SEC Company Response from BARCLAYS (BCS) — Nov 10, 2016
BARCLAYS PLC
Date: Nov. 10, 2016 · CIK: 0000312069 · Accession: 0001193125-16-765509
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File numbers found in text: 001-09246, 001-10257
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CORRESP 1 filename1.htm CORRESP BARCLAY PLC HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS LETTER IN ACCORDANCE WITH 17 C.F.R. 200.83 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 10 November 2016 Re: Barclays PLC Barclays Bank PLC Forms 20-F for the Fiscal Year Ended December 31, 2015 Filed March 1, 2016 Form 6-K Filed August 1, 2016 File Nos. 001-09246 and 001-10257 Dear Ms Sullivan, This letter responds to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated 30 September 2016, concerning the Annual Report on Form 20-F for the fiscal year ended 31 December 2015 of Barclays PLC and Barclays Bank PLC (collectively, “Barclays”), and the Form 6-K for the half year ended 30 June 2016. 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. In addition, in accordance with what we understand to be the Staff’s policy with respect to requests for confidential treatment of responses to the Staff’s comment letters, we are submitting two separate letters to the Staff’s comments. Concurrent with the submission to you of this letter, confidential treatment of portions of this letter is being requested under the Commission’s rules in accordance with 17 C.F.R. § 200.83. Accordingly, a separate version of this response letter containing confidential information of Barclays is being filed by hand and not via EDGAR. This letter being submitted via EDGAR does not contain confidential information of Barclays and therefore is not submitted on a confidential basis. If you have any questions relating to this letter please contact John O’Connor at Sullivan & Cromwell LLP, 1 New Fetter Lane, London EC4A 1AN, United Kingdom by telephone at +44 (0) 20 7959 8515, respectively, by facsimile at +44 (0) 20 7959 8950 and by email at oconnorj@sullcrom.com. 1 BARCLAY PLC HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS LETTER 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) 2 BARCLAY PLC HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS LETTER Stephanie L. Sullivan U.S. Securities and Exchange Commission Appendix 1 Form 20-F for the Fiscal Year Ended December 31, 2015 General 1. You stated in your letter to us dated October 31, 2013 that you had continuing business activities related to Sudan and Syria, countries which are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Your Form 20-F does not include disclosure about contacts with those countries beyond a reference on page 330 to legacy guarantees concerning Syria. Please provide us with information regarding your contacts with Sudan and Syria since the referenced letter. You should describe any services or funds you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of Sudan and Syria or entities they control. Our activities in both North and South Sudan (“Sudan”) and Syria (collectively, the ‘Subject Countries’) have been substantially limited since September 2012, when Barclays introduced an enhanced Group Sanctions Policy (the ‘Sanctions Policy’), which applies to all of Barclays’ operations globally. The Sanctions Policy significantly enhanced restrictions on business and dealings with countries subject to U.S. sanctions, including the Subject Countries. The Sanctions Policy is reviewed annually, with the most recent review and publication on 1 November 2016. However, there has been no change to the Sanctions Policy with respect to restrictions relating to the Subject Countries since our letter dated 31 October 2013. As a consequence of the implementation of these restrictions, there has been no material change in Barclays’ exposure to the Subject Countries, which remains at immaterial levels relative to Barclays’ global total revenues, assets and liabilities as published in the Annual Report on Form 20-F for the year ended 31 December 2015. Barclays does not have, and does not anticipate having, a subsidiary, branch, representative office or other physical presence in any of the Subject Countries. In addition, Barclays prohibits correspondent banking relationships with institutions in the Subject Countries. Our correspondent banking relationships are subject to, and are in compliance with, our Sanctions Policy. As stated in our letter dated 31 October 2013, some of our correspondent banks, such as Byblos Bank in Lebanon, have operations in Syria and Sudan. However, we do not have direct correspondent banking relationships with Byblos Bank in Syria or Sudan, nor with any other bank in the Subject Countries. Syria As stated in our letter dated 31 October 2013, since September 2012 Barclays has restricted business activity relating to Syria in all circumstances and requires activity involving Syria to be escalated to the central Sanctions Advisory and Oversight Team for consideration on a case by 3 BARCLAY PLC HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS LETTER Stephanie L. Sullivan U.S. Securities and Exchange Commission Appendix 1 case basis. Such activity can only be undertaken if it is legally permissible and if such activity is consistent with Barclays’ own risk tolerance. Barclays’ existing activities related to Syria remain limited and include (in addition to the activities described on page 330 of our Annual Report on Form 20-F) a small number of legacy obligations as noted in our letter of 31 October 2013, all of which we believe are outside the scope of the prohibitions under applicable U.S. sanctions, for example personal banking products held outside of Syria for customers currently resident in Syria. We confirm that Barclays’ Sanctions Policy and risk tolerance with respect to Syria has not changed since our letter dated 31 October 2013, and as such all activity relating to Syria continues to remain restricted by the Sanctions Policy. Sudan We confirm that Barclays’ Sanctions Policy and risk tolerance with respect to Sudan has not changed since our letter dated 31 October 2013, and as such the restrictions outlined below continue to remain in place. As stated in our letter dated 31 October 2013, Barclays’ Sanctions Policy severely restricts business activity relating to the territory of Sudan which is the subject of U.S. Sanctions. The Sanctions Policy sets out the restrictions in place in relation to both South Sudan and North Sudan, to restrict, among others, business activity involving a sanctioned party, or military goods, technology, and services. In addition to these restrictions, business activity with a U.S. nexus and involving North Sudan or the Government of North Sudan has remained restricted in all circumstances, requiring any proposed activity to be escalated to the central Sanctions Advisory and Oversight Team for consideration on a case by case basis. Exception requests to the Sanctions Advisory and Oversight Team include, for example, facilitation of legally permitted payments required for humanitarian aid or payments related to the United Nations’ activity in Sudan and the surrounding areas. Such activity will only be approved by the Sanctions Advisory and Oversight Team if it is legally permissible and if such activity is consistent with Barclays’ own risk tolerance. In addition, Barclays continues to maintain and monitor through the exception process a small number of relationships held for clients, which are in compliance with applicable legal restrictions and consistent with Barclays’ risk tolerance, the details of which were disclosed in our letter dated 31 October 2013. Barclays also maintains a small number of other investments and wealth management products, all of which we believe remain outside the scope of the prohibitions under applicable U.S. sanctions. Some of these were disclosed in our letter of 31 October 2013 while others have since been approved through the exception process. 4 BARCLAY PLC HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS LETTER Stephanie L. Sullivan U.S. Securities and Exchange Commission Appendix 1 2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria Given there has been no change in risk tolerance or Sanctions Policy with respect to the Subject Countries since the letter of 31 October 2013, we do not believe that our business activities in or other contacts with the Subject Countries are material to the Barclays group in quantitative or qualitative terms and do not believe that such operations or contacts constitute a material investment risk to our security holders for the following reasons: Quantitative Analysis As discussed in our response to Comment 1, Barclays’ contacts with the Subject Countries are restricted, in accordance with the Sanctions Policy, and the qualitative and quantitative value of our limited activities in those countries is negligible in the context of Barclays’ overall business. Since all activity relating to Syria and Sudan is restricted under Barclays’ Sanctions Policy, Barclays believes that there has not been any significant change in the amounts or materiality of such activities as compared to the amounts and materiality considerations outlined in the letter of 31 October 2013. Activity levels in relation to the Subject Countries have seen a decreasing trend in the period since the letter of 31 October 2013 based on the number of case by case escalations received by the Sanctions Advisory and Oversight Team, with the majority of activity escalated being related to items such as facilitation of legally permitted payments for humanitarian aid or related to United Nations activity in Sudan and surrounding areas. Consistent with the figures provided in the letter dated 31 October 2013, we have excluded from the figures below, customer and business activity relating to (i) humanitarian aid and to the activities of the United Nations with respect to the Subject Countries, (ii) individual (non-corporate) customers outside of the Subject Countries who did not have any on-going or 5 BARCLAY PLC HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS LETTER Stephanie L. Sullivan U.S. Securities and Exchange Commission Appendix 1 substantial relationship with the Subject Countries (i.e., excluded from this review are customers with only non-recurring or incidental payments such as those in connection with a vacation that involve amounts immaterial to that individual client; however, this review included customers who made on-going remittances to a Subject Country); and (iii) corporate customers with less than 15% of their business activity derived from assets, sales turnover or revenue from, in or with the Subject Countries. It should be noted that there has been no direct activity relating to the Government of Syria or Governments of North or South Sudan in the last three fiscal periods, following the implementation of the Sanctions Policy in 2012, and subsequent exiting of relationships due to the reduction in Barclays’ risk tolerance as set out in the letter of 31 October 2013. While there has been a small amount of indirect activity relating to the Governments of Syria, North Sudan and South Sudan, such indirect activities are restricted to humanitarian aid or related to United Nations activity in these countries. The following table sets forth Barclays’ estimated revenues, assets and liabilities associated with Syria and Sudan as of and for the year ended 31 December 2015 and the half year ended 30 June 2016. As of and for the year ended 31 December 2015, as applicable (in millions of U.S. $)1 Revenues Assets Liabilities Syria <$ 0.0077 <$ 0.0504 <$ 1.6830 Sudan <$ 0.0002 Nil <$ 0.0400 As of and for the half year ended 30 June 2016, as applicable (in millions of U.S. $)1 Revenues Assets Liabilities Syria <$ 0.0050 <$ 0.0161 <$ 1.5164 Sudan <$ 0.0002 Nil <$ 0.0267 Barclays believes the amounts above are immaterial relative to Barclays’ global total revenues, assets and liabilities as reflected in Barclays’ Form 20-F for the year ended 31 December 2015. For example, revenues associated with each of the Subject Countries as a percentage of Barclays’ total revenues were less than 0.00002% for Syria, and less than 0.000001% for Sudan. 1 Although the figures presented above are stated in U.S. dollars for the sake of consistency with our 2013 letter, only a small portion of the underlying business activities were conducted in U.S. dollars. 6 BARCLAY PLC HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS LETTER Stephanie L. Sullivan U.S. Securities and Exchange Commission Appendix 1 In addition, assets associated with each of the Subject Countries as a percentage of total assets were less than 0.000003% for Syria, and nil for Sudan. Liabilities as a percentage of total liabilities were less than 0.00011% for Syria, and less than 0.000003% for Sudan. The primary reasons for the variance from the amounts reported in the letter dated 31 October 2013 are the completion of various legacy loan relationships and changes in circumstances for certain clients who are no longer resident in or conducting significant business activity with the Subject Countries, resulting in a reduction in revenues, asset and liabilities. As stated in the letter of 31 October 2013, Barclays believes the amounts associated with each of the Subject Countries relative to Barclays’ global total revenues, assets and liabilities as reflected in Barclays’ restated financial statements for the year ended 31 December 2012 were immaterial, and continue to remain so. The figures presented above represent Barclays’ exposure to the Subject Countries through either direct or indirect customer relationships across our Retail, Corporate, and Wealth Management businesses. There is no exposure in relation to the Subject Countries within Barclays’ investment banking or Barclaycard businesses. The following table compares the revenues, assets and liabilities associated with Syria and Sudan as of and for the years ended 31 December 2012 and 2015 and the half year ended 30 June 2016. Barclays believes that these amounts continue to be immaterial in the context of the Barclays group as a whole. Comparison of Revenue, Assets and Liabi