United States securities and exchange commission logo
July 11, 2022
Paul Edgecliffe-Johnson
Chief Financial Officer
InterContinental Hotels Group PLC
Broadwater Park
Denham, Buckinghamshire UB9 5HR
Re: InterContinental
Hotels Group PLC
Form 20-F for
fiscal year ended December 31, 2021
Filed March 3, 2022
File No. 001-10409
Dear Mr. Edgecliffe-Johnson:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for fiscal year ended December 31, 2021
Strategic Report
Group Cash Flow Summary, page 58
1. We note the non-IFRS
financial measures of Adjusted EBITDA and Adjusted Free Cash
Flow as part of your
group cash flow summary appear to be intended as liquidity
measures, yet appear to
comingle performance and liquidity measures given the
reconciliation
commences with Operating profit from reportable segments. If your
intention is to present
liquidity-based measures, please reconcile such measures from the
most directly
comparable measure of Cash flow from operations calculated in accordance
with IFRS as issued by
the IASB.
Performance, page 62
2. It appears that your
presentation of Total Gross Revenue in IHG's System is akin to a
billings metric for
total sales generated across the IHG Group portfolio, given that you
Paul Edgecliffe-Johnson
InterContinental Hotels Group PLC
July 11, 2022
Page 2
disclose it is not revenue wholly attributable to IHG as it is mainly
derived from hotels
owned by third parties. Please tell us how you considered Item 10(e)
of Regulation S-K,
as well as the Commission's Guidance on Management s Discussion and
Analysis of
Financial Condition and Results of Operations within Release No.
33-10751 in regards to
your Total gross revenue amount, and consider renaming your measure to
a billings or
similarly titled amount so as not to be confused with revenue you
record. Further, we note
that elsewhere in the filing you refer to "a reconciliation of total
gross revenue to owned,
leased and managed revenue as recorded in the Group Financial
Statements [that] can be
found on page 60." The table on page 60 is not a reconciliation, but
rather a
disaggregation of the components of Total gross revenue. Please
advise.
Additional Information
Adjusted EBITDA Reconciliation, page 223
3. We note your Adjusted EBITDA reconciliation begins with Operating
profit/(loss).
Please revise to reconcile this non-IFRS financial measure to the most
directly comparable
measure calculated in accordance with IFRS as issued by the IASB,
which would be
Profit/(loss) for the year from continuing operations. Refer to
Question 103.02 of the
Division's Non-GAAP Financial Measures Compliance & Disclosure
Interpretations.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Mark Rakip at (202) 551-3573 or Kristina Marrone at (202)
551-
3429 with any questions.
FirstName LastNamePaul Edgecliffe-Johnson Sincerely,
Comapany NameInterContinental Hotels Group PLC
Division of
Corporation Finance
July 11, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName