SEC Comment Letter for BARCLAYS (BCS) — Jan 25, 2017
BARCLAYS PLC
Date: Jan. 25, 2017 · CIK: 0000312069 · Accession: 0000000000-17-002665
AI Filing Summary & Sentiment
File numbers found in text: 001-10257
Letter
Mail Stop 4720 January 25, 2017 Via E-mail Tushar Morzaria Group Finance Director Barclays PLC Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom
Re: Barclays PLC Barclays Bank PLC Forms 20-F for the Fiscal Year Ended December 31, 2015 Response dated November 10, 2016 Form 6 -K Filed October 27, 2016 File Nos. 001 -09246 and 001-10257
Dear Mr. Morzaria :
We have reviewed your November 10, 2016 response to our comment letter and the Form 6-K referenced above and have the following comment s. 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 busine ss days by providing the requested information or advis e 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 6 -K Filed October 27, 2016
Exhibit 99.1
Certain Non -IFRS Measures, page 1
1. We note your Q3 2016 Results Announcement contains extensive non -IFRS financial measures throughout Exhibit 99.1. Howeve r, the only disclosure or labeling of the non - IFRS measures is contained on pages 1 -2 of the Exhibit. Please revise future filings to more clearly highlight throughout your filings, on Form 6 -K and Form 20 -F, any non - IFRS measures. For example, given tha t many pages of the Exhibit consist entirely of non-IFRS measures, consider disclosing at the top of the page that all of the information
Tushar Morzaria Barclays PLC January 25, 2017 Page 2
on the page is on a non -IFRS basis.
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 segme nts. 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.
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 this non -IFRS measure, nor disclosed in this document the number of weighted average shares outstanding in order to recalculate this non -IFRS measure. Please revise future filings to p rovide a reconciliation of this measure and disclose all of the necessary components of the calculation.
Performance Highlights, page 3
4. We note that you present return on average tangible equity, average tangible shareholders’ equity, and tangible net as set value per share on page 3, but have not identified these as non -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 a non -IFRS measu re. Please identify these measures as non -IFRS measures and provide a reconciliation showing the calculation of each of these non -IFRS measures. Additionally, please provide the comparative IFRS measure, giving it equal or greater prominence to the non -IFRS measure, for each of these non -IFRS measures. Refer to Item 10(e)(1)(i) of Regulation S -K.
5. We note that you present Core and Non -Core basic earnings/(loss) per share, as well as Core and Non -Core basic earnings(loss) per share excluding notable items on pages 4, 18 and 19, but have not identified them as non -IFRS measures anywhere in the Exhibit. Please identify each of these measures as non -IFRS and provide a reconciliation of each of the non -IFRS measures.
6. We note that you present Core and Non -Core return on average tangible equity, as well as Core and Non -Core return on average tangible equity excluding notable items on page 4, but have not identified them as non -IFRS measures anywhere in the Exhibit. Additionally, we note you present average all ocated tangible equity and period end allocated tangible equity on both a Core and Non -Core basis, but have not identified them as non -IFRS measures. Please identify each of these measures as non -IFRS measures and provide a reconciliation for each of the non-IFRS measures presented in your filing. Additionally, please provide the comparative IFRS measure, giving it equal or greater prominence to the non -IFRS measure, for each of these non -IFRS measures. Refer to Item 10(e)(1)(i) of Regulation S -K.
Tushar Morzaria Barclays PLC January 25, 2017 Page 3
Resul ts 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, pages 10 -14 and pages 20 -24, but you have not id entified them as non -IFRS measures anywhere in the Exhibit. Please identify each of these measures as non -IFRS and provide a reconciliation for each of the non -IFRS measures presented in your filing. Additionally, please provide the comparative IFRS meas ure, giving it equal or greater prominence to the non -IFRS measure, for each of these non -IFRS measures. Refer to Item 10(e)(1)(i) of Regulation S -K.
You may contact Michael Henderson, Staff Accountant at (202) 551 -3364 or me at (202) 551-3512 with any questions.
Sincerely,
/s/ Stephanie L. Sullivan
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Mail Stop 4720 January 25, 2017 Via E-mail Tushar Morzaria Group Finance Director Barclays PLC Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Re: Barclays PLC Barclays Bank PLC Forms 20-F for the Fiscal Year Ended December 31, 2015 Response dated November 10, 2016 Form 6 -K Filed October 27, 2016 File Nos. 001 -09246 and 001-10257 Dear Mr. Morzaria : We have reviewed your November 10, 2016 response to our comment letter and the Form 6-K referenced above and have the following comment s. 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 busine ss days by providing the requested information or advis e 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 6 -K Filed October 27, 2016 Exhibit 99.1 Certain Non -IFRS Measures, page 1 1. We note your Q3 2016 Results Announcement contains extensive non -IFRS financial measures throughout Exhibit 99.1. Howeve r, the only disclosure or labeling of the non - IFRS measures is contained on pages 1 -2 of the Exhibit. Please revise future filings to more clearly highlight throughout your filings, on Form 6 -K and Form 20 -F, any non - IFRS measures. For example, given tha t many pages of the Exhibit consist entirely of non-IFRS measures, consider disclosing at the top of the page that all of the information Tushar Morzaria Barclays PLC January 25, 2017 Page 2 on the page is on a non -IFRS basis. 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 segme nts. 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. 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 this non -IFRS measure, nor disclosed in this document the number of weighted average shares outstanding in order to recalculate this non -IFRS measure. Please revise future filings to p rovide a reconciliation of this measure and disclose all of the necessary components of the calculation. Performance Highlights, page 3 4. We note that you present return on average tangible equity, average tangible shareholders’ equity, and tangible net as set value per share on page 3, but have not identified these as non -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 a non -IFRS measu re. Please identify these measures as non -IFRS measures and provide a reconciliation showing the calculation of each of these non -IFRS measures. Additionally, please provide the comparative IFRS measure, giving it equal or greater prominence to the non -IFRS measure, for each of these non -IFRS measures. Refer to Item 10(e)(1)(i) of Regulation S -K. 5. We note that you present Core and Non -Core basic earnings/(loss) per share, as well as Core and Non -Core basic earnings(loss) per share excluding notable items on pages 4, 18 and 19, but have not identified them as non -IFRS measures anywhere in the Exhibit. Please identify each of these measures as non -IFRS and provide a reconciliation of each of the non -IFRS measures. 6. We note that you present Core and Non -Core return on average tangible equity, as well as Core and Non -Core return on average tangible equity excluding notable items on page 4, but have not identified them as non -IFRS measures anywhere in the Exhibit. Additionally, we note you present average all ocated tangible equity and period end allocated tangible equity on both a Core and Non -Core basis, but have not identified them as non -IFRS measures. Please identify each of these measures as non -IFRS measures and provide a reconciliation for each of the non-IFRS measures presented in your filing. Additionally, please provide the comparative IFRS measure, giving it equal or greater prominence to the non -IFRS measure, for each of these non -IFRS measures. Refer to Item 10(e)(1)(i) of Regulation S -K. Tushar Morzaria Barclays PLC January 25, 2017 Page 3 Resul ts 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, pages 10 -14 and pages 20 -24, but you have not id entified them as non -IFRS measures anywhere in the Exhibit. Please identify each of these measures as non -IFRS and provide a reconciliation for each of the non -IFRS measures presented in your filing. Additionally, please provide the comparative IFRS meas ure, giving it equal or greater prominence to the non -IFRS measure, for each of these non -IFRS measures. Refer to Item 10(e)(1)(i) of Regulation S -K. You may contact Michael Henderson, Staff Accountant at (202) 551 -3364 or me at (202) 551-3512 with any questions. Sincerely, /s/ Stephanie L. Sullivan Stephanie L. Sullivan Senior Technical and Policy Advisor Office of Financial Services