![]() | Barclays PLC | |
One Churchill Place | ||
London E14 5HP | ||
United Kingdom |
Stephanie L. Sullivan
Senior Assistant Chief Accountant
Office of Financial Services
U.S. Securities and Exchange Commission
Washington DC 20549
United States
VIA EDGAR
February 28, 2017
Re: | Barclays PLC |
Barclays Bank PLC
Forms20-F for the Fiscal Year Ended December 31, 2015
Response dated November 10, 2016
Form6-K Filed October 27, 2016
File Nos.001-09246 and001-10257
Dear Ms Sullivan,
This letter responds to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated January 25, 2017, concerning the Form6-K filed October 27, 2016 of Barclays PLC and Barclays Bank PLC (collectively, “Barclays”). Our responses to your comments are set out in Appendix 1 to this letter. For convenience, the comments are set forth in bold in Appendix 1.
If you have any questions relating to this letter, please contact Gerbrand Muller at Barclays, by telephone at + 44 (0) 20 3134 6348 or by email at gerbrand.muller@barclays.com, or John O’Connor at Sullivan & Cromwell LLP, by telephone at +44 (0) 20 7959 8515, by facsimile at +44 (0) 20 7959 8950 and by email at oconnorj@sullcrom.com.
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Stephanie L. Sullivan
U.S. Securities and Exchange Commission
Yours sincerely,
/s/ Tushar Morzaria
Tushar Morzaria
Group Finance Director
Cc | Michael Henderson |
(U.S. Securities and Exchange Commission)
George H. White
John O’Connor
(Sullivan & Cromwell LLP)
Henry Daubeney
(PricewaterhouseCoopers LLP)
Gerbrand Muller
(Barclays)
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Stephanie L. Sullivan
U.S. Securities and Exchange Commission
Appendix 1
Form6-K Filed October 27, 2016
Exhibit 99.1
CertainNon-IFRS Measures, page 1
1. | We note your Q3 2016 Results Announcement contains extensivenon-IFRS financial measures throughout Exhibit 99.1. However, the only disclosure or labeling of thenon- IFRS measures is contained on pages1-2 of the Exhibit. Please revise future filings to more clearly highlight throughout your filings, on Form6-K and Form20-F, anynon-IFRS measures. For example, given that many pages of the Exhibit consist entirely ofnon-IFRS measures, consider disclosing at the top of the page that all of the information on the page is on anon-IFRS basis. |
In response to the comment, we have significantly expanded disclosure addressingnon-IFRS measures in the Annual Report on Form20-F for the year ended December 31, 2016 (the “201620-F”) filed on February 23, 2017. We note that we have included a detailed list ofnon-IFRS measures used on pages i to iv of the 201620-F under a prominent heading of “Certainnon-IFRS measures”, as well as further discussion ofnon-IFRS measures on pages 191 and 212 and in the glossary on pages 449 to 464. In addition, reconciliations for thesenon-IFRS measures are provided on pages vi to x and 213 to 215 of the 201620-F.
For example, the introduction to the “Financial Review” section on pages 191 to 192 of the 201620-F discloses the key performance measures used by Barclays, and now also includes an introductory paragraph that highlights the use ofnon-IFRS performance measures and refers the reader to the detailed definitions and reconciliations ofnon-IFRS measures on pages i to x and 212 to 215 of the 201620-F.
We believe that these changes from prior practice will more clearly highlight the use ofnon-IFRS measures and the related reconciliations in the 201620-F.
2. | We note your disclosure that a reconciliation of Barclays Core results is provided on page 18. However, on page 18, you simply present the Barclays Core results, and have a footnote to the table describing how the Core results are calculated, and refer the reader to pages 10 to 14 for the three applicable IFRS 8 operating segments. Please revise future filings to present a reconciliation that shows the applicable IFRS 8 operating segments being summed together to arrive at the Core results presented. |
In response to this comment, we have included reconciliations which show the relevant IFRS 8 operating segments summing to Core for each relevant period on pages vi to viii of the 201620-F.
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Stephanie L. Sullivan
U.S. Securities and Exchange Commission
Appendix 1
3. | We note your discussion of basic earnings/(loss) per share excluding notable items. However, we note that you have not shown the reconciliation of thisnon-IFRS measure, nor disclosed in this document the number of weighted average shares outstanding in order to recalculate thisnon-IFRS measure. Please revise future filings to provide a reconciliation of this measure and disclose all of the necessary components of the calculation. |
In response to this comment, we have provided a reconciliation to basic earnings/(loss) per share excluding notable items on page 215 of the 201620-F, which includes disclosure of the basic weighted average number of shares.
Performance Highlights, page 3
4. | We note that you present return on average tangible equity, average tangible shareholders’ equity, and tangible net asset value per share on page 3, but have not identified these asnon-IFRS measures anywhere in the Exhibit. Additionally, on page 17 you also present return on average tangible equity excluding notable items, and have not identified it as anon-IFRS measure. Please identify these measures asnon-IFRS measures and provide a reconciliation showing the calculation of each of thesenon-IFRS measures. Additionally, please provide the comparative IFRS measure, giving it equal or greater prominence to thenon-IFRS measure, for each of thesenon-IFRS measures. Refer to Item 10(e)(1)(i) of RegulationS-K. |
In the 201620-F, on pages ii to iv, we have identified average tangible equity, average tangible shareholders’ equity and tangible net asset value per share asnon-IFRS measures and included cross-references to the relevant reconciliations and comparable IFRS measures on pages ix and 215 of the 201620-F.
We have revised our disclosure to give equal or greater prominence to comparable IFRS measures. For example, we have presented the comparative IFRS measure, return on shareholders’ equity, in the narrative and table on page 191 of the 201620-F prior to our disclosure of thenon-IFRS measure, return on average tangible shareholders’ equity.
Return on average tangible shareholders’ equity excluding notable items is also highlighted as anon-IFRS measure on page iv of the 201620-F. On page 191 of the 201620-F, where Core return on average tangible equity excluding notable items is presented as anon-IFRS performance measure, such measure is preceded by return on equity, the comparative IFRS measure. Similarly, on pages 202, 205 and 206 of the 201620-F, disclosure of return on average tangible shareholders’ equity excluding notable items is preceded by disclosure of return on equity, the comparative IFRS measure.
Page 191 of the 201620-F, the first page of the “Financial Review” section showing key performance measures, now also includes an introductory paragraph that highlights the use ofnon-IFRS performance measures and refers the reader to the detailed definitions and reconciliations on pages i to x and 212 to 215 of the 201620-F.
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Stephanie L. Sullivan
U.S. Securities and Exchange Commission
Appendix 1
5. | We note that you present Core andNon-Core basic earnings/(loss) per share, as well as Core andNon-Core basic earnings(loss) per share excluding notable items on pages 4, 18 and 19, but have not identified them asnon-IFRS measures anywhere in the Exhibit. Please identify each of these measures asnon-IFRS and provide a reconciliation of each of thenon-IFRS measures. |
On page ii the 201620-F, we have clearly identified Barclays Core measures asnon-IFRS, as well as identified basic earnings/(loss) per share excluding notable items as anon-IFRS measure. Reconciliations of basic earnings/(loss) per share and basic earnings/(loss) per share excluding notable items for both Core andNon-Core are provided on page 215 of the 201620-F.
6. | We note that you present Core andNon-Core return on average tangible equity, as well as Core andNon-Core return on average tangible equity excluding notable items on page 4, but have not identified them asnon-IFRS measures anywhere in the Exhibit. Additionally, we note you present average allocated tangible equity and period end allocated tangible equity on both a Core andNon-Core basis, but have not identified them asnon-IFRS measures. Please identify each of these measures asnon-IFRS measures and provide a reconciliation for each of thenon-IFRS measures presented in your filing. Additionally, please provide the comparative IFRS measure, giving it equal or greater prominence to thenon-IFRS measure, for each of thesenon-IFRS measures. Refer to Item 10(e)(1)(i) of RegulationS-K. |
On pages ii to iv of the 201620-F, we have clearly identified return on average tangible shareholders equity, return on average tangible equity excluding notable items and average allocated tangible equity asnon-IFRS measures. We provide reconciliations of return on average tangible shareholders equity, return on average tangible equity excluding notable items and average allocated tangible equity on both a Core andNon-Core basis on pages ix, 213 and 214 of the 201620-F. The 201620-F does not include period end allocated tangible equity as anon-IFRS measure.
As noted above in response to comment 4, on page 191 of the 201620-F, where Core return on average tangible equity excluding notable items is presented as anon-IFRS performance measure, such measure is preceded by return on equity, the comparative IFRS measure. Page 191 also now includes an introductory paragraph that highlights the use ofnon-IFRS performance measures and refers the reader to the detailed definitions and reconciliations on pages i to x and 212 to 215 of the 201620-F.
Results by Business, page 10
7. | We note that you present return on average tangible equity, average allocated tangible equity and average tangible equity excluding notable items for each of your segments on page 6, pages10-14 and pages20-24, but you have not identified them asnon-IFRS measures anywhere in the Exhibit. Please identify each of these measures asnon-IFRS and provide a reconciliation for each of thenon-IFRS measures presented in your filing. Additionally, please provide the comparative IFRS measure, giving it equal or greater prominence to thenon-IFRS measure, for each of thesenon-IFRS measures. Refer to Item 10(e)(1)(i) of RegulationS-K. |
On pages iii to iv of the 201620-F, we have clearly identified return on average tangible shareholders’ equity, return on average allocated tangible equity and return on average tangible
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Stephanie L. Sullivan
U.S. Securities and Exchange Commission
Appendix 1
shareholders’ equity excluding notable items asnon-IFRS measures. Readers are referred to the detailed reconciliations, which are prepared on a segment basis, included on pages ix and 214 of the 201620-F.
The 201620-F also includes disclosure to give equal or greater prominence to comparative IFRS measures when disclosing thesenon-IFRS measures. For example, on pages 202, 205 and 206 of the 201620-F, disclosure of return on average tangible shareholders’ equity excluding notable items for Barclays UK and Barclays International is preceded by disclosure of return on equity for the relevant segment, the comparative IFRS measure.
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