SecProbe.io

CORRESP
1
filename1.htm

    Broadwater Park

    Denham

    Buckinghamshire UB9 5HR

    United Kingdom

    August 4, 2022

    Switchboard +44 (0) 1895 512 000

    www.ihg.com

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mark Rakip and Kristina Marrone

    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 Rakip,

Thank you for your letter dated August 2, 2022 setting forth your response
to our letter of July 21.

Group Cash Flow Summary, page 58

1. We note your response to comments 1 and 3. Please
reconfigure the reconciliation in Appendix 2 to begin with the most directly comparable measure calculated in accordance with IFRS,
which you indicate is Cash flow from operations, to avoid placing undue prominence on the non-IFRS measure. Refer to Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division's Non-GAAP Financial Measures Compliance & Disclosure
Interpretations.

Response:

As discussed with you today, in order to give greater prominence to
the GAAP measure (cash flow from operations), we propose to first present the reconciliation of net cash from operations to Adjusted EBITDA
before presenting the summary cash flow information, which comprises a bridge from Adjusted EBITDA to Net Debt.

The proposed revisions are included at Appendix 1.

I trust this addresses your comments and look forward to hearing back
from you.

Yours sincerely,

/s/ Paul
Edgecliffe-Johnson

Paul Edgecliffe-Johnson

Chief Financial Officer & Group Head of Strategy

 CC: Giles Hannam, Pricewaterhouse Coopers LLP

Sarah Kokot, Ernst & Young LLP

Appendix 1 – proposed revisions to cash flow summary (p58)

    Reconciliation of Adjusted EBITDA

    12 months
    12 months

    2021
    2020

    $m
    $m

    Cash flow from operations
    848
    308

    Cash flows relating to exceptional items
    12
    87

    Other non-cash adjustments to operating profit/loss
    (71)
    (100)

    System Fund result
    11
    102

    System Fund depreciation and amortisation
    (94)
    (62)

    Other non-cash adjustments to System Fund result
    (6)
    (97)

    Working capital and other adjustments
    (110)
    27

    Capital expenditure: contract acquisition costs (key money)
    42
    64

    Adjusted EBITDA
    632
    329

    Group cash flow summary

    12 months
    12 months

    2021
    2020

    $m
    $m

    Adjusted EBITDA
    632
    329

    Working capital and other adjustments
    110
    (27)

    Other non-cash adjustments to operating profit/loss
    71
    100

    System Fund result
    (11)
    (102)

    Non-cash adjustments to System Fund result
    100
    159

    Capital expenditure: contract acquisition costs (key money)
    (42)
    (64)

    Capital expenditure: maintenance
    (33)
    (43)

    Cash flows relating to exceptional items
    (12)
    (87)

    Net interest paid
    (126)
    (130)

    Tax paid
    (86)
    (41)

    Principal element of lease payments
    (32)
    (65)

    Purchase of shares
    -
    -

    Adjusted free cash flow[1]
    571
    29

    Capital expenditure: Gross recyclable investments
    (5)
    (6)

    Capital expenditure: Gross System Fund investments
    (19)
    (35)

    Deferred consideration paid
    (13)
    -

    Disposals and repayments, including other financial assets
    58
    18

    Distributions from associates and joint ventures
    -
    5

    Dividends and shareholder returns
    -
    3

    Other items / proceeds from currency swaps
    -
    -

    Net cash flow before other net debt movements
    592
    14

    Add back principal element of lease repayments within free cash flow
    32
    65

    Exchange and other non-cash adjustments
    24
    57

    Decrease in net debt
    648
    136

    Net debt at beginning of the year
    (2,529)
    (2,665)

    Net debt at end of the year[1]
    (1,881)
    (2,529)

1 Definitions
for Non-GAAP measures can be found on pages 73 to 77. Reconciliations of these measures to the most directly comparable line items within
the Group Financial Statements can be found on pages 218 to 223.