Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 428 report information sustainability report Governance review review statements Annual Report 2022 Notes to the financial statements (continued) For the year ended 31 December 2022 1a Restatement of financial statements The comparatives in these consolidated financial statements for the year ended 31 December 2022 (the financial statements) have been restated to reflect both a provision and contingent liability disclosure in respect of the impact of an over-issuance of securities (the Over-issuance of Securities) in excess of the maximum aggregate offering price registered under Barclays Bank PLC’s shelf registration statement on Form F-3, as declared effective by the SEC in August 2019 (2019 F-3) and Barclays Bank PLC’s prior shelf registration statement (Predecessor Shelf). The comparatives have been restated so as to align them to those reported in the restated 2021 financial statements included in the Company’s amended Annual Report on Form 20-F for the year ended 31 December 2021. Due to an SEC settlement order in 2017, at the time the 2019 F-3 was filed and the Predecessor Shelf was amended, Barclays Bank PLC had ceased to be a “well-known seasoned issuer” (or WKSI) and had become an “ineligible issuer”, as defined in Rule 405 under the Securities Act of 1933, as amended (Securities Act), thus being required to register upfront a fixed amount of securities with the SEC. In March 2022, Barclays Bank PLC became aware that it had issued securities in the US materially in excess of the amount it had registered with the SEC under the 2019 F-3. Subsequently, Barclays Bank PLC became aware that securities had also been issued in excess of the amount it had registered with the SEC under the Predecessor Shelf. The securities that were over-issued included structured notes and exchange traded notes (ETNs). Certain offers and sales of these securities were not made in compliance with the Securities Act, giving rise to rights of rescission for certain purchasers of the securities. Under Section 12(a)(1) of the Securities Act, certain purchasers of unregistered securities have a right to recover, upon the tender of such security, the consideration paid for such security with interest, less the amount of any income received, or damages if the purchaser sold the securities at a loss (the Rescission Price). As a result, Barclays Bank PLC made a rescission offer to eligible purchasers of the relevant affected securities at the Rescission Price (the Rescission Offer). A portion of the costs associated with the rights of rescission of certain investors was attributable to Barclays PLC’s financial statements for the year ended 31 December 2021. Accordingly, the comparatives in these financial statements have been restated. The restatement impacts the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated statement of changes in equity, and the consolidated cash flow statement for the year ended 31 December 2021. There was no material impact on Barclays PLC’s previously reported financial statements for the year ended 31 December 2020. The impact of the restatement is as follows: • Litigation and conduct charges in the income statement for the year ended 31 December 2021 were underreported by £220m, increasing total operating expenses from a reported £14,439m to £14,659m. • Provisions on the consolidated balance sheet have increased from a reported £1,688m to £1,908m. • The taxation charge in the income statement has reduced by £50m from a reported £1,188m to £1,138m with a corresponding decrease in current tax liabilities on the balance sheet from £739m to £689m. • The overall impact of the restatement has been to reduce reported profit after tax from £7,226m to £7,056m. • The consolidated financial statements have been restated for the increased provision of £220m and lower tax charge of £50m. • The contractual maturity profile of financial liabilities designated at fair value has been restated to reflect the impact of the Over- issuance of Securities.
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