sponsored by BSC. Only employees hired on or before March 31, 1997 are eligible for postretirement benefits. ### Postemployment Plan The Company provides unfunded postemployment benefits for eligible employees through participation in the Barclays Welfare Benefits/Cafeteria Plan sponsored by BSC. The postemployment plan provides medical, dental and life insurance benefits to employees who become disabled under the Barclays Long-term Disability ( LTD ) program. Employees whose disability commenced prior to January 1, 2018 are provided with medical, dental and life insurance benefits until the earlier of age 65, recovery or death. Employees whose disability commenced on or after January 1, 2018 are provided with medical, dental and life insurance benefits until the earlier of 24 months from the date of LTD commencement, recovery or death. {29}------------------------------------------------ ### 401(k) Defined Contribution Plan The Company provides 401(k) benefits for eligible employees through participation in a defined contribution plan of BSC. Eligible employees may elect to participate in the 401(k) Plan at any time during the year. Employees who formally elect to participate may contribute any amount from 1% to 50% of their eligible compensation each pay period as pre-tax contributions, Roth 401(k) after-tax contributions, or a combination. The combined pre-tax and Roth 401(k) after-tax contributions are subject to the Internal Revenue Service IRS limit of \$20,500 in 2022. Additionally, employees who elect to participate may contribute 1% to 6% of their eligible compensation as traditional after-tax contributions to the 401(k) Plan each pay period. The combined pre-tax, Roth 401(k) after-tax and traditional after-tax contributions may not exceed 56% of eligible compensation. Employees age 50 or older who have reached the 401(k) Plan or IRS maximum allowable pre-tax and/or Roth 401(k) after-tax contribution limit in a plan year, may contribute catch-up contributions up to \$6,500 for 2022 on a pre-tax or Roth 401(k) after-tax basis up to the IRS catch-up limit for the year. The Company matches all or a portion of employee pre-tax and/or Roth 401(k) after-tax contributions through employer matching contributions. For every \$1.00 an employee contributes on a pre-tax and/or Roth 401(k) after-tax basis (up to 6% of eligible compensation each pay period), the Company contributes \$1.00 (\$1.50 for employees whose annualized eligible compensation is \$60,000 or less). The maximum annual match available under the 401(k) Plan is \$18,300 (6% of the \$305,000 IRS annual compensation limit for 2022). The matching contributions vest on a graduated scale based on completed years of service. Catch-up contributions and traditional after-tax contributions are not eligible for employer matching contributions. ### 16. Share-Based Compensation BPLC operates certain share plans for employees of Barclays Group, including employees of the Company. Shares for distribution under these plans are sourced from newly issued shares and/or existing shares. Existing shares are sourced via a trust and are transferred to participants on vesting or, if later, at the end of any applicable holding period. Awards vest when specific vesting conditions are satisfied. The costs of these compensation plans are funded in cash by the participating companies. Compensation awards are approved annually by the Board Remuneration Committee of BPLC. Depending upon the threshold limit, a portion of such compensation award for the employees will be awarded in BPLC stock. The current deferred share plans which the participate in are as follows: ### Share Value Plan ( SVP ) The SVP was introduced in March 2010 and approved by shareholders (to enable Executive Directors of BPLC to participate and the use of newly issued shares to satisfy awards) at the BPLC Annual General Meeting in April 2011 and 2021. Shareholders approved the renewal of the SVP for a further 10 years at the BPLC AGM in May 2021. SVP awards are granted to participants in the form of a conditional right to receive BPLC shares or provisional allocations of BPLC shares which vest or are considered for release over a period of three, four, five or seven years. Participants do not pay to receive an award or to receive a release of shares. SVP awards are also made to eligible employees for recruitment purposes under schedule 1 to the SVP. All awards are subject to potential forfeiture in certain leaver scenarios. Awards granted to Material Risk Takers ( MRTs ) are subject to a six or twelve month holding period ( Holding Period ) during which the shares cannot be sold, charged, pledged, mortgaged or otherwise encumbered. During the Holding Period the participant will be the beneficial owner of the shares and will be entitled to receive any dividends on the shares and to vote at any general meeting of Barclays. {30}------------------------------------------------ # Deferred Share Value Plan ( DSVP ) The DSVP was introduced in February 2017. The terms of the DSVP are materially the same as the terms of the SVP as described above, except that Executive Directors of BPLC are not eligible to participate in the DSVP and the DSVP uses market-purchased shares only. ### Other Arrangements In addition to the above plans, the Group operates a number of other plans and share-based arrangements in which employees of the Company participate, none of which are individually or in aggregate material in relation to the charge for the year or the dilutive effect of outstanding share awards. Included within other arrangements are Sharepurchase (both UK and overseas), Sharesave (UK and Ireland), , and Share Incentive Award (Holding Period) (HP) RBP was introduced in March 2014 and is an element of fixed pay which is reviewed annually. It is partly delivered in BPLC shares for the most senior employees on a quarterly basis and subject to a three or five year holding period. SIA (HP) was introduced in accordance with Prudential Regulation Remuneration Rules for employees identified as MRTs, to have 50% of the non-deferred portion of their annual incentive delivered in the form of BPLC shares. The shares are subject to a twelve month Holding Period and since June 2021 have been granted under the SVP. DSVP and SVP awards are nil cost awards on which the performance conditions are substantially completed at the date of grant. Consequently, the fair value of these awards is based on market value at the date of grant. For the purposes of determining the expected life and number of shares to vest/be released, historical vesting/release patterns have been used, together with an assumption that a certain percentage of awards will lapse due to leavers. The number of awards and restricted stock shares outstanding at December 31, 2022 is set forth below (in millions) where the awards or shares granted relate to BPLC shares: | | DSVP and SVP (a) | Other | |-------------------------------------|------------------|--------| | Outstanding at beginning
of year | 188.5 | 0.0 | | Granted in the year | 146.7 | 46.1 | | Less: Released in the year | (85.6) | (46.1) | | Less: Lapsed in the year | (12.8) | (0.0) | | Transferred in the year | (2.9) | 0.1 | | Outstanding at end of year | 233.9 | 0.1 | | Of which are exercisable | - | 0.0 | (a) Awards / shares granted relate to BPLC shares. {31}------------------------------------------------ The table below shows the December 31, 2022 weighted average fair values at the date of grant, weighted average exercise price at the date of exercise/release of shares, the weighted average contractual remaining life and the number of outstanding options/awards: | | Granted in the year | | Outstanding at December 31, 2022 | | | |----------|-------------------------------------------------|--------------------------------------------|-----------------------------------------------------------------|------------------------------------------------------------|--| | | Weighted
average fair
value at grant (\$) | Weighted
average exercise
price (\$) | Weighted
average
remaining
contractual life
(years) | Number of
option/awards
outstanding (in
millions) | | | DSVP/SVP | 1.72 | 1.94 | 1.31 | 233.87 | | | Other | 1.94-1.97 | 1.77-1.97 | 0.00-2.55 | 0.09 | | ### 17. Financial Instruments with Off-Balance Sheet Risk In the normal course of its business, the Company enters into transactions involving financial instruments with off-balance sheet risk in order to meet financing and hedging needs of customers (including brokers and dealers) rate risk in connection with trading activities. These financial instruments include forward and futures contracts, options contracts, and options on futures contracts. Each of these financial instruments contains varying degrees of off-balance sheet risk as changes in the fair values of the financial instruments subsequent to December 31, 2022 may, in certain circumstances, be in excess of the amounts recognized on the Statement of Financial Condition. The Company is also at risk from the potential inability of counterparties to perform under the terms of the contracts. The Company also bears market risk for unfavorable changes in the price of financial instruments sold but not yet purchased. In the normal course of business, the Company enters into securities sales transactions. For these transactions, the Company may incur a loss if the security the Company is obligated to deliver is not received and the market value has increased over the contract amount of the sale transaction. The Company also executes customer transactions in commodity futures contracts (including options on futures) and OTC cleared swaps, all of which are transacted on a margin basis subject to individual exchange regulations. These transactions may expose the Company to off-balance sheet risk in the event margin deposits are insufficient to fully cover losses that customers may incur. In the event the customer fails to satisfy its obligations, the Company may be required to purchase or In the normal course of business, the Company may pledge or deliver customer or other counterparty securities as collateral in support of various financing sources such as bank loans, Securities loaned and Repurchase Agreements. Additionally, the Company pledges customer securities as collateral to satisfy margin deposits of various exchanges. In the event the counterparty is unable to meet its contracted obligation to return customer securities pledged as collateral, the Company may be exposed to the risk of acquiring the securities at current market prices in order to return them to the owner. ### 18. Collateral, Commitments and Contingencies ### Collateral The Company receives financial instruments as collateral, primarily in connection with Resale Agreements, Securities borrowed, derivatives transactions, and customer margin loans. In many cases, the Company is permitted to deliver, repledge or otherwise use these financial instruments in {32}------------------------------------------------ connection with entering into Repurchase Agreements, securities lending agreements, other secured financings, collateralizing derivative transactions, and meeting the Company or customer settlement requirements. At December 31, 2022, the approximate fair value, excluding the impact of netting, of financial instruments received as collateral by the Company, in connection with Resale Agreements, Securities borrowed and customer margin loans, that the Company was permitted to sell or repledge was \$215,091 million, of which \$190,701 million was sold or repledged. The amount of collateral that was sold or repledged by the Company included the following: - \$26,764 million of securities collateral that was pledged under Repurchase Agreements and clearing house margin and guarantee fund requirements which cannot be resold or repledged by the counterparty. - \$163,839 million of securities collateral that was pledged under Repurchase Agreements, securities lending and prime brokerage agreements which can be resold or repledged by the counterparty. - \$98 million of securities collateral that was received in connection with certain securities-forsecurities transactions in which the Company is a lender, which can be resold or repledged by the counterparty. \$20,349 million of securities collateral pledged to counterparties can be resold or repledged by the counterparty and is included in Financial instruments owned, at fair value on the Statement of Financial Condition. # Commitments At December 31, 2022, the Company had committed \$10,990 million in forward starting collateralized agreements, primarily resale transactions. Additionally, the Company had \$16,408 million in forward starting collateralized financings, primarily repurchase transactions. Certain forward starting agreements are carried at their fair value if managed on a fair value basis. ) and Government committed to provide additional liquidity resources under the Capped Contingency Liquidity Facility December 31, 2022 the MBSD and GSD CCLF was \$735 million and \$126 million, respectively, of which no utilization had occurred. The CCLF amount is calculated biannually by the FICC based on each in future periods. ### Contingencies The Company and the Group face legal, competition and regulatory challenges, many of which are beyond our control. The extent of the impact of these matters on the Company cannot always be predicted but may materially impact its operations, financial results, condition and prospects. Matters arising from a set of similar circumstances can give rise to either a contingent liability or a provision, or both, depending on the relevant facts and circumstances. ### Investigations into LIBOR and other benchmarks and related civil actions Regulators and law enforcement agencies, including certain competition authorities, from a number of governments have allegedly manipulating certain financial benchmarks, such as LIBOR. Various individuals and {33}------------------------------------------------ corporates in a range of jurisdictions have threatened or brought civil actions against the Group and other banks in relation to the alleged manipulation of LIBOR and/or other benchmarks. ### USD LIBOR civil actions The majority of the USD LIBOR cases, which have been filed in various US jurisdictions, have been consolidated for pre-trial purposes in the US District Court in the Southern District of New York (SDNY). The complaints are substantially similar and allege, among other things, that Barclays PLC, Barclays Bank PLC, the Company and other financial institutions individually and collectively violated provisions of the US Sherman Antitrust Act (Antitrust Act), the US Commodity Exchange Act (CEA), the US Racketeer Influenced and Corrupt Organizations Act (RICO), the US Securities Exchange Act of 1934 and various state laws by manipulating USD LIBOR rates. Putative class actions and individual actions seek unspecified damages with the exception of one lawsuit, in which the plaintiffs are seeking no less than \$100 million in actual damages and additional punitive damages against all defendants, including Barclays Bank PLC. Some of the lawsuits also seek trebling of damages under the Antitrust Act and RICO. Barclays Bank PLC has previously settled certain claims. In 2022, Barclays Bank PLC also settled one further matter. The settlement has no impact to the Com ### Sterling LIBOR civil actions In 2016, two putative class actions filed in the SDNY against Barclays Bank PLC, the Company and other Sterling LIBOR panel banks alleging, among other things, that the defendants manipulated the Sterling LIBOR rate in violation of the Antitrust Act, CEA and RICO, were consolidated. The dismissal. ### Japanese Yen LIBOR civil actions In 2012, a putative class action was filed in the SDNY against Barclays Bank PLC and other Japanese Yen LIBOR panel banks by a lead plaintiff involved in exchange-traded derivatives and rbank Offered Rate (Euroyen TIBOR) panel. The complaint alleges, among other things, manipulation of the Euroyen TIBOR and Yen LIBOR rates and breaches of the CEA and the Antitrust Act. In 2014, the court dismissed the In 2015, a second putative class action, making similar allegations to the above class action, was filed in the SDNY against Barclays PLC, Barclays Bank PLC and the Company. Barclays Group and the plaintiffs have reached a settlement of \$17.75 million for both actions. A final court approval hearing has been scheduled for March 2023. operating results, cash flows or financial position. ### SIBOR/SOR civil action In 2016, a putative class action was filed in the SDNY against Barclays PLC, Barclays Bank PLC, the Company and other defendants, alleging manipulation of the Singapore Interbank Offered Rate (SIBOR) and Singapore Swap Offer Rate (SOR). The plaintiffs and remaining defendants (which includes Barclays Bank PLC) reached a joint settlement to resolve this matter for \$91 million, which received final court approval in November 2022. This matter is now concluded. The settlement has no impact to the C # ICE LIBOR civil actions In 2019, several putative class actions were filed in the SDNY against a panel of banks, including Barclays PLC, Barclays Bank PLC, the Company, other financial institution defendants and {34}------------------------------------------------ Intercontinental Exchange Inc. and certain of its affiliates (ICE), asserting antitrust claims that the tion to dismiss was granted in 2020 and the plaintiffs appealed. In February 2022, the dismissal was affirmed on appeal. The plaintiffs did not seek US Supreme Court review. This matter is now concluded. In August 2020, an ICE LIBOR-related action was filed by a group of individual plaintiffs in the US District Court for the Northern District of California on behalf of individual borrowers and consumers seeking, among other things, preliminary and permanent injunctions to enjoin the defendants from continuing to set LIBOR or enforce any financial instrument that relies in whole or in part on USD was granted in September 2022. The plaintiffs have filed an amended complaint, which the defendants have moved to dismiss. ### Credit Default Swap civil action A putative antitrust class action is pending in New Mexico federal court against Barclays Bank PLC, the Company, and various other financial institutions. The plaintiffs, the New Mexico State Investment Council and certain New Mexico pension funds, allege that the defendants conspired to manipulate the benchmark price used to value Credit Default Swap (CDS) contracts at settlement (i.e. the CDS final auction price). The plaintiffs allege violations of US antitrust laws and the CEA, and unjust enrichment under state law. The defendants have moved to dismiss the case. ### Foreign Exchange investigations and related civil actions The Group has been the subject of investigations in various jurisdictions in relation to certain sales and trading practices in the Foreign Exchange market. Settlements were reached in various jurisdictions in connection with these investigations, including position. Various individuals and corporates in a range of jurisdictions have threatened or brought civil actions against the Group and other banks in relation to alleged manipulation of Foreign Exchange markets. # US FX opt out civil action In 2018, Barclays Bank PLC and the Company settled a consolidated action filed in the SDNY, alleging manipulation of Foreign Exchange markets (Consolidated FX Action), for a total amount of \$384 million. Also in 2018, a group of plaintiffs, who opted out of the Consolidated FX Action, filed a complaint in the SDNY against Barclays PLC, Barclays Bank PLC, the Company and other defendants. Some of t PLC, and the Company have reached a settlement in principle of all claims against them in the inancial position. ### US retail basis civil action In 2015, a putative class action was filed against several international banks, including Barclays PLC and the Company, on behalf of a proposed class of individuals who exchanged currencies on a retail basis at bank branches (Retail Basis Claims). The SDNY has ruled that the Retail Basis Claims are not covered by the settlement agreement in the Consolidated FX Action. The Court subsequently dismissed all Retail Basis Claims against the Group and all other defendants. The plaintiffs have filed an amended complaint. {35}------------------------------------------------ ### Non-US FX civil actions Legal proceedings have been brought or are threatened against Barclays PLC, Barclays Bank PLC, the Company and Barclays Execution Services Limited (BX) in connection with alleged manipulation of Foreign Exchange in the UK, a number of other jurisdictions in Europe, Israel, Brazil and Australia. Additional proceedings may be brought in the future. The above-mentioned proceedings include two purported class actions filed against Barclays PLC, Barclays Bank PLC, BX, the Company and other financial institutions in the UK Competition Appeal Tribunal (CAT) in 2019. The CAT refused to certify these claims in the first quarter of 2022 although the claimants have obtained permission to 2019, a separate claim was filed in the UK in the High Court of Justice (High Court), and subsequently transferred to the CAT, by various banks and asset management firms against Barclays Bank PLC and other financial institutions alleging breaches of European and UK competition laws related to FX trading. This claim has been settled as part of the settlement in principle referred to under the US FX opt out civil action above. ### Metals-related civil actions A number of US civil complaints, each on behalf of a proposed class of plaintiffs, have been consolidated and transferred to the SDNY. The complaints allege that Barclays Bank PLC and other members of The London Gold Market Fixing Ltd. manipulated the prices of gold and gold derivative contracts in violation of the Antitrust Act and other federal laws. The parties reached a joint settlement to resolve this matter for \$50 million. The settlement received final court approval in August 2022. This matte proposed class of plaintiffs against a number of banks, including Barclays Bank PLC, the Company and BX, alleging manipulation of the price of silver in violation of the CEA, the Antitrust Act and state antitrust and consumer protection laws, has been dismissed as against the Barclays entities. The plaintiffs have the option Civil actions have also been filed in Canadian courts against Barclays PLC, Barclays Bank PLC, Barclays Capital Canada Inc. and the Company on behalf of proposed classes of plaintiffs alleging manipulation of gold and silver prices. ### US residential mortgage-backed securities civil action In 2020, a civil litigation claim was filed in the New Mexico First Judicial District Court by the State of New Mexico against six banks, including the Company, on behalf of two New Mexico state pension funds and the New Mexico State Investment Council relating to legacy RMBS purchases. As to the Company, the complaint alleges that the funds purchased approximately \$22 million in RMBS underwritten by the Company. The parties have reached a joint settlement to resolve this matter for position. ### Government and agency securities civil actions ### Treasury auction securities civil actions Consolidated putative class action complaints filed in US federal court against Barclays Bank PLC, the Company and other financial institutions under the Antitrust Act and state common law allege that the defendants (i) conspired to manipulate the US Treasury securities market and/or (ii) conspired to prevent the creation of certain platforms by boycotting or threatening to boycott such trading platforms. The court dismissed the consolidated action in March 2021. The plaintiffs filed an {36}------------------------------------------------ March 2022. The plaintiffs are appealing this decision. In addition, certain plaintiffs have filed a related, direct action against the Company and certain other financial institutions, alleging that defendants conspired to fix and manipulate the US Treasury securities market in violation of the Antitrust Act, the CEA and state common law. ### Supranational, Sovereign and Agency bonds civil actions Civil antitrust actions have been filed in the SDNY and Federal Court of Canada in Toronto against Barclays Bank PLC, the Company, BX, Barclays Capital Securities Limited and, with respect to the civil action filed in Canada only, Barclays Capital Canada, Inc. and other financial institutions alleging that the defendants conspired to fix prices and restrain competition in the market for US dollardenominated Supranational, Sovereign and Agency bonds. informed the parties of a potential conflict. The matter was assigned to a new district court judge and has expired and this matter is now concluded. The plaintiffs have voluntarily dismissed the other SDNY action. In the Federal Court of Canada action, the parties have reached a settlement in operating results, cash flows or financial position. ### Variable Rate Demand Obligations civil actions Civil actions have been filed against Barclays Bank PLC, the Company and other financial institutions alleging the defendants conspired or colluded to artificially inflate interest rates set for Variable Rate Demand Obligations (VRDOs). VRDOs are municipal bonds with interest rates that reset on a periodic basis, most commonly weekly. Two actions in state court have been filed by private plaintiffs on behalf of the states of Illinois and California. Three putative class action complaints have been dismissed in June 2021. The plaintiffs have appealed the dismissal. In the Illinois action, trial has been scheduled for August 2023. ### Odd-lot corporate bonds antitrust class action In 2020, the Company, together with other financial institutions, were named as defendants in a putative class action. The complaint alleges a conspiracy to boycott developing electronic trading platforms for odd-lots and price fixing. The plaintiffs demand unspecified money damages. The have appealed the dismissal. #### Interest rate swap and credit default swap US civil actions Barclays PLC, Barclays Bank PLC and the Company, together with other financial institutions that act as market makers for interest rate swaps (IRS), are named as defendants in several antitrust class actions which were consolidated in the SDNY in 2016. The complaints allege the defendants conspired to prevent the development of exchanges for IRS and demand unspecified money damages. In 2018, trueEX LLC filed an antitrust class action in the SDNY against a number of financial institutions including Barclays PLC, Barclays Bank PLC and the Company based on similar filed a separate civil antitrust action in the SDNY claiming that certain conduct alleged in the IRS {37}------------------------------------------------ cases also caused the plaintiff to suffer harm with respect to the Credit Default Swaps market. In 2018 and 2019, respectively, the court dismissed certain claims in both cases for unjust enrichment and tortious interference but denied motions to dismiss the federal and state antitrust claims, which remain pending. ### Shareholder derivative action In November 2020, a purported Barclays shareholder filed a putative derivative action in New York state court against the Company and a number of current and former members of the Board of Directors of Barclays PLC and senior executives or employees of the Group. The shareholder filed the claim on behalf of nominal defendant Barclays PLC, alleging that the individual defendants harmed the company through breaches of their duties, including under the Companies Act 2006. The plaintiff seeks damages on behalf of Barclays PLC for the losses that Barclays PLC allegedly suffered as a result of these alleged breaches. An amended complaint was filed in April 2021, which the Company and certain other defendants moved to dismiss. The motion to dismiss was granted in April 2022. The plaintiff is appealing the decision. # Over-issuance of securities in the US Barclays Bank PLC maintains a US shelf registration statement with the US Securities and Exchange Commission (SEC) in order to issue securities to US investors. In May 2017, Barclays Bank PLC lost -known seasoned issu involving the Company. Due to its loss of WKSI status, Barclays Bank PLC was required to register a specified amount of securities to be issued under certain US shelf registration statements filed with the SEC. In March 2022, executive management became aware that Barclays Bank PLC had issued securities materially in excess of the set amount under its 2019 US shelf registration statement and subsequently became aware that securities had also been issued in excess of the set amount under the predecessor US shelf registration statement. The securities that were over-issued included structured notes and exchange traded notes (ETNs). Securities issued in excess of the amount with certain purchasers of those securities having a right to recover, upon the tender of such security to Barclays Bank PLC, the consideration paid for such security with interest, less the amount of any income received, or to recover damages from Barclays Bank PLC if the purchaser sold the security at a loss (the Rescission Price). Barclays Bank PLC commenced its rescission offer on 1 August 2022, by which Barclays Bank PLC offered to repurchase the relevant affected securities for the Rescission Price (the Rescission Offer). The Rescission Offer expired on 12 September 2022. In September 2022, the SEC announced the resolution of its investigation of Barclays PLC and Barclays Bank PLC relating to the over-issuance of securities by Barclays Bank PLC under certain of its US shelf registration statements. Pursuant to the terms of the resolution, Barclays PLC and Barclays Bank PLC paid in the fourth quarter of 2022 a combined penalty of \$200 million, without by Barclays Bank PLC to holders of the relevant over-issued securities satisfied its requirements for disgorgement and related prejudgment interest. The Group is engaged with, and responding to inquiries and requests for information from, various other regulators who may seek to impose fines, penalties and/or other sanctions as a result of this matter. Furthermore, Barclays Bank PLC and/or its affiliates may incur costs and liabilities in relation to private civil claims which have been filed and may face other potential private civil claims, class actions or other enforcement actions in relation to this matter. By way of example, in September 2022, a purported class action claim was filed in the US District Court in Manhattan seeking to hold Barclays PLC and former and current executives responsible for declines in the prices of its American depositary receipts, which the plaintiffs claim occurred as a result of alleged misstatements and {38}------------------------------------------------ omissions in its public disclosures; and in February 2023, a claim was brought in a New York federal alleged losses following the suspension of further sales and issuances of such series of ETNs. Following completion of the rescission offer on 12 September 2022, Barclays utilized a provision of £1,008 million in settlement of valid structured note claims and paid a monetary penalty of \$200 million to the SEC. A contingent liability exists in relation to civil claims or any further enforcement actions taken against Barclays Bank PLC and/or its affiliates, but Barclays Bank PLC is unable to assess the likelihood of liabilities that may arise out of such claims or actions. Barclays Bank PLC and the Company entered into an agreement under which Barclays Bank PLC agreed to indemnify the Company against any losses, claims, damages or liabilities incurred by the le or distribution of the affected securities that indemnification agreement, any losses or liabilities with respect to the over-issuance of securities under su financial condition or results of operation. ### Investigation into the use of unapproved communications platforms In September 2022, the SEC and the Commodity Futures Trading Commission (CFTC) announced settlements with a number of financial institutions, including Barclays Bank PLC and the Company, of financial industry-wide investigations regarding compliance with record-keeping obligations in connection with business-related communications sent over unapproved electronic messaging platforms. The SEC and the CFTC found that Barclays Bank PLC and the Company failed to comply with their respective record-keeping rules, where such communications were sent or received by employees over electronic messaging platforms that had not been approved by the bank for business use by employees. As part of the settlement, in the third quarter of 2022, Barclays Bank PLC and the Company paid a combined \$125 million civil monetary penalty to the SEC and a \$75 million civil monetary penalty to the CFTC. Barclays Bank PLC and the Company each paid \$100 million of the total settlement. There are also non-financial components to the settlements, including the retention of an independent compliance consultant and certain ongoing undertakings. This matter is now concluded. ### General The Company and the Group are engaged in various other legal, competition and regulatory matters in the US and a number of overseas jurisdictions, including those which arise in the ordinary course of business from time to time. The Company and the Group are also subject to enquiries and examinations, requests for information, audits, investigations and legal and other proceedings by regulators, governmental and other public bodies in connection with its business. The Company and the Group as applicable are cooperating with the relevant authorities and keeping all relevant agencies briefed as appropriate in relation to these matters and others described in this note on an ongoing basis. At the present time, the Company does not expect the ultimate resolution of any of these other matters to have a material adverse effect on its financial position. {39}------------------------------------------------ ### 19. Guarantees ASC 460, Guarantees 460 , requires that a guarantor recognizes, at the inception of a guarantee, a liability in an amount equal to the fair value of the obligation undertaken in issuing the guarantee. US GAAP defines a guarantee as a contract that contingently requires the guarantor to pay a guaranteed party based upon: (a) changes in an underlying asset, liability or equity security of US GAAP excludes from the recognition provisions of ASC 460, guarantees issued between parents and their subsidiaries or between corporations under common control. Therefore, certain guarantees between the Company and other Group entities are not recognized on the Statement of Financial Condition of the Company but are disclosed herein (see also Note 14, Transactions with Affiliated Companies ). The Company also enters into certain derivative contracts that meet the definition of a guarantee under ASC 460. Guarantees are defined to include derivative contracts that contingently require a guarantor to make payment to a guaranteed party based on changes in an underlying that relates to an asset, liability or equity security of a guaranteed party. Derivatives that meet the definition of a guarantee include certain written equity options. In the ordinary course of its business, the Company indemnifies certain service providers, such as clearing and custody agents, trustees and administrators, against specified potential losses in connection with their acting as an agent of, or providing services to, the Company, its customers and its affiliates. In addition, the Company is a member of payment, clearing and settlement networks as well as securities exchanges around the world that may require the Company to meet the obligations of such networks and exchanges in the event of member defaults. In connection with its prime brokerage and clearing businesses, the Company may agree to clear and settle on behalf of its clients the transactions entered into by them wi proceeds received from the transactions cleared and settled by the Company on behalf of the client. The Company is unable to develop an estimate of the maximum payout under these guarantees and indemnifications. However, management believes that it is unlikely the Company will have to make material payments under these arrangements, and no liabilities related to these guarantees and indemnifications have been recognized on the Statement of Financial Condition. basis prior to counterparty netting as of December 31, 2022 (in millions): | | Carrying Value of
Liability | | Maximum
Payout/Notional | | |------------------------|--------------------------------|----|----------------------------|--| | Written Equity Options | \$
3,651 | \$ | 93,070 | | ### 20. Counterparty Credit Risk Management As a securities broker-dealer, the Company is engaged in various securities trading and brokerage counterparties including brokers and dealers, central clearers and exchanges, commercial banks, insurance companies, pension plans, mutual funds, hedge funds and other financial institutions. The is associated with the nonperformance of counterparties in fulfilling their contractual obligations. of credit and market exposure reporting and control procedures. This includes marking to market securities transactions and collateral while requiring adjustments to collateral levels where appropriate. In connection with its securities financing activities and derivatives trading activities, the Company may enter into master netting agreements and collateral arrangements with {40}------------------------------------------------ counterparties. These agreements may provide the Company with the ability to offset a collateral in the event of counterparty default. In addition, the Company has a policy of reviewing the credit standing of each counterparty and customer with whom it conducts business at the beginning of a credit relationship, and subsequently as considered necessary for continuous oversight. Concentrations of credit risk exist when groups of issuers or counterparties have similar business characteristics or are engaged in like activities. The Company minimizes this risk through portfolio limits and portfolio monitoring by both counterparty and activity type, to complement those similar controls done at the individual and group counterparty level. ### 21. Regulatory Requirements ### Cash and Securities Segregated Pursuant to Federal and Other Regulations Under the provisions of Rule 15c3-3, the Company segregated \$400 million of cash and \$2,000 million of qualified securities within special reserve accounts for the exclusive benefit of customers at December 31, 2022. The Company is also required to perform a computation of reserve requirements for Proprietary Accounts of Broker- SEC Rule 15c3-3. As of December 31, 2022, the Company segregated \$100 million of cash in a special reserve bank account to meet the PAB requirement. As an FCM, the Company is required to segregate funds in a cleared swap customer account, a secured funds account and a segregated funds account under rules mandated by the CFTC. For these purposes, \$443 million, \$1,297 million, and \$30 million, respectively, were segregated and held in accounts at non affiliate banks as of December 31, 2022. ### Net Capital The Company is subject to the SE Uniform Net Capital Rule 15c3-1 and the CFTC Regulation 1.17 which require the maintenance of minimum net capital. Under 15c3-1, the Company has elected to use the alternative method which requires that the Company maintain minimum net capital of the greater of 2% of aggregate debit balances arising from customer transactions, as defined in 15c3-1, or 8% of the total risk margin requirements for all positions carried in customer and non-customer accounts, as defined in CFTC Regulation 1.17. At December 31, 2022, the Company had net capital of \$7,476 million, which was 25.5% of aggregate debit items and \$5,152 million in excess of the minimum net capital requirement of \$2,324 million. As a registered broker-dealer, the Company is required to meet the business mix test exemption under Section 11(a)(1)(G) of the Securities Exchange Act. As of December 31, 2022, more than 50% ### 22. Subsequent Events The Company evaluated subsequent events from January 1, 2023 through February 27, 2023, the date the Statement of Financial Condition was available to be issued. The Company has had no material subsequent events since December 31, 2022. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.