SEC Comment Letter for INTERCONTINENTAL HOTELS GROUP (IHG) — Aug 10, 2016
INTERCONTINENTAL HOTELS GROUP PLC /NEW/
Date: Aug. 10, 2016 · CIK: 0000858446 · Accession: 0000000000-16-088121
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-10409
Letter
Mail Stop 3233 August 10, 2016 Via E -mail Mr. Paul Edgecliffe -Johnson Chief Financial Officer InterContinental Hotels Group PLC Broadwater Park Denham, Buckinghamshire UB9 5HR United Kingdom
Re: InterContinental Hotels Group PLC Form 2 0-F for the year ended December 31, 2015 Filed on March 3, 2016 File No. 001-10409
Dear Mr. Edgecliffe -Johnson :
We have reviewed your filing an d 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 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.
General
1. We note your disclosure on pages 28 and 29 that you measure your performance through a set of carefully selected key performance indicators, including global RevPAR growth. Please tell us whether management considers RevPAR, average daily rate and occupancy of your franchised properties, your managed p roperties and your owned and leased properties to be key performance metrics. If so, please revise future Exchange Act periodic filings to include these performance metrics or advise.
Non-GAAP Calculations, page 155
2. In future filings please include a statement disclosing the reasons why you believe your presentation of the non -GAAP financial measures provide useful information to
Paul Edgecliffe -Johnson InterContinental Hotels Group PLC August 10, 2016 Page 2
investors. Please provide us an example of your proposed disclosure. Please refer to Item 10(e) of Regulation S -K.
3. We n ote your narrative reconciliations of your non -GAAP measures for the Group. We note you disclose these measures on a segment basis within your performance discussion. In future filings, please also include a schedule to allow the reader to reconcile the non- GAAP segment measures to your non -GAAP group measures. Please provide us an example of your proposed disclosure. Please refer to Item 10(e) of Regulation S -K.
4. In future filings, when you are presenting a measure on a constant currency basis, your reconciliation should present the historical amounts and the amounts in a constant currency. Please provide us an example of your proposed disclosure. Please refer to Question 104.06 of our Non -GAAP Financial Measures Compliance & Disclosure Interpretation s.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Paul Edgecliffe -Johnson InterContinental Hotels Group PLC August 10, 2016 Page 3
You may contact Wilson K. Lee at (202) 551 -3468 or me at (202) 551 -3295 if you have any questions regarding comments on the financial statements and related matters . Please contact Rahul Patel, Staff Attorney , at (202) 551 -3799 or Jennifer Gowetski, Senior Counsel, at (202) 551 -3401 with any other questions.
Sincerely,
/s/ Jennifer Monick
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Mail Stop 3233 August 10, 2016 Via E -mail Mr. Paul Edgecliffe -Johnson Chief Financial Officer InterContinental Hotels Group PLC Broadwater Park Denham, Buckinghamshire UB9 5HR United Kingdom Re: InterContinental Hotels Group PLC Form 2 0-F for the year ended December 31, 2015 Filed on March 3, 2016 File No. 001-10409 Dear Mr. Edgecliffe -Johnson : We have reviewed your filing an d 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 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. General 1. We note your disclosure on pages 28 and 29 that you measure your performance through a set of carefully selected key performance indicators, including global RevPAR growth. Please tell us whether management considers RevPAR, average daily rate and occupancy of your franchised properties, your managed p roperties and your owned and leased properties to be key performance metrics. If so, please revise future Exchange Act periodic filings to include these performance metrics or advise. Non-GAAP Calculations, page 155 2. In future filings please include a statement disclosing the reasons why you believe your presentation of the non -GAAP financial measures provide useful information to Paul Edgecliffe -Johnson InterContinental Hotels Group PLC August 10, 2016 Page 2 investors. Please provide us an example of your proposed disclosure. Please refer to Item 10(e) of Regulation S -K. 3. We n ote your narrative reconciliations of your non -GAAP measures for the Group. We note you disclose these measures on a segment basis within your performance discussion. In future filings, please also include a schedule to allow the reader to reconcile the non- GAAP segment measures to your non -GAAP group measures. Please provide us an example of your proposed disclosure. Please refer to Item 10(e) of Regulation S -K. 4. In future filings, when you are presenting a measure on a constant currency basis, your reconciliation should present the historical amounts and the amounts in a constant currency. Please provide us an example of your proposed disclosure. Please refer to Question 104.06 of our Non -GAAP Financial Measures Compliance & Disclosure Interpretation s. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Paul Edgecliffe -Johnson InterContinental Hotels Group PLC August 10, 2016 Page 3 You may contact Wilson K. Lee at (202) 551 -3468 or me at (202) 551 -3295 if you have any questions regarding comments on the financial statements and related matters . Please contact Rahul Patel, Staff Attorney , at (202) 551 -3799 or Jennifer Gowetski, Senior Counsel, at (202) 551 -3401 with any other questions. Sincerely, /s/ Jennifer Monick Jennifer Monick Assistant Chief Accountant Office of Real Estate and Commodities