SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

(Mark One)

¨
(Mark One)
oREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934

or

or
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

or

¨For the fiscal year ended December 31, 2010
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

or

¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission filenumber: 1-10409

InterContinental Hotels Group PLC

(Exact name of registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organization)

Broadwater Park,

Denham, Buckinghamshire UB9 5HR

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

 

Name of each exchange on which registered

American Depositary Shares

 New York Stock Exchange

Ordinary Shares of 131429 194/47329 pence each

 New York Stock Exchange*

*Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Ordinary Shares of 131429 194/47329 pence each
 289,472,651268,325,071

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:    Yes  þ    No  o¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:    Yes  o¨    No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:    Yes  þ    No  o¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  o¨    No  þ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  þ
Accelerated filer o Accelerated filer  ¨Non-accelerated filer  o¨
Smaller reporting company  ¨
(Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17o¨      Item 18 þ

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act):

Yes            o¨                     No            þ

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP  ¨

  
US GAAP  o

International Reporting Standards as issued by

the International Standards Accounting Board  þ

  Other  o¨


TABLE OF CONTENTS

   PagePage
 

  41

  5
2  
PART I
 PART I

Item 1.

Identity of Directors, Senior Management and Advisors  74

 

Offer Statistics and Expected Timetable

7
Key Information7
   4

Item 3.

Key Information

4

Selected Consolidated Financial Information

4

Risk Factors

 7

Item 4.

 Risk Factors10

Information on the Company

13
   Summary11
 13

Summary

   11

Segmental Information

16
   14

Business Overview

17
   Trademarks15
 37

Trademarks

   38

Organizational Structure

37
   38

Property, Plant and Equipment

38
   Environment39
 38

  39

Item 4A.

Unresolved Staff Comments

  3941

 

Operating and Financial Review and Prospects

39
   41

Introduction

41

Critical Accounting Policies

40
   42

Operating Results

42
   44

Liquidity and Capital Resources

  5154

 

Directors, Senior Management and Employees

53
   56

Directors and Senior Management

53
   Compensation56
 57

Compensation

   61

Board Practices

58
   Employees62
 61

Employees

   65

Share-based Compensation

62
   65

Share Ownership

  6266

 

Major Shareholders and Related Party Transactions

63
   67

Major Shareholders

63
   67

Related Party Transactions

63
Financial Information63
   67

Item 8.

Financial Information

67

Consolidated Statements and Other Financial Information

  6367

Significant Changes

68

Item 9.

The Offer and Listing

68

Plan of Distribution

69

Selling Shareholders

69

Dilution

69

Expenses of the Issue

69

i


   Significant ChangesPage

Item 10.

 64
The Offer and Listing64
Plan of Distribution65
Selling Shareholders65
Dilution65
Expenses of the Issue65


2


   70  

Articles of Association

   70Page
  
 

Additional InformationMaterial Contracts

65
   Articles of Association72
 65

Exchange Controls

   Material Contracts74
 68

Taxation

   Exchange Controls74
 71

Documents on Display

   Taxation78

Item 11.

 71
Documents on Display75

Quantitative and Qualitative Disclosures About Market Risk

  7578

 

Description of Securities Other Than Equity Securities

  78
81  
PART II
 

PART II

Item 13.

Defaults, Dividend Arrearages and Delinquencies  8083

 

Material Modifications to the Rights of Security Holders and Use of Proceeds

  8083

 

Controls and Procedures

  8083

 

[Reserved]

  8083

 

Audit Committee Financial Expert

  8083

 

Code of Ethics

  8083

 

Principal Accountant Fees and Services

  8184

 

Exemptions from the Listing Standards for Audit Committees

  8184

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

  8184

 

Change in Registrant’s Certifying Accountant

  8285

 

Summary of Significant Corporate Governance Differences from NYSE Listing Standards

  82
85  
PART III
16H.

 

Mine Safety Disclosure

86

PART III

Item 17.

Financial Statements  8386

 

Financial Statements

  8487

 

Exhibits

  84
EX-187
EX-4.C.I
EX-4.C.II
EX-4.C.III
Ex-8
EX-12.A
EX-12.B
EX-13.A


3

ii


INTRODUCTION

INTRODUCTION
As used in this document, except as the context otherwise requires, the terms:

“ADR” refers to an American Depositary Receipt, being a receipt evidencing title to an ADS;

 “ADR” refers to an American Depositary Receipt, being a receipt evidencing title to an ADS;
 • 

“ADS” refers to an American Depositary Share, being a registered negotiable security, listed on the New York Stock Exchange, representing one InterContinental Hotels Group PLC ordinary share of 132914 194/47329 pence each;

“AMEA” refers to Asia, the Middle East and Africa;

“Board” refers to the Board of directors of InterContinental Hotels Group PLC or, where appropriate, the Boards of directors of InterContinental Hotels Limited or Six Continents Limited;

“Britvic” refers to Britannia Soft Drinks Limited for the period up to November 18, 2005, and thereafter, Britannia SD Holdings Limited (renamed Britvic plc on November 21, 2005) which became the holding company of the Britvic Group on November 18, 2005;

“Britvic Group” refers to Britvic and its subsidiaries;

“Company” refers to InterContinental Hotels Group PLC, InterContinental Hotels Limited or Six Continents Limited or their respective Board of directors as the context requires;

“Group” or “IHG” refers to InterContinental Hotels Group PLC and its subsidiaries or, where appropriate, InterContinental Hotels Limited or Six Continents Limited and their subsidiaries as the context requires;

“Hotels” refers to the hotels business of the Group;

 “Board” refers to the Board of directors of InterContinental Hotels Group PLC or, where appropriate, the Boards of directors of InterContinental Hotels Limited or Six Continents Limited;
 • “Britvic” refers to Britannia Soft Drinks Limited for the period up to November 18, 2005, and thereafter, Britannia SD Holdings Limited (renamed Britvic plc on November 21, 2005) which became the holding company of the Britvic Group on November 18, 2005;
• “Britvic Group” refers to Britvic and its subsidiaries;
• “Company” refers to InterContinental Hotels Group PLC, InterContinental Hotels Limited or Six Continents Limited or their respective Board of directors as the context requires;
• “EMEA” refers to Europe, the Middle East and Africa;
• “Group” refers to InterContinental Hotels Group PLC and its subsidiaries or, where appropriate, InterContinental Hotels Limited or Six Continents Limited and their subsidiaries as the context requires;
• “Hotels” refers to the hotels business of the Group;
• “IHG” refers to InterContinental Hotels Group PLC or, where appropriate, its Board of directors;
• “IHL” refers to InterContinental Hotels Limited, previously InterContinental Hotels Group PLC, former parent company of the Group and re-registered as a private limited company on June 27, 2005;
• 

“ordinary share” or “share” refers, before April 14, 2003,from June 4, 2007 until October 8, 2012 to the ordinary shares of 2813 29/47 pence each in Six Continents Limited;the Company; and following that date and until December 10, 2004October 9, 2012 to the ordinary shares of £1 each in IHL; following that date and until June 27, 2005 to the ordinary shares of 11214 194/329 pence each in IHL; following that date and until June 12, 2006 to the ordinary shares of 10 pence each in IHG; following that date until June 4, 2007 to the ordinary shares of 113Company;/7 pence each in IHG; and following June 4, 2007 to the ordinary shares of 1329/47 pence each in IHG;

• “Six Continents” refers to Six Continents Limited; previously Six Continents PLC and re-registered as a private limited company on June 6, 2005;
• “Soft Drinks” refers to the soft drinks business of InterContinental Hotels Group PLC, which the Company had through its controlling interest in Britvic and which the Company disposed of by way of an initial public offering effective December 14, 2005; and
• “VAT” refers to UK value added tax levied by HM Revenue and Customs on certain goods and services.

“Six Continents” refers to Six Continents Limited; previously Six Continents PLC and re-registered as a private limited company on June 6, 2005;

“Soft Drinks” refers to the soft drinks business of InterContinental Hotels Group PLC, which the Company had through its controlling interest in Britvic and which the Company disposed of by way of an initial public offering effective December 14, 2005; and

“VAT” refers to UK value added tax levied by HM Revenue and Customs on certain goods and services.

The following are some of the service marks owned by Group companies: IHG®, INTERCONTINENTAL®, INTERCONTINENTAL ALLIANCE®, HUALUXE™, CROWNE PLAZA®, HOTEL INDIGO®, EVEN™, HOLIDAY INN®, HOLIDAY INN EXPRESS®, HOLIDAY INN RESORTS®, HOLIDAY INN CLUB VACATIONS®, STAYBRIDGE SUITES®, CANDLEWOOD SUITES®, PRIORITY CLUB®, HOLIDEX®, and GREEN ENGAGE®.

References in this document to the “Companies Act” mean the Companies Act 2006 of Great Britain; references in this document to the “EU” mean the European Union; references in this document to “UK” refer to the United Kingdom of Great Britain and Northern Ireland; references in this document to “US” refer to the United States of America.

The Company publishes its Consolidated Financial Statements expressed in US dollars following a management decision to change the reporting currency from sterling during 2008. The change was made to reflect the profile of the Group’s revenue and operating profit, which are primarily generated in US dollars or US dollar-linked currencies.

dollars.

In this document, references to “US dollars”, “US$”, “$” or “¢” are to United States currency, references to “euro” or “€” are to the euro, the currency of the European Economic and Monetary Union, references to “pounds sterling”, “sterling”, “£”, “pence” or “p” are to UK currency. Solely for convenience, this Annual Report on


4


Form 20-F contains translations of certain pound sterling amounts into US dollars at specified rates. These translations should not be construed as representations that the pound sterling amounts actually represent such US dollar amounts or could be converted into US dollars at the rates indicated. The noon buying rate in The City

of New York for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on March 25, 201121, 2013 was £1.00 = $1.6086.$1.5180. For further information on exchange rates please refer topage F-23.

The Company’s fiscal year ends on December 31. The December 31 fiscal year end is in line with the calendar accounting year ends of the majority of comparable US and European hotel companies. IHG will continue to report on a December 31 fiscal year-end basis, as the Group believes this facilitates more meaningful comparisons with other key participants in the industry. References in this document to a particular year are to the fiscal year unless otherwise indicated. For example, references to the year ended December 31, 20102012 are shown as 20102012 and references to the year ended December 31, 20092011 are shown as 2009,2011, unless otherwise specified, and references to other fiscal years are shown in a similar manner.

The Company’s Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in accordance with IFRS as adopted by the European Union (“EU”). IFRS as adopted by the EU differs in certain respects from IFRS as issued by the IASB. However,IASB, however, the differences have no impact on the Group’s Consolidated Financial Statements for the years presented.

As explained in Note 2 of the Notes to the Consolidated Financial Statements an internal reorganization during 2011 resulted in a change to the Group’s reportable segments. Comparatives have been restated to show the segmental information on a consistent basis.

In keeping with UK practice IHG believes that the reporting of profit and earnings measures before exceptional items provides additional meaningful information on underlying returns and trends to shareholders. The Group’s key performance indicators used in budgets, monthly reporting, forecasts, long-term planning and incentive plans for internal financial reporting focus primarily on profit and earnings measures before exceptional items. Throughout this document earnings per ordinary share is also calculated excluding the effect of all exceptional operating items, exceptional interest, exceptional tax and gain on disposal of assets and is referred to as adjusted earnings per ordinary share.

The Company furnishes JPMorgan Chase Bank, N.A., as Depositary, with annual reports containing Consolidated Financial Statements and an independent auditor’s opinion thereon. These Consolidated Financial Statements are prepared on the basis of IFRS. The Company also furnishes to the Depositary all notices of shareholders’ meetings and other reports and communications that are made generally available to shareholders of the Company. The Depositary makes such notices, reports and communications available for inspection by registered holders of ADRs and mails to all registered holders of ADRs voting instruction cards with specific reference to the section of the Company’s website on which such notices, reports and communications can be viewed. During 2010,2012, the Company reported interim financial information at June 30, 20102012 in accordance with the Listing Rules of the UK Listing Authority. In addition, it provided quarterly financial information at March 31, 20102012 and at September 30, 2010 and2012. During fiscal 2013, the Company intends to continuereport interim financial statements for a time period of six months. For each of the first quarter and third quarter, the Company intends to provide quarterly financial information during fiscal 2011.release interim management statements and publish supplementary data for rooms and revenue per available room (“RevPAR”). The Consolidated Financial Statements may be found on the Company’s website at www.ihgplc.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

ThisForm 20-F contains certain forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934 with respect to the financial condition, results of operations and business of InterContinental Hotels Group and certain plans and objectives of the Board of Directors of InterContinental Hotels Group PLC with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, or other words of similar meaning. These statements are based on assumptions and assessments made by InterContinental Hotels Group’s management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Such statements in theForm 20-F include, but are not limited to, statements under the following headings; (i) “Item 4. Information on the Company”; (ii) Item 5. Operating and financial review and prospects”; (iii) “Item 8.


5


Financial information”; and (iv) “Item 11. Quantitative and qualitative disclosures about market risk”. Specific risks faced by the Company are described under “Item 3. Key information — Risk factors” commencing on page 10.
7.

By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty. There are a number of factors that could cause actual results and developments to differ materially from those expressed in, or implied by, such forward-looking statements, including, but not limited to: the risks involvedof political and economic developments; the risk of events that adversely impact domestic or international travel; the risks of the hotel industry supply and demand cycle; the risks of dependence on a wide range of external stakeholders and business partners; the risks related to identifying, securing and retaining franchise and management agreements; the risks in relation to changing technology and systems; the risks associated with the Group’s reliance on the reputation of its brands and the protection of its intellectual property rights; the risks associated with the Group’s reliance on its proprietary reservations system and the risk of failures in the system and increased competition in reservations infrastructure; the risks related to identifying, securinginformation security and retaining franchisedata privacy; the risks associated with safety, security and management agreements;crisis management; the effect of political and economic developments;need to find people with the ability to acquire and retain the right people and skills and capability to manage growth and change; the risks of non-compliance with existing and changing regulations across numerous countries, territories and jurisdictions; the risk of events that adversely impact domestic or international travel; the risks involved in the Group’s reliance upon its proprietary reservations system and increased competition in reservations infrastructure; the risks in relation to technology and systems; the risks of the hotel industry supply and demand cycle; the possible lack of selected development opportunities;litigation; the risks related to corporate responsibility; the risk of litigation;risks related to the risks associated with the Group’s ability to maintain adequate insurance; the risks associated with the Group’s financial stability, its ability to borrow and satisfy debt covenants; compliance with data privacy regulations; the funding risks relatedin relation to information security; and the risks associated with funding the defined benefits under its pension plans.


6plans and the risks associated with difficulties the Group may face insuring its business.


PART I

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.KEY INFORMATION

SELECTED CONSOLIDATED FINANCIAL INFORMATION

Summary

The selected consolidated financial data set forth below for the years ended December 31, 2012, 2011, 2010, 2009 2008, 2007 and 20062008 has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in accordance with IFRS as adopted by the European Union (“EU”), and is derived from the Consolidated Financial Statements of the Group which have been audited by its independent registered public accounting firm, Ernst & Young LLP.

IFRS as adopted by the EU differs in certain respects from IFRS as issued by the IASB. However, the differences have no impact on the Group’s Consolidated Financial Statements for the years presented. The selected consolidated financial data set forth below should be read in conjunction with, and is qualified in its entirety by reference to, the Consolidated Financial Statements and Notes thereto included elsewhere in this Annual Report.

For the yearyears ended December 31, 2011 and 2010, the selected consolidated financial data differs from the consolidated financial statementsConsolidated Financial Statements issued to UK listing authorities on February 15, 2011, as explained in Note 1 of Notes to the Consolidated Financial Statements.


7


Consolidated Income Statement Dataincome statement data
                     
  Year ended December 31,
  2010 2009 2008 2007 2006
  ($ million, except earnings per ordinary share)
 
Revenue:                    
Continuing operations  1,628   1,538   1,897   1,817   1,487 
Discontinued operations           33   278 
                     
   1,628   1,538   1,897   1,850   1,765 
                     
Total operating profit before exceptional operating items:                    
Continuing operations  444   363   549   488   374 
Discontinued operations           3   50 
                     
   444   363   549   491   424 
                     
Exceptional operating items:                    
Continuing operations  (7)  (373)  (132)  60   48 
Discontinued operations               
                     
   (7)  (373)  (132)  60   48 
                     
Total operating profit/(loss):                    
Continuing operations  437   (10)  417   548   422 
Discontinued operations           3   50 
                     
   437   (10)  417   551   472 
Financial income  2   3   12   18   48 
Financial expenses  (64)  (57)  (113)  (108)  (68)
                     
Profit/(loss) before tax  375   (64)  316   461   452 
                     
Tax:                    
On profit before exceptional items  (98)  (15)  (101)  (90)  (97)
On exceptional operating items  1   112   17      (11)
Exceptional tax credit     175   25   60   184 
                     
   (97)  272   (59)  (30)  76 
                     
Profit after tax  278   208   257   431   528 
Gain on disposal of assets, net of tax*  2   6   5   32   226 
                     
Profit for the year  280   214   262   463   754 
                     
Attributable to:                    
Equity holders of the parent  280   213   262   463   754 
Non-controlling interest     1          
                     
Profit for the year  280   214   262   463   754 
                     
Earnings per ordinary share:                    
Continuing operations:                    
Basic  96.5¢   72.6¢   89.5¢   134.1¢   127.5¢ 
Diluted  93.9¢   70.2¢   86.8¢   130.4¢   124.3¢ 
                     
Total operations:                    
Basic  97.2¢   74.7¢   91.3¢   144.7¢   193.8¢ 
Diluted  94.6¢   72.2¢   88.5¢   140.7¢   189.0¢ 
                     

   Year ended December 31, 
       2012          2011          2010          2009          2008     
   ($ million, except earnings per ordinary share) 

Revenue*

   1,835    1,768    1,628    1,538    1,897  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating profit before exceptional operating
items*

   614    559    444    363    549  

Exceptional operating items*

   (4  57    (7  (373  (132
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating profit/(loss)*

   610    616    437    (10  417  

Financial income

   3    2    2    3    12  

Financial expenses

   (57  (64  (64  (57  (113
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit/(loss) before tax

   556    554    375    (64  316  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Tax:

      

On profit before exceptional items

   (153  (120  (98  (15  (101

On exceptional operating items

   1    (4  1    112    17  

Exceptional tax credit

   141    43        175    25  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   (11  (81  (97  272    (59
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit after tax

   545    473    278    208    257  

Gain on disposal of discontinued operations, net of tax

           2    6    5  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

   545    473    280    214    262  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Attributable to:

      

Equity holders of the parent

   544    473    280    213    262  

Non-controlling interest

   1            1      
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

   545    473    280    214    262  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Earnings per ordinary share:

      

Continuing operations:

      

Basic

   189.5¢    163.7¢    96.5¢    72.6¢    89.5¢  

Diluted

   186.3¢    159.8¢    93.9¢    70.2¢    86.8¢  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total operations:

      

Basic

   189.5¢    163.7¢    97.2¢    74.7¢    91.3¢  

Diluted

   186.3¢    159.8¢    94.6¢    72.2¢    88.5¢  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

*Relates to discontinuedcontinuing operations.


8


Consolidated Statementstatement of Financial Position Datafinancial position data
                     
  December 31,
  2010 2009 2008 2007 2006
  ($ million, except number of shares)
 
Goodwill and intangible assets  358   356   445   556   516 
Property, plant and equipment  1,690   1,836   1,684   1,934   1,956 
Investments and other financial assets  178   175   195   253   251 
Retirement benefit assets  5   12   40   49    
Deferred tax assets  88   95          
Current assets  466   419   544   710   892 
Non-current assets classified as held for sale        210   115   98 
                     
Total assets  2,785   2,893   3,118   3,617   3,713 
                     
Current liabilities  943   1,040   1,141   1,226   1,261 
Long-term debt  776   1,016   1,334   1,748   594 
Net assets  278   156   1   98   1,346 
Equity share capital  155   142   118   163   129 
IHG shareholders’ equity  271   149   (6)  92   1,330 
                     
Number of shares in issue at period end (millions)  289   287   286   295   356 
                     

   At December 31, 
       2012           2011           2010           2009           2008     
   ($ million, except number of shares) 

Goodwill and intangible assets

   447     400     358     356     445  

Property, plant and equipment

   1,056     1,362     1,690     1,836     1,684  

Investments and other financial assets

   239     243     178     175     195  

Retirement benefit assets

   99     21     5     12     40  

Non-current tax receivable

   24     41                 

Deferred tax assets

   204     106     88     95       

Current assets

   660     578     466     419     544  

Non-current assets classified as held for sale

   534     217               210  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   3,263     2,968     2,785     2,893     3,118  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current liabilities

   780     860     943     1,040     1,141  

Long-term debt

   1,242     670     776     1,016     1,334  

Net assets

   317     555     278     156     1  

Equity share capital

   179     162     155     142     118  

IHG shareholders’ equity

   308     547     271     149     (6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Number of shares in issue at period end (millions)

   268     290     289     287     286  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends

InterContinental Hotels Group PLC paid an interim dividend of 8.021.0 cents per ADS (equivalent to 13.5 pence per share (equivalent to 12.8 cents per ADS at the closing exchange rate on August 3, 2012) on September 28, 2012. A special dividend of August 6, 2010)$1.72 per ADS (equivalent to 108.4 pence per share at the closing exchange rate on September 11, 2012) was paid on October 1, 2010.22, 2012. The IHG Board has proposed a final dividend of 22.043.0 cents per ADS (equivalent to 27.7 pence per share (equivalent to 35.2 cents per ADS at the closing exchange rate on February 11, 2011)15, 2013), payable on June 3, 2011,May 31, 2013, if approved by shareholders at the Annual General Meeting to be held on May 27, 2011,24, 2013, bringing the total IHG dividend, excluding the special dividend, for the year ended December 31, 20102012 to 30.064.0 cents per ADS (equivalent to 41.2 pence per share (equivalent to 48.0 cents per ADS)share).

The table below sets forth the amounts of interim, final and total dividends on each ordinary share in respect of each fiscal year indicated. Comparative dividends per share have been restated using the aggregateBelow are also details of the weighted average number of shares of InterContinental Hotels Group PLC. For the purposes of showing the dollar amount per ADSspecial dividend paid in respect of the interim and final dividends for each of 2006 and 2007, such amount is translated into US dollars per ADS at the Noon Buying Rate on the UK payment date.2012. In respect of the interim and final dividends for each of 2008, 2009, 2010, 2011 and 20102012 such amounts are translated from US dollars into GBPsterling at the prevailing exchange rate immediately prior to their announcement.

Ordinary dividend

                         
  Pence per ordinary share $ per ADS
  Interim Final Total Interim Final Total
 
Year ended December 31,
                        
2006  5.10   13.30   18.40   0.096   0.259   0.355 
2007  5.70   14.90   20.60   0.115   0.292   0.407 
2008  6.40   20.20   26.60   0.122   0.292   0.414 
2009  7.30   18.70   26.00   0.122   0.292   0.414 
2010  8.00   22.00   30.00   0.128   0.352   0.480 

   Pence per ordinary share   Cents per ADS 
   Interim   Final   Total   Interim   Final   Total 

Year ended December 31,

            

2008*

   6.40     20.20     26.60     12.2     29.2     41.4  

2009

   7.30     18.70     26.00     12.2     29.2     41.4  

2010

   8.00     22.00     30.00     12.8     35.2     48.0  

2011

   9.80     24.70     34.50     16.0     39.0     55.0  

2012

   13.50     27.70     41.20     21.0     43.0     64.0  

*IHG changed the reporting currency of its Group Consolidated Financial Statements from sterling to US dollars effective from the interim results as at June 30, 2008. Starting with the interim dividend for 2008, all dividends have first been determined in US dollars and converted into sterling immediately before announcement.

Special dividend

         
  Pence per
  
  ordinary share $ per ADS
 
June 2006  118.00   2.17 
June 2007  200.00   4.00 


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   Pence per ordinary share   Cents per ADS 

Year ended December 31,

    

2012

   108.40     172.00  

RISK FACTORS

This section describes the principal risks that could materially affect the Group’s business. The factors below should be considered in connection with any financial and forward-looking information in thisForm 20-F and the cautionary note regarding forward-looking statements contained on pages 52 and 6.

3.

The risks below are not the only ones that the Group faces. Some risks are not yet known to the Group and some that the Group does not currently believe to be material could later turn out to be material.

All of these risks could materially affect the Group’s business operations, cash flow, financial condition, turnover, profits, liquidity and/or capital reserves.

The Group is reliant onexposed to the reputationrisks of its brandspolitical and the protectioneconomic developments

The Group is exposed to political, economic and financial market developments such as recession, inflation, availability of its intellectual property rights

Any eventcredit and currency fluctuations that materially damages the reputation of one or morecould lower revenues and reduce income. The current outlook for 2013 may worsen due to escalating impacts of the Group’s brandsand/or failureUS “fiscal cliff”, change in leadership in China, uncertainty in the Eurozone and ongoing unrest in the Middle East. In addition to sustaintrading conditions, the appealeconomic outlook also affects the availability of capital to current and potential owners which could impact existing operations and health of the pipeline. A recession reduces leisure and business travel to and from affected countries and adversely affects room rates and/or occupancy levels and other income-generating activities.

This may result in deterioration of results of operations and potentially reduce the value of properties in affected economies. The owners or potential owners of hotels franchised or managed by the Group face similar risks which could adversely impact the Group’s brandsability to its customersretain and secure franchise or management agreements. More specifically, the Group is highly exposed to the US market and, accordingly, is particularly susceptible to adverse changes in the US economy as well as the US dollar.

The Group is exposed to the risk of events that adversely impact domestic or international travel

The room rates and occupancy levels of the Group could be adversely impacted by events that reduce domestic or international travel, such as actual or threatened acts of terrorism or war, political or civil unrest, epidemics, travel-related accidents, travel-related industrial action, increased transportation and fuel costs and natural disasters, resulting in reduced worldwide travel or other local factors impacting individual hotels. A decrease in the demand for hotel rooms as a result of such events may have an adverse impact on the value of that brandGroup’s operations and subsequent revenues from that brandfinancial results. In addition, inadequate contingency planning or business.

In addition,recovery capability in relation to a major incident or crisis may prevent operational continuity and consequently impact the value of the Group’s brands and/or the reputation of the Group.

The Group is influencedexposed to the risks of the hotel industry supply and demand cycle

The future operating results of the Group could be adversely affected by aindustry overcapacity (by number of other factors, some of which may be outside the Group’s control, including commoditization (whereby priceand/or quality becomes relatively more important than brand identificationsrooms) and weak demand due, in part, to the increased prevalencecyclical nature of the hotel industry, or other differences between planning assumptions and actual operating conditions. Reductions in room rates and occupancy levels would adversely impact the results of Group operations.

The Group is dependent upon a wide range of external stakeholders and business partners

The Group is dependent upon the performance, behaviors and reputation of a wide range of business partners and external stakeholders including, but not limited to, owners, contractors, lenders, suppliers, vendors, joint venture partners, agents, third-party intermediaries), consumer preferenceintermediaries and perception, failure byother business partners. Further, the number and complexity of interdependencies with stakeholders is evolving. Breakdown in relationships, poor vendor performance, stakeholder behaviors or adverse reputations could impact on the Group’s performance and competitiveness, guest experiences or the reputation of the Group or its franchisees to ensure compliance with the significant regulations applicable to hotel operations (including fire and life safety requirements), or other factors affecting consumers’ willingness to purchase goods and services, including any factor which adversely affects the reputation of those brands.

In particular, where the Group is unable to enforce adherence to its operating and quality standards, or the significant regulations applicable to hotel operations, pursuant to its franchise and management contracts, there may be further adverse impact upon brand reputation or customer perception and therefore the value of the hotel brands.
Given the importance of brand recognition to the Group’s business, the Group has invested considerable resources in protecting its intellectual property, including registration of trademarks and domain names. However, the controls and laws are variable and subject to change. Any widespread infringement, misappropriation or weakening of the control environment could materially harm the value of the Group’s brands and its ability to develop the business.

The Group is exposed to a variety of risks related to identifying, securing and retaining franchise and management agreements

The Group’s growth strategy depends on its success in identifying, securing and retaining franchise and management agreements. This is an inherent risk for the hotel industry and franchise business model. Competition with other hotel companies may generally reduce the number of suitable franchise, management and investment opportunities offered to the Group and increase the bargaining position of property owners seeking to become a franchisee or engage a manager. The terms of new franchise or management agreements may not be as favorable as current arrangementsarrangements; and the Group may not be able to renew existing arrangements on similarly favorable terms, or at all.

There can also be no assurance that the Group will be able to identify, retain or add franchisees to the GroupGroup’s system or to secure management contracts. For example, the availability of suitable sites, market saturation, planning and other local regulations or the availability and affordability of finance may all restrict the supply of suitable hotel development opportunities under franchise or management agreements. In connection with entering into franchise or management agreements, the Group may be required to make investments in, or guarantee the obligations of, third parties or guarantee minimum income to third parties. There are also risks that significant franchisees or groups of franchisees may have interests that conflict, or are not aligned, with those of the Group including, for example, the unwillingness of franchisees to support brand improvement initiatives.

Changes in legislation or regulatory changes may be implemented that have the effect of favoring franchisees relative to brand owners.


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The Group is exposed to the risks of political and economic developments
The Group is exposed to the inherent risks of global and regional adverse political, economic and financial market developments, including recession, inflation, availability of affordable credit and currency fluctuations that This could lower revenues and reduce income. A recession reduces leisure and business travel to and from affected countries and adversely affects room ratesand/or occupancy levels and other income-generating activities. This may result in deterioration of results of operations and potentially reduce the value of properties in affected economies. The owners or potential owners of hotels franchised or managed by the Group face similar risksfranchisees prematurely terminating contracts which couldwould adversely impact overall system size and the Group’s ability to retain and secure franchise or management agreements. More specifically, the Group is highly exposed to the US market and, accordingly, is particularly susceptible to adverse changes in the US economy.
Further political or economic factors or regulatory action could effectively prevent the Group from receiving profits from, or selling its investments in, certain countries, or otherwise adversely affect operations. For example, changes to tax rates or legislation in the jurisdictions in which the Group operates could decrease the proportion of profits the Group is entitled to retain, or the Group’s interpretation of various tax laws and regulations may prove to be incorrect, resulting in higher than expected tax charges.
The Group requires the right people, skills and capability to manage growth and change
In order to remain competitive, the Group must employ the right people. This includes hiring and retaining highly skilled employees with particular expertise or leadership capability. The implementation of the Group’s strategic business plans could be undermined by failure to build resilient corporate culture, recruit or retain key personnel, unexpected loss of key senior employees, failures in the Group’s succession planning and incentive plans, or a failure to invest in the development of key skills.
Some of the markets in which the Group operates are experiencing economic growth and the Group must compete against other companies inside and outside the hospitality industry for suitably qualified or experienced employees. Failure to attract and retain these employees may threaten the success of the Group’s operations in these markets. Additionally, unless skills are supported by a sufficient infrastructure to enable knowledge and skills to be passed on, the Group risks losing accumulated knowledge if key employees leave the Group.
The Group is exposed to the risk of events that adversely impact domestic or international travel
The room rates and occupancy levels of the Group could be adversely impacted by events that reduce domestic or international travel, such as actual or threatened acts of terrorism or war, epidemics, travel-related accidents, travel-related industrial action, increased transportation and fuel costs and natural disasters, resulting in reduced worldwide travel or other local factors impacting individual hotels. A decrease in the demand for hotel rooms as a result of such events may have an adverse impact on the Group’s operations and financial results. In addition, inadequate preparedness, contingency planning or recovery capability in relation to a major incident or crisis may prevent operational continuity and consequently impact the value of the brand or the reputation of the Group.
The Group is reliant upon its proprietary reservations system and is exposed to the risk of failures in the system and increased competition in reservations infrastructure
The value of the brands of the Group is partly derived from the ability to drive reservations through its proprietary HolidexPlus reservations system, a central repository of all hotel room inventories linked electronically to multiple sales channels including the Group’s own websites, call centers and hotels, third-party intermediaries and travel agents.
Lack of resilience in operational availability could lead to prolonged service disruption and may result in significant business interruption and subsequent impact on revenues. Lack of investment in these systems may also result in reduced ability to compete. Additionally, failure to maintain an appropriatee-commerce strategy and select the right partners could erode the Group’s market share.


11

performance.


The Group is exposed to inherent risks in relation to changing technology and systems

The Group is reliant upon certain technologies, systems and systems (including IT systems)platforms for the running of its business, particularly those which are highly integrated with business operational processes. DisruptionSome of these are dependent upon the products and services of third-party technology providers. The failure of any such third-party provider to those technologies provide products and/or systemsperform services could materially adversely affectimpact the efficiency of the business, notwithstanding business continuity or disaster recovery processes. Group’s business.

The Group may also have to make substantial additional investments in new technologies or systems to remain competitive. Failing to keep pace with developments in technologies or systems may put the Group at a competitive disadvantage. The technologies or systems that the Group chooses may not be commercially successful or the technology or system strategy employed may not be sufficiently aligned with the needs of the business or responsive to changes in business strategy. As a result, the Group could adversely affect guest experiences, lose customers, fail to attract new customers, or incur substantial costs or face other losses.

The Group is reliant on the reputation of its brands and the protection of its intellectual property rights

Any event that materially damages the reputation of one or more of the Group’s existing or new brands and/or fails to sustain the appeal of the Group’s existing or new brands to its customers may have an adverse impact on the value of that brand and subsequent revenues from that brand or business.

In particular, where the Group is unable to enforce adherence to its safety or operating and quality standards, or the significant regulations applicable to hotel operations, pursuant to its franchise and management contracts, there may be further adverse impact upon brand reputation or customer perception and therefore the value of the Group’s brands.

In addition, the value of the Group’s brands is influenced by a number of other factors, some of which may be outside the Group’s control, including commoditization (whereby price and/or quality becomes relatively more important than brand identifications due, in part, to the increased prevalence of travel comparison websites and online travel agents), consumer preference and perception, or other factors affecting consumers’ willingness to purchase goods and services provided by the Group.

Given the importance of brand recognition to the Group’s business, the protection of its intellectual property poses a risk due to the variability and change of controls, laws and effectiveness of enforcement globally. Any widespread infringement, misappropriation or weakening of the control environment could materially harm the value of the Group’s brands and its ability to develop the business.

The Group is reliant upon its proprietary reservations system and is exposed to the risk of failures in the system and increased competition in reservations infrastructure

The value of the Group’s brands is partly derived from the ability to drive reservations through its proprietary HolidexPlus reservations system, a central repository of the Group’s hotel room inventories linked electronically to multiple sales channels including the Group’s own websites, call centers and hotels, third party intermediaries and travel agents.

Lack of resilience and operational availability and/or the failure of a third-party technology provider could lead to prolonged service disruption and may result in significant business interruption, impact the guest booking experience and subsequently impact on revenues. Lack of investment in these systems may also result in reduced capability, stability and ability to compete. Additionally, failure to maintain an appropriate technology strategy and select the right technology partners could erode the Group’s long-term competitiveness.

The Group is exposed to the risks related to information security and data privacy

The Group is increasingly dependent upon the availability, integrity and confidentiality of information including but not limited to, guest and employee credit card, financial and personal data, business performance, financial reporting and commercial development. This information is sometimes held in different formats such as digital, paper, voice and video and could be stored in many places including facilities managed by third-party service providers.

The threats towards the Group’s information are dynamic including cyber attacks, fraudulent use, loss or misuse by employees and breaches of the Group’s vendors’ security arrangements amongst others. The legal and regulatory environment and requirements set out by the payment card industry surrounding information security and data privacy across the many jurisdictions in which the Group operates are constantly evolving. If the Group fails to appropriately protect information and ensure relevant controls are in place to enable the release of information through the appropriate channels in a timely and accurate manner, system performance, guest experiences and the reputation of the Group may be adversely affected. This can lead to revenue losses, fines, penalties and other additional costs, including legal fees.

The Group is exposed to a variety of risks associated with safety, security and crisis management

There is a constant need to protect the safety and security of our guests, employees and assets against natural and man-made threats. These include but are not limited to exceptional events such as extreme weather, civil or political unrest, violence and terrorism, serious and organized crime, fraud, employee dishonesty, cyber crime, fire and day-to-day accidents, incidents and petty crime which impact the guest or employee experience, could cause loss of life, sickness or injury and result in compensation claims, fines from regulatory bodies, litigation and impact reputation. Serious incidents or a combination of events could escalate into a crisis which if managed poorly could further expose the Group and its brands to significant adverse reputational damage.

The Group requires the right people, skills and capability to manage growth and change

In order to remain competitive, the Group must employ the right people. This includes hiring and retaining highly skilled employees with particular expertise or leadership capability. The implementation of the Group’s strategic business plans could be undermined by failure to build resilient corporate culture, failure to recruit or retain key personnel, unexpected loss of key senior employees, failures in the Group’s succession planning and incentive plans, or a failure to invest in the development of key skills.

Some of the markets in which the Group operates are experiencing economic growth and the Group must compete against other companies inside and outside the hospitality industry for suitably qualified or experienced employees. Some emerging markets may not have the required local expertise to operate a hotel industry supply and demand cycle

may not be able to attract the right talent. Failure to attract and retain employees may threaten the success of the Group’s operations in these markets. Additionally, unless skills are supported by a sufficient infrastructure to enable knowledge and skills to be passed on, the Group risks losing accumulated knowledge if key employees leave the Group.

The Group is required to comply with existing and changing regulations across numerous countries, territories and jurisdictions

Governmental regulations affect countless aspects of the Group’s business ranging from corporate governance, health and safety, environmental, bribery and corruption, employment law and diversity, disability access, relationships, data privacy and information protection, financial, accounting and tax.

Regulatory changes may require significant changes in the way the business operates and may inhibit the strategy including the markets the Group operates in, brand protection, and use or transmittal of customer data. If the Group fails to comply with existing or changing regulations, the Group may be subject to fines, prosecution, loss of license to operate or reputation damage.

The Group is exposed to the risk of litigation

Certain companies in the Group are the subject of various claims and proceedings. The ultimate outcome of these matters is subject to many uncertainties, including future operating results ofevents and uncertainties inherent in litigation.

In addition, the Group could be adversely affected by industry overcapacity (by numberat risk of rooms) and weak demand due,litigation from many parties, including but not limited to, guests, customers, joint venture partners, suppliers, employees, regulatory authorities, franchisees and/or the owners of hotels it manages. Claims filed in part, to the cyclical natureUS may include requests for punitive damages as well as compensatory damages. Unfavorable outcomes of claims or proceedings could have a material impact on the hotel industry, or other differences between planning assumptions and actual operating conditions. Reductions in room rates and occupancy levels would adversely impact theGroup’s results of Group operations.

The Groupoperations, cash flow and/or financial position. Exposure to significant litigation or fines may experience a lackalso affect the reputation of selected development opportunities
While the Group is operating in 100 countries and territories, if the availability of suitable development sites becomes limited for the Group and its prospective hotel owners, for example, due to saturation or changing geo-political circumstances, this could adversely affect the Group’s future growth pipeline.
brands.

The Group is exposed to risks related to corporate responsibility

The reputation of the Group and the value of its brands are influenced by a wide variety of factors, including the perception of key stakeholders andstakeholder groups such as the communities in which the Group operates. The social and environmental impacts of business are under increasing scrutiny, and the Group is exposed to the risk of damage to its reputation if it fails to demonstrate sufficiently responsible practices, ethical behavior, or fails to comply with relevant regulatory requirements in a number of areas such as fraud, bribery and corruption, safety and security, sustainability and responsible tourism, environmental management, equality, diversity and human rights, and support for local communities.

requirements.

The Group is exposed to a variety of risks associated with its financial stability and ability to borrow and satisfy debt covenants

While the riskstrategy of litigation

the Group is to extend the hotel network through activities that do not involve significant amounts of its own capital, the Group does require capital to fund some development opportunities and to maintain and improve owned hotels. The Group could be at riskis reliant upon having financial strength and access to borrowing facilities to meet these expected capital requirements. The majority of litigation from many parties, including guests, customers, joint venture partners, suppliers, employees, regulatory authorities, franchiseesand/orthe owners of hotels managed by it. Claims filedGroup’s borrowing facilities are only available if the financial covenants in the USfacilities are complied with. Non-compliance with covenants could result in the lenders demanding repayment of the funds advanced. If the Group’s financial performance does not meet market expectations, it may include requestsnot be able to refinance existing facilities on terms considered favorable.

The Group is exposed to funding risks in relation to the defined benefits under its pension plans

The Group is required by law to maintain a minimum funding level in relation to its ongoing obligation to provide current and future pensions for punitive damages as well as compensatory damages. Exposuremembers of its UK pension plans who are entitled to litigation or fines imposeddefined benefits. The contributions payable by regulatory authorities may also affect the reputationGroup must be set with a view to making prudent provision for the benefits accruing under the plans of the Group.

In particular, the trustees of the Group’s UK defined benefit plan may demand increases to the contribution rates relating to the funding of this plan, which would oblige relevant employers of the Group to contribute extra amounts. The trustees must consult the plan’s actuary and principal employer before exercising this power.

In practice, contribution rates are agreed between the Group and the trustees on actuarial advice, and are set for three-year terms. The funding implications of the last actuarial review are disclosed in the Notes to the Consolidated Financial Statements on pages F-30 to F-35.

The Group may face difficulties insuring its business

Historically, the Group has maintained insurance at levels determined to be appropriate in light of the cost of cover and the risk profiles of the business in which it operates. However, forces beyond the Group’s control, including market forces, may limit the scope of coverage the Group can obtain and the Group’s ability to obtain coverage at reasonable rates. Other forces beyond the Group’s control, such as terrorist attacks or natural disasters may be uninsurable or simply too expensive to insure. Inadequate or insufficient insurance could expose the Group to large claims or could result in the loss of capital invested in properties, as well as the anticipated future revenue from properties, and could leave the Group responsible for guarantees, debt or other financial obligations related to such properties.


12


The Group is exposed to a variety of risks associated with its financial stability, ability to borrow and satisfy debt covenants
While the strategy of the Group is to extend the hotel network through activities that do not involve significant amounts of its own capital, the Group does require capital to fund some development opportunities, and to maintain and improve owned hotels. The Group is reliant on having financial strength and access to borrowing facilities to meet these expected capital requirements. The majority of the Group’s borrowing facilities are only available if the financial covenant in the facilities are complied with. Non-compliance with covenants could result in the lenders demanding repayment of the funds advanced. If the Group’s financial performance does not meet market expectations, it may not be able to refinance existing facilities on terms considered favorable.
The Group is required to comply with data privacy regulations
Existing and emerging data privacy regulations limit the extent to which the Group can use personal identifiable information. Compliance with these regulations in each jurisdiction in which the Group operates may require changes in the way data is collected, monitored, shared and used, which could increase operating costs or limit the advantages from processing such data. In addition, non-compliance with data privacy regulations may result in fines, damage to reputation or restrictions on the use or transfer of information.
The Group is exposed to the risks related to information security
The Group is increasingly dependent upon the availability, integrity and confidentiality of information including, but not limited to, guest and employee credit card, financial and personal data, business performance and financial reporting.
The reputation and performance of the Group may be adversely affected if it fails to maintain appropriate confidentiality of information and ensure relevant controls are in place to enable the release of information only through the appropriate channels in a timely and accurate manner.
The Group is exposed to funding risks in relation to the defined benefits under its pension plans
The Group is required by law to maintain a minimum funding level in relation to its ongoing obligation to provide current and future pensions for members of its UK pension plans who are entitled to defined benefits. In addition, if certain plans of the Group arewound-up, the Group could become statutorily liable to make an immediate payment to the trustees to bring the funding of defined benefits to a level which is higher than the minimum legal requirements. The contributions payable by the Group must be set with a view to making prudent provision for the benefits accruing under the plans of the Group.
In particular, the trustees of the Group’s UK defined benefit plan may demand increases to the contribution rates relating to the funding of this plan, which would oblige relevant employers of the Group to contribute extra amounts. The trustees must consult the plan’s actuary and principal employer before exercising this power. In practice, contribution rates are agreed between the Group and the trustees on actuarial advice, and are set forthree-year terms. The funding implications of the last actuarial review are disclosed in the notes to the Group’s Consolidated Financial Statements on page F-30.
ITEM 4.INFORMATION ON THE COMPANY

SUMMARY

Group overview

The Group is an international hotel business which owns a portfolio of established and diverse hotel brands, including InterContinental Hotels & Resorts (“InterContinental”), Crowne Plaza Hotels & Resorts (“Crowne Plaza”), Holiday Inn Hotels & Resorts (including Holiday Inn Club Vacations) (“Holiday Inn”), Holiday Inn Express, Staybridge Suites, Candlewood Suites and Hotel Indigo. At December 31, 2010,2012, the Group had 4,4374,602 franchised, managed, owned and leased hotels and 647,161675,982 guest rooms in nearly 100 countries and territories around the world. The Group also manages the hotel loyalty program, Priority Club Rewards.


13

Rewards (the Group announced on March 26, 2013 that it will be enhancing and renaming the Priority Club Rewards program as “IHG Rewards Club” from July 2013).


In the first quarter 2012, the Group launched two new brands. EVEN Hotels (“EVEN”) is aimed at business and leisure travelers who are looking for a wellness experience in a hotel stay at a mainstream price point. HUALUXE Hotels & Resorts (“HUALUXE”) is the first international upscale hotel brand designed specifically for Chinese guests, to take advantage of both the supply and demand side opportunities the Group sees in China.

The Group’s revenue and earnings are derived from hotel operations, which include franchise and other fees paid under franchise agreements, management and other fees paid under management contracts, where the Group operates third-parties’ hotels, and operation of the Group’s owned and leased hotels.

At March 25, 2011,21, 2013, InterContinental Hotels Group PLC had a market capitalization of approximately £3.7£5.3 billion, and was included in the list of FTSE 100, companies, a list of the 100 largest companies by market capitalization on the London Stock Exchange.

InterContinental Hotels Group PLC is the holding company for the Group. Six Continents Limited (formerly Six Continents PLC), which was formed in 1967, is the principal subsidiary company. The Company’s corporate headquarters are in the United Kingdom, and the registered address is:

InterContinental Hotels Group PLC

Broadwater Park

Denham

Buckinghamshire UB9 5HR

Tel: +44 (0) 1895 512000

Internet address: www.ihgplc.com

InterContinental Hotels Group PLC was incorporated in Great Britain on May 21, 2004 and registered in, and operates under, the laws of England and Wales. Operations undertaken in countries other than England and Wales are subject to the laws of those countries in which they reside.

Group history and recent developments

The Group, formerly known as Bass and, more recently, Six Continents, was historically a conglomerate operating as, among other things, a brewer, soft drinks manufacturer, hotelier, leisure operator, and restaurant, pub and bar owner. In the last several years, the Group has undergone a major transformation in its operations and organization, as a result of the Separationseparation (as discussed below) and a number of significant disposals during this period, which has narrowed the scope of its business.

On April 15, 2003, following shareholder and regulatory approval, Six Continents PLC (as it then was) separated into two new listed groups, InterContinental Hotels Group PLC (as it then was) comprising the Hotels and Soft Drinks businesses and Mitchells & Butlers plc comprising the Retaila retail and Standard Commercial Property Developments businesses (the “Separation”).

standard commercial property developments business.

The Group disposed of its interests in the soft drinksSoft Drinks business by way of an initial public offering (“IPO”) of Britvic, a manufacturer and distributor of soft drinks in the United Kingdom, in December 2005.

Acquisitions and dispositions
From Separation to December 31,

Following separation, the Group has undertaken an asset disposal program realizing, by the end of 2010, 185 hotels with a net book value of $5.3 billion have been sold, generating aggregate proceeds of $5.6 billion.billion from the sale of 185 hotels. Of these 185 hotels, 166 hotels have remained in the Group’s global system (the number of hotels and rooms franchised, managed, owned and leased by the Group) through either franchise or management agreements. AtThe asset disposal program has significantly reduced the capital requirements of the Group whilst largely retaining the hotels in the Group’s system.

A small number of hotels have been sold since the end of 2010 and at December 31, 2010,2012, there were two hotels, the InterContinental New York Barclay and the InterContinental London Park Lane that were classified as held for sale. On February 19, 2013, the Company announced that the disposal process for InterContinental London Park Lane had commenced, and was continuing for InterContinental New York Barclay.

Recent acquisitions and dispositions

During 2012, the Group owned 15 hotels.

The following provides details relating tosold its interest in a hotel in the Europe region for a total consideration of $5 million. During 2011, the Group disposed of the Holiday Inn Burswood in Australia for $71 million, the Hotel Indigo San Diego for $55 million and two other hotels disposed and retained pursuant to the asset disposal program.
             
Asset disposal program detail
 Number of hotels Proceeds Net book value
  ($ billion)
 
Disposed since April 2003  185   5.6   5.3 
Remaining owned and leased hotels as of December 31, 2010  15      1.5 
in North America for $17 million. During 2010, the Group disposed of the Holiday Inn Lexington for $5 million and the InterContinental Buckhead, Atlanta for $105 million. During 2009, the Group disposed of the InterContinental Sao Paulo for $22 million. During 2008, the Group disposed of the Holiday Inn Jamaica for $30 million.


14


The Group also divested a number of equity interestsinvestments for total proceeds of $17$4 million, $15 million and $61$17 million in 2012, 2011 and 2010, 2009 and 2008, respectively. The most significant interests sold were a 31.25% interest in the Crowne Plaza Christchurch and a 17% interest in the Crowne Plaza Amsterdam in 2008. In 2010, a loan repayment of $11 million was also received.
The asset disposal program which commenced in 2003 has significantly reduced the capital requirements of the Group whilst largely retaining the hotels in the Group’s system through management and franchise agreements.

Capital expenditure in 20102012 totaled $95$133 million compared with $148$194 million in 20092011 and $108$95 million in 2008. 2009 included the $65 million purchase of the Hotel Indigo San Diego.

2010.

At December 31, 20102012 capital committed, being contracts placed for expenditure on property, plant and equipment and intangible assets not provided for in the Consolidated Financial Statements, totaled $14$81 million.

On October 24, 2007 the Group announced a worldwide relaunch of its Holiday Inn brand family which is now substantially complete. In support of this relaunch, the The Group has made a non-recurring revenue investmentalso committed to invest up to $60 million in two joint venture arrangements of $63which $37 million which hashad been charged to the Consolidated income statement as an exceptional item since the 2007 relaunch. During 2010, $9 million (2009 $19 million, 2008 $35 million) was charged.
spent at December 31, 2012.

Return of funds

Since March 2004, the Group has returned over £3.5£3.9 billion of funds to shareholders by way of special dividends, share repurchase programs and capital returns (see table below).

A £150

On August 7, 2012, the Company announced a $1 billion (£640 million) return of funds to shareholders, split between a $0.5 billion (£320 million) special dividend with share consolidation and a $0.5 billion (£320 million) share buyback program. The special dividend was paid on October 22, 2012 and as at March 21, 2013 £68.8 million share repurchase program was announced on February 20, 2007. During 2010 noof shares were repurchased. By March 25, 2011, a total of 14.4 million shares hadhave been repurchased under the £150 million repurchase program at an average price per share of 831 pence per share (approximately £120 million).1,621 pence. Purchases are made under the existing authority from shareholders which will be renewedpresented for renewal at the Company’s Annual General Meeting.Meeting to be held in 2013. Any shares repurchased under these programs willmay be canceled.

canceled or held as treasury shares.

Information relating to the purchases of equity securities can be found in Item 16E.

Return of funds program

Timing

Total return   
Return of funds program
TimingTotal returnReturned to  date(i)Still to be returned
 

£501 million special dividend

  Paid in December 2004  ££501m    £501m Nil501m  

First £250 million share buyback

  Completed in 2004  ££250m    ££250mNil  

£996 million capital return

  Paid in July 2005  ££996m    ££996mNil  

Second £250 million share buyback

  Completed in 2006  ££250m    ££250mNil  

£497 million special dividend

  Paid in June 2006  ££497m    ££497mNil  

Third £250 million share buyback

  Completed in 2007  ££250m    ££250mNil  

£709 million special dividend

  Paid in June 2007  ££709m    ££709mNil  

£150 million share buyback

  Deferred

N/A(ii)

  £150m    £150m120m  

£320 million special dividend

Paid in October 2012£320m    £120m320m  

£320 million share buyback

Ongoing£320m    £30m68.8m  

   

 

Total

    £4,243m    £3,603m3,961.8m

   

£3,573£30m

 

(i)As ofAt March 25, 2011.21, 2013.

(ii)This program was superseded by the buyback program announced on August 7, 2012.

SEGMENTAL INFORMATION

HotelsGeographic segmentation

Following an internal reorganization during 2011, there was a change in the Group’s geographic segments as explained in Note 2 of the Notes to the Consolidated Financial Statements. Comparatives for 2010 were restated to show segmental information on a consistent basis.

The following table shows the Group’s revenue and operating profit before exceptional operating items and the percentage by geographical area, for the years ended December 31, 2012, 2011 and 2010.

   Year ended December 31, 
     2012      2011      2010   
   ($ million) 

Revenue(1)

    

Americas

   837    830    807  

Europe

   436    405    326  

AMEA

   218    216    213  

Greater China

   230    205    178  

Central(2)

   114    112    104  
  

 

 

  

 

 

  

 

 

 

Total

   1,835    1,768    1,628  
  

 

 

  

 

 

  

 

 

 

Operating profit before exceptional operating items(1)(3)

    

Americas

   486    451    369  

Europe

   115    104    78  

AMEA

   88    84    82  

Greater China

   81    67    54  

Central

   (156  (147  (139
  

 

 

  

 

 

  

 

 

 

Total

   614    559    444  
  

 

 

  

 

 

  

 

 

 

   Year ended December 31, 
   2012  2011  2010 
   (%) 

Revenue

    

Americas

   45.6    47.0    49.6  

Europe

   23.8    22.9    20.0  

AMEA

   11.9    12.2    13.1  

Greater China

   12.5    11.6    10.9  

Central

   6.2    6.3    6.4  
  

 

 

  

 

 

  

 

 

 

Total

   100.0    100.0    100.0  
  

 

 

  

 

 

  

 

 

 

Operating profit before exceptional operating items

    

Americas

   79.2    80.7    83.1  

Europe

   18.7    18.6    17.6  

AMEA

   14.3    15.0    18.5  

Greater China

   13.2    12.0    12.1  

Central

   (25.4  (26.3  (31.3
  

 

 

  

 

 

  

 

 

 

Total

   100.0    100.0    100.0  
  

 

 

  

 

 

  

 

 

 

(1)The results of operations have been translated into US dollars at the average rates of exchange for the year. In the case of sterling, the translation rate is $1 = £0.63 (2011 $1 = £0.62, 2010 $1 = £0.65). In the case of the euro, the translation rate is $1 = €0.78 (2011 $1 = €0.72, 2010 $1 = €0.76).

(2)Central revenue primarily relates to technology fee income. Central operating profit includes central revenue less costs related to global functions.

(3)Operating profit before exceptional operating items does not include exceptional operating items for all periods presented. Exceptional operating items (charge unless otherwise noted) by region were The Americas credit of $23 million (2011 credit of $35 million, 2010 $8 million); Europe $4 million (2011 $39 million, 2010 $5 million); AMEA $5 million (2011 credit of $26 million, 2010 credit of $6 million); Greater China $nil (2011 $nil, 2010 $nil); and Central $18 million (2011 credit of $35 million, 2010 $nil).

BUSINESS OVERVIEW

The Group is an international hotel business which owns a portfolio of established and diverse hotel brands, including InterContinental Hotels & Resorts, Crowne Plaza Hotels & Resorts, Holiday Inn Hotels & Resorts (including Holiday Inn Club Vacations), Holiday Inn Express, Staybridge Suites, Candlewood Suites and Hotel Indigo. At December 31, 2010,2012, the Group had 4,437over 4,600 franchised, managed, owned and leased hotels and 647,161approximately 676,000 guest rooms in nearly 100 countries and territories around the world. The Group also manages the hotel loyalty program, Priority Club Rewards.


15

Rewards (the Group announced on March 26, 2013 that it will be enhancing and renaming the Priority Club Rewards program as “IHG Rewards Club” from July 2013).


SEGMENTAL INFORMATION
Geographic segmentation
The following table showIn the Group’s revenuefirst quarter of 2012, the Group launched two new brands. EVEN Hotels is aimed at business and operating profit before exceptional operating items and the percentage by geographical area,leisure travelers who are looking for the years ended December 31, 2010, 2009 and 2008.
             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Revenue(1)
            
Americas  807   772   963 
EMEA  414   397   518 
Asia Pacific  303   245   290 
Central(2)
  104   124   126 
             
Total  1,628   1,538   1,897 
             
Operating profit before exceptional operating items(1)(3)
            
Americas  369   288   465 
EMEA  125   127   171 
Asia Pacific  89   52   68 
Central  (139)  (104)  (155)
             
Total  444   363   549 
             
             
  Year ended December 31,
  2010 2009 2008
  (%)
 
Revenue            
Americas  49.6   50.2   50.8 
EMEA  25.4   25.8   27.3 
Asia Pacific  18.6   15.9   15.3 
Central  6.4   8.1   6.6 
             
Total  100.0   100.0   100.0 
             
Operating profit before exceptional operating items            
Americas  83.1   79.3   84.7 
EMEA  28.2   35.0   31.1 
Asia Pacific  20.0   14.3   12.4 
Central  (31.3)  (28.6)  (28.2)
             
Total  100.0   100.0   100.0 
             
(1)The results of operations have been translated into US dollars at the average rates of exchange for the year. In the case of sterling, the translation rate is $1 = £0.65 (2009 $1 = £0.64, 2008 $1 = £0.55). In the case of the euro, the translation rate is $1 = €0.76 (2009 $1 = €0.72, 2008 $1 = €0.68).
(2)Central revenue primarily relates to Holidex (the Group’s proprietary reservation system) fee income. Central operating profit includes central revenue less costs related to global functions.
(3)Operating profit before exceptional operating items does not include exceptional operating items for all periods presented. Exceptional operating items (charge unless otherwise noted) by region were the Americas $8 million (2009 $301 million, 2008 $99 million); EMEA credit of $3 million (2009 $22 million, 2008 $21 million); Asia Pacific $2 million (2009 $7 million, 2008 $2 million); and Central $nil (2009 $43 million, 2008 $10 million).


16


BUSINESS OVERVIEW
The Group is an internationala wellness experience in a hotel business which ownsstay at a portfolio of established and diverse hotel brands, including InterContinentalmainstream price point. HUALUXE Hotels & Resorts Crowne Plaza Hotels & Resorts, Holiday Inn Hotels & Resorts (including Holiday Inn Club Vacations), Holiday Inn Express, Staybridge Suites Candlewood Suitesis the first international upscale hotel brand designed specifically for Chinese guests, to take advantage of both the supply and Hotel Indigo. At December 31, 2010,demand side opportunities the Group had 4,437 franchised, managed, ownedsees in China.

Industry overview

The hotel industry performed well in 2012 despite challenging economic conditions. The economic outlook deteriorated over the course of 2012 with increased concerns over the Eurozone and leased hotelsweaker performance in the US and 647,161 guest roomsChina. Global Domestic Product (“GDP”) increased by 2.3% in 100 countries2012, compared with 2.9% in 2011 and territories around the world. The Group also managesyear ended with a continued uncertain outlook across the globe.

However, the hotel loyalty program, Priority Club Rewards.

Industry and market trends
2010 was a turnaround year for the global economy, with clear signs that the global recession was easing during the second half and business and consumer confidence returning. This assisted the hotel industry’s recovery from aindustry demonstrated its resilience against this challenging economic period. The lodgingbackground. Globally, industry is cyclical, tending to reflect the state of the general economic cycle. Historically, in previous cycles the industry has experienced periods of five to eight years of growth in revenue per available room (RevPAR) followed(“RevPAR”), a key industry indicator, increased by up4.5% compared to two years of decline. Demand has rarely fallen for sustained periods and it is the interplay between hotel supply and demand that drives longer-term fluctuations in RevPAR.
The expected recovery in demand took place in 2010. The more modest increases in industry pricing, or average daily rate, which along with occupancy make up RevPAR, was caused by thea 5.9% increase in supply of hotel rooms globally, a legacy of the2011. The Group performed well against these market conditions, with global RevPAR growth in hotel construction which began prior to the downturn.
The sustained success2012 of the economic recovery is likely to be determined by both the challenging choices policy makers are faced with regarding austerity measures and the issues surrounding sovereign debt, along with the response of corporations and the financial sector. Corporations will need to play an important role in the recovery through sustained investment and job creation, and the Group, with an ambitious program to open new hotels, anticipates the need to recruit approximately 160,000 people over the next few years.
The Group monitors key industry drivers and business fundamentals, such as RevPAR, to ensure its strategy remains well suited to the environment and the Group’s capabilities.
Different regions, countries and types of demand vary in the speed they recover and it is our understanding of local demand drivers, combined with a global outlook, that help us anticipate the needs of different types of guest demand and so continue to develop the business to meet these needs. As an example, the Group’s recent launch of new tools to support meetings and events in our hotels was well-timed with the earlier than anticipated recovery in this type of demand. Many commentators thought meetings and events business would remain subdued into 2011.
There are a number of external drivers5.2%.

RevPAR growth 2011 v 2012

  

 

2011

  2012

LOGO

  LOGO

1 Data sourced from which IHG expects to benefit:

• global economic recovery — the global economy grew by 3.8% during 2010 (Oxford Economics), and US historic market data show that following recessions, hotel industry revenues broadly increase ahead of Gross Domestic Product (GDP) (Smith Travel Research). We expect the current recovery to be similar, and are investing in the business to capture demand as it continues to strengthen;
• increase in affluence and freedom to travel in emerging markets — countries such as China are increasingly significant as domestic and international travel markets. They already have a sizeable hotel industry, and the importance of hotel brands in such emerging markets is growing;
• rising global travel volumes — airline capacity continues to grow, with affordability of travel improving globally. Business travel is expected to recover in most markets in 2011 and leisure travellers — who have been resilient in the downturn — will continue to travel both internationally and within domestic markets;
• change in demographics — as the population ages and becomes wealthier in developed markets, increased leisure time and incomes encourage more travel and hotel stays; conversely, younger generations are increasingly seeking a better work/life balance, with higher expectations from those providing their accommodation. This has positive implications for increased leisure travel; and
• demand for branded hotels is growing faster than that for independent hotels.


17

Smith Travel Research.


2 Comparable hotels.

Our strategy
With a portfolio of well-established brands, in the best developed and emerging markets, the Group is using its size, scale, people and expertise to realize its Vision of becoming one of the world’s great companies. The Group will be a great company when guests love to stay with us, people love to work for us, owners love our brands and investors love our performance. This strategy is measured by a series of key performance indicators around ‘‘Where we compete’’ and ‘‘How we win’’ (pages 22 and 23).
The Group’s strategy has ensured that it remains the largest hotel company in the world, by number of rooms. By grounding its operations and growth in its core purpose of creating Great Hotels Guests Love, the Company uses elements of its strategy, such as the business model of third-party ownership, to grow faster than its global competitors.
Delivering the elements of the Group’s strategy
Competing with an appropriate business model
The Group’s business model has a clear focus on franchising and managing hotels, rather than owning them outright, enabling the Group to grow at an accelerated pace, with limited capital investment. Furthermore, the Group benefits from the reduced volatility of fee-based income streams, as compared with the ownership of assets.
A key characteristic of the franchised and managed business is that it generates more cash than is required for investment in the business, with a high return on capital employed. At December 31, 2010 87% of operating profit before regional and central overheads, exceptional items, interest and tax is derived from franchised and managed operations.
Where necessary, the Group actively supports its brands by employing its own capital to showcase“best-in-class” operations through flagship assets.
The Group’s business model creates opportunities to build relationships with independent hotel owners and generate revenues by offering access to our global demand delivery systems, where guests can book their hotels through the Group’s booking channels, including branded websites and call centers. The latest example is our strategic relationship with Summit Hotel Properties Inc. (“Summit”), a US hotel investment company focused on branded hotels. On any unbranded hotel bought by Summit, the Group now has first rights to give the hotel a Group’s brand and earn fee revenues through generating demand for that hotel.
The key features of the Group’s business model are represented in the following table and charts.
Marketing and
The Group’s
The Group’s
BranddistributionStaffOwnershipcapitalincome
Franchised
This is the largest part of our business: 3,783 hotels operate under franchise agreements
The Group’s
brands
The GroupThird partyThird partyNoneFee % of
rooms
revenue
Managed
The Group manages 639 hotels worldwide
The Group’s
brands
The GroupThe Group
usually
supplies
general
manager as
a minimum
Third partyLow/noneFee % of
total
revenue
plus % of
profit
Owned and leased
The Group owns 15 hotels worldwide (less than 1% of our portfolio)
The Group’s
brands
The GroupThe GroupThe GroupHighAll
revenues
and profits


18


The following table shows the number of hotels and rooms franchised, managed, owned and leased by the Group as at December 31, 2010, 2009 and 2008.
                                 
    Managed
    
    contracts and joint
    
  Franchised ventures Owned and leased Total
  No. of
 No. of
 No. of
 No. of
 No. of
 No. of
 No. of
 No. of
  hotels rooms hotels rooms hotels rooms hotels rooms
 
2010  3,783   479,320   639   162,711   15   5,130   4,437   647,161 
2009  3,799   483,541   622   157,287   17   5,851   4,438   646,679 
2008  3,585   465,967   585   148,240   16   5,644   4,186   619,851 
The Group’s continuing operating profit* by ownership type for the year ended December 31, 2010:
The Group’s global room count by ownership type at December 31, 2010:
*Before regional and central overheads, exceptional items, interest and tax
Competing in developed and emerging markets
When considering open hotel rooms and those in development, the Group has leadership positions in 15 of the top 20 markets globally. These markets alone account for over 80% of global lodging spend. These include large developed markets such as the United States (“US”), United Kingdom (“UK”), and Germany, as well as emerging markets like China.
The US is the largest market for branded rooms, with 3.4 million. The segment in the US with the greatest share is midscale, with 1.3 million branded hotels rooms, and the Group’s Holiday Inn brand family is the largest operator in this segment.
The Group is also focused on growing in large markets such as the UK and Germany where it ranks second and third, respectively in terms of number of available rooms. The benefits of a large hotel presence across these high-value self-supporting markets for the Group include the ability to build relationships with the largest possible number of guests.
The Group is the largest hotel company in China, the emerging market with the greatest scale, having 0.5 million branded rooms. The Group, which was the first international chain to open hotels in the country, remains the largest, with close to 50,000 rooms. The rapid pace of openings for the Group and the wider lodging industry shows that China, and other emerging markets are behaving as the Group has seen in developed markets over the past 50 years. The strong demand drivers for hotels suggest these will remain key growth markets.
Outside the largest markets, the Group focuses on achieving presence for its biggest brands in key gateway cities which show the potential for high demand from business and leisure guests, and where its brands can generate revenue premiums.
In the hotel industry, the future supply of hotels and hotel rooms is visible through the pipeline, and the Group’s pipeline reflects the sustainability of its leadership position.
In 2010, the Group’s portfolio opened 35,744 rooms in 29 countries, and signed a further 55,598 into the pipeline, across 38 countries. The Group currently has 204,859 rooms in 1,275 hotels under development in 64 countries.


19


The Group’s pipeline ensures sustainable development in new and emerging markets that best suit the Company’s strengths and anticipate the future needs of customers. The Group has committed development teams ensuring a sizeable pipeline in developing markets: during 2010 the Group opened 7,253 rooms in Greater China, representing 20% of all new rooms opened by it across the globe during 2010.
The Group’s pipeline is the largest branded hotel pipeline in the world, representing 18% of all hotels under development, including those that are independent or unaffiliated.
Winning with our scale and expertise
The major benefit the Group brings to guests who stay in the Group’s portfolio of hotels, and owners who invest with us, is our system to help guests book and stay with us, and then maintain the relationship with them after they leave. This includes having hotels in key locations, great brands with consumer appeal, efficient reservations systems, global web presence, our loyalty rewards schemes, along with other elements. Together, these form the largest such ‘system’ in the industry and are the engine of our business, delivering, on average, 68% of total rooms revenue in 2010.
With continued focus on the success of this global system, we have developed“best-in-class” marketing and technology to support our hotels and drive incremental revenues.
Our focus on key geographical markets where we operate a large number of hotels, such as the US, UK, China, Middle East and Germany, means we can run hotels and our operating system with greater efficiencies, delivering more to the consumer at a lower cost.
The size of the global hotel market is estimated by the Group to be close to 20include 21.5 million rooms. Competitors in the market include other branded hotel companies, both large and small, international and domestic, and independently owned hotels.
IHG remains the largest branded hotel company, with our share currently at approximately 10% of the branded rooms (SmithSmith Travel Research), and a presence in 100 countries and territories. Leading research (Smith Travel Research)Research calculates that there are 6.67.3 million branded hotel rooms, with the remainder a combination of independent hotels, guesthouses and other types of lodging.
Although The Group believes that it holds the largest share of branded rooms, currently less than halfapproximately 9% of allbranded supply, distributed across nearly 100 countries and territories around the world. In 2012 the Group opened 33,922 new rooms worldwide (226 new hotels), resulting in an increase in the number of open Group hotel rooms are branded,to 675,982 (4,602 hotels) at December 31, 2012, up 2.7% from 2011, taking into account the benefitsremoval of being parthotels which left the Group’s system.

The benefits of a brand, such as the greater security and performance of a global reservation system, loyalty programs and international networks, are recognized byclear to many owners and the growthGroup is well-positioned to win the business of branded rooms has exceededowners seeking to grow with a hotel brand. Additionally, the growth of unbranded rooms over the past 10 years. Raising finance is still an issue globally,Group and branded hotels are perceived as offering greater security through global reservations systems, loyalty schemes, and international networks. Brandedother large hotel companies such ashave the Group, are attractive to independent hotel owners and are therefore gaining market share at the expensecompetitive advantage of the unbranded portion of the industry. The Group is well positioned to benefit from this trend.

Hotel owners are increasingly recognising the benefits of franchising or managing with the Group, which can offer a global portfolio of brands tothat suit the different real estate or market opportunities an owner may have.

To ensure the Group’s strategy continues to be sustainable in the changing business environment and suitable for the Group’s capabilities, the Group closely monitors markets across the globe and follows key industry and business metrics such as RevPAR, average daily rate, demand, GDP and guest satisfaction.

The Group’s strategy

With a portfolio of preferred Brands in the most attractive markets, the Group’s talented People are focused on delivering Great Hotels Guests Love and executing a clear set of priorities to achieve its Vision of becoming one of the great companies in the world.

LOGO

Delivering the elements of the Group’s strategy

“Where we compete”

Competing in relevant consumer segments

The hotel industry is usually segmented according to price point and IHG is focused on the three segments that generate over 90% of branded hotels revenue, namely midscale (broadly three star), upscale (mostly four star) and luxury (five star). However, to build preferred Brands, the Group believes it needs to advance its understanding of its guests and their needs to ensure its brands remain contemporary and relevant.

The Group has therefore completed a fundamental occasion-based needs segmentation analysis to understand why guests book hotels — looking at who they are, the occasion they are traveling for and their needs when traveling. Many guests no longer have togethera single purpose for their hotel stay — for example, business trips turn into family holidays, and the Group needs to meet these demands, focusing more on the needs of its guests, to deliver loyalty and brand preference. The Group used this analysis to develop the brand proposition for its two new brands, HUALUXE Hotels & Resorts and EVEN Hotels, and it continues to work on this needs-based segmentation to help inform its view of the hotel market and its brand strategies going forward.

Competing in the most attractive markets

The Group’s strategy is to build preferred Brands with effective revenue delivery through global reservations channels. Furthermore, hotel ownership is increasingly being separatedscale positions in the most attractive markets globally. Concentrating growth in the largest markets means the Group and owners can operate more efficiently and benefit from hotel operations, encouraging hotel owners to use third parties,enhanced revenues and reduced costs. The Group’s key markets include large developed markets such as the US, UK and Germany, as well as emerging markets like China and India.

The US is the largest market for branded hotels, with 3.38 million rooms, accounting for 69% of all US rooms available. The segment in the US with the greatest share is midscale, with 1.38 million branded hotel rooms, and the Group’s Holiday Inn brand family, comprising Holiday Inn, Holiday Inn Express, Holiday Inn Club Vacations and Holiday Inn Resort, is the largest brand in this segment.

In China, the Group sees the greatest opportunity for growth of any single country and its strategy has been to enter the market early, to develop its relationships with key local third-party owners and grow its presence rapidly. In a country with 659,000 branded hotel rooms, the Group is the largest international hotel company with

over 61,000 rooms across its brands and more than 50,000 in the planning phase or under construction. This rapid pace of openings for the Group has been in anticipation of increasing demand for hotels, driven by a large, emerging middle class and growing domestic and international travel.

The Group is also focused on developing in other high priority markets. It seeks to develop its portfolio of brands in those markets which will be sources of strong hotel demand in the future. The Group has continued to build its position in these markets in the last year. For example, the Group increased the distribution of its core brands in India, building on its leadership position of Holiday Inn. In Russia and the Commonwealth of Independent States (“CIS”), there are opportunities for new construction and conversions as well as strong demand for branded hotels. The Group continues to adapt its business model by market, choosing partnerships and joint ventures where appropriate.

Outside the largest markets, the Group focuses on building presence in key gateway cities where its brands can generate revenue premiums from high business and leisure demand.

During 2012, the Group opened 33,922 rooms in 26 countries and territories, and signed a further 53,812 rooms into its development pipeline (hotels in planning and under construction but not yet opened) across 33 countries and territories. As part of its ongoing commitment to maintaining the quality of its brands, the Group removed 16,288 rooms during the year. As at December 31, 2012, the Group had the second largest pipeline in the industry, with 169,030 rooms in 1,053 hotels across 60 countries and territories. This represents a market share of 12% of all hotels under development, including those that are independent or unaffiliated with a brand.

Competing with an appropriate business model

LOGO

As can be seen in the diagrams above and below, the Group’s business model is focused on franchising and managing hotels, rather than owning them, enabling it to grow at an accelerated pace with limited capital investment. This allows the Group to manage their hotels.

focus on building strong, preferred Brands based on relevant consumer needs, leaving asset management and real estate to its local third-party owners with the necessary expertise. With this “asset-light” approach, the Group also benefits from the reduced volatility of fee-based income streams, as compared with the ownership of assets. It allows the Group to focus on building strong delivery systems such as its branded hotel websites and call centers, creating greater returns for owners.

A key characteristic of the franchised and managed business model is that it is highly cash generative, with a high return on capital employed. This business model enables the Group to focus on growing its fee revenues (Group revenue excluding owned and leased hotels, managed leases (being properties structured for legal reasons

as operating leases but with the same characteristics as management contracts) and significant liquidated damages) and fee-based margins (operating profit as a percentage of revenue, excluding revenue and operating profit from owned and leased hotels, managed leases and significant liquidated damages).

As at December 31, 2012, 86% of the Group’s operating profit (before regional and central overheads and exceptional items) wasderived from franchised and managed operations. In some situations, the Group supports its brands by using its capital to build or support the funding of flagship assets in high-demand locations in order to drive growth. The Group plans to recycle capital by selling these assets when the time is right and to reinvest elsewhere in the business and across its portfolio.

On November 6, 2012, the Group announced that the InterContinental London Park Lane would be the next hotel considered for sale and that discussions regarding the disposal of the InterContinental New York Barclay were progressing and would be opened to a wider group of prospective buyers. On February 19, 2013, the Company announced that the disposal process for InterContinental London Park Lane had commenced, and was continuing for InterContinental New York Barclay.

The Group continues to invest for growth, strengthening both its existing brands and launching new ones.

LOGO

“How we win”

Winning with oura portfolio of preferred Brands

The Group aims to build a portfolio of brands that are bigger, better, and stronger:

Bigger means the Group has prioritized its growth strategy to build brand scale and leverage this scale through greater operational efficiency.

Better means a focus on continuous improvement in how the Group develops and delivers its brands to ensure guest needs are met with a consistent, high-quality experience.

Stronger means a focus on driving brand preference among guests, owners, investors and employees.

As part of the Group’s commitment to deliver against its brand strategy, in 2012, the Group launched two unique new brands to the market, which complement its overall portfolio of brands.

Further information on the Group’s portfolio can be found on page 27.

Winning with talented People

The Group believes that its preferred Brands are brought to life by its talented and passionate People. Therefore to deliver on its brand promise, the Group must attract, retain and develop the very best talent in the industry to service its guests and bring its Brands to life.

The Group directly employed an average of 7,981 people worldwide in the year ended December 31, 2012, whose costs were borne by the Group. When the whole of the Group’s estate is taken into account (including staff working in the franchised and values

managed hotels) over 350,000 people worked globally across all the Group’s brands as at December 31, 2012.

The four pillars of the Group’s People strategy are:

Our Vision can only be realized if we have collaborative

Developing a BrandHearted culture: The Group’s brands are brought to life by its talented and engaged employees, deliveringpassionate People and it has focused on developing and improving its tools, to make it easy for its People to deliver the right experiencebrand promise. In 2012, the Group launched a new brand framework focused on transforming its brand standards and looked at how it manages projects - all part of developing a BrandHearted culture.

Making IHG a great place to our guests through shared valueswork: The Group believes in treating people as individuals and living our brands. We have extensive on-boarding, communication, development and recognition programs, aligned under our employment brand,celebrating achievements. The Group calls this “Room to be yourself”, providing the right environment for our people and this commitment is brought to life by four key promises. The Group continues to be successful.recognized around the globe as an employer of choice.


20

Delivering world-class People Tools to our owners: By partnering with the hotel human resources community, the Group has developed a set of award-winning “People Tools” that not only help increase employee retention and guest satisfaction but also drive efficiencies and increase revenue for the Group’s owners.

Building a strong leadership team: To grow its business sustainably and responsibly, the Group needs a strong BrandHearted leadership team. Therefore, it has created a “Leadership Framework”, which clearly defines what great leadership looks like to help develop the Group’s leaders of tomorrow.

Being the hotel company for the London 2012 Olympic and Paralympic Villages was a groundbreaking opportunity for the Group, giving its People in London 2012 the opportunity to benefit from new skills and experiences.


Winning with best-in-class Delivery

During 2012, the Group remained focused on attracting guests (room nights) to its hotels and its portfolio of brands. The Group leverages its size and scale to drive demand to its hotels, executing a multi-channel strategy that enables guests to search and book in the most appropriate mode for them, either over the phone, by computer or via an application on a mobile device. The Group maximizes the demand it delivers through these channels through advanced techniques that manage revenue per booking, drive customer loyalty and maximize owner returns. The Group’s channels and loyalty program, Priority Club Rewards, are the engine of the Group’s business.

Our people dictate our culture,The Group’s channels

As part of its multi-channel strategy, the Group aims to increase revenue and bookings using its direct channels. During 2012, revenue generated through the Group’s websites increased to $3.4 billion whilst its global call centers answered more than 23 million inbound contacts and drove more than $1.9 billion in revenue for its hotels.

Mobile communications are also having profound effects on the hotel industry and the Group is aligned around great values which are consistently broughthas been quick to life through a set of five behaviors, the “Winning Ways”:

• Do the right thing;
• Show we care;
• Aim Higher;
• Celebrate difference; and
• Work better together.
Business relationshipsadapt to these new channels with others
significant growth in revenue generated thorough its branded mobile applications, across all major platforms, rising from $2.4 million in 2009 to more than $330 million in 2012.

The Group maintains effective relationships across all aspectsis also a founding member of roomkey.com, which was launched in 2012 as the first industry-owned hotel search engine, providing another innovative channel to increase guest nights to its brands.

Social media has also changed the way in which the Group communicates with guests and with its stakeholders in general. The Group’s new “Guest Ratings and Review” tool, which launched on its websites in 2012 enables guests to share their thoughts about their hotel experiences so that future guests can take this into account during the booking process.

Priority Club Rewards

Priority Club Rewards was the hotel industry’s first loyalty program and is the largest of its operations. kind in the world with 71.4 million members at the end of 2012, an increase of 13% during the year. In 2012, it won Premier Traveler magazine’s inaugural award for Best Hotel Loyalty Program and Global Traveler magazine’s award for Best Hotel Rewards Program for the eighth consecutive year.

The Group’s operations are not dependent upon any single customer, supplier or hotel owner dueGroup also leverages sales and marketing expertise in order to support its multi-channel strategy. The System Fund (the “Fund”) is a $1.2 billion fund of cash assessments and contributions, collected by the extent of its brands, market segments and geographical coverage. For example,Group from hotels within the Group’s largest third-party hotel owner controls just 3%system, and proceeds from the sale of the Group’s total room count.

Priority Club Rewards points. The Group continued to enhance and streamline its procurement processes during 2010, and with the implementation of initiatives to combat waste and enhance relationships with suppliers,System Fund is managed by the Group is striving to ensure best-practice is employed throughout the Group. With a focus on ensuring high-quality goods and services are sourced at competitive prices, the Group strives to ensure enhanced value for the Group, our hotel owners and shareholders.
IHG is proud of its strong and important relationship with the IAHI, the Owners’ Association for ownersbenefit of hotels in the Group’s sevensystem with the objective of driving revenues for the hotels. It is therefore used to pay for marketing, the Priority Club Rewards loyalty program and the global reservation system.

As a result of the power of its revenue delivery systems the Group has built strong relationships with its owners. These relationships are founded on the ability to deliver high returns to owners using premium revenue generating products. The Group meets with the IHG Owners Association (the organization that represents owners of hotels operating under the Group’s brands across the world. IHG meets with the IAHI, in large and small groups,world) on a regular basis and works together to support and facilitate the continued development of the Group’s brands and systems. During 2010,

Winning with Responsible Business practices

With over 4,600 hotels in nearly 100 countries and territories around the combined workworld, the Group’s commitment to being a Responsible Business is central to its Vision of being one of the great companies of the world. The Group understands how important it is to champion and protect the trusted reputation of the Group and IAHI implemented several enhancementsits brands and this is embedded in its culture. The Group believes that being a responsible business is necessary to the Group’s system.

Examples of such enhancements include:
Holiday Inn relaunch — the near completionenable it to stay ahead of the $1 billion global relaunchcompetition and grow, creating value for all of its shareholders and stakeholders in the Holiday Inn brand family;
InnSupply — improving purchasing efficiencieslong term. Amongst other things, it offers the Group a huge opportunity to innovate, create employment, empower people to perform at their best and streamlining the procurement processes across both organizations;
Way of Sales — developing“best-in-class” practicesfeel good about what they do, and drive value for the sales operations of both organizations, having identified critical roles for generating revenues;
Celebrate Service week — giving recognition and thanks to the many thousands of front-line employees, and emphasizing engagement through the Group’s brands; and
People Tools — enhancing the recruitment, hiring, training and retention practices across both organizations, with specific focus on reflecting the individual qualities ofbusiness. That’s why Responsible Business underpins each brand. These tools are supplied to all hotels: managed, franchised and owned and leased.
Many jurisdictions and countries regulate the offering of franchise agreements and recent trends indicate an increase in the number of countries adopting franchise legislation. As a significant percentage of the Group’s revenue is derived from franchise fees,three strategic corporate priorities of preferred Brands, talented People and best-in-class Delivery, which work together to determine “How We Win” to create Great Hotels Guests Love.

Governance and leadership

The Group’s Chairman, the Board and its committees (Audit Committee, Corporate Responsibility Committee, Nomination Committee and Remuneration Committee) provide strong leadership and promote a responsible business culture by maintaining high standards in corporate governance, corporate responsibility and internal control and risk management.

Brands

Trusted brands deliver a superior and consistent brand experience and to achieve this, the Group requiresaclear brand framework. Brand standards are the foundations of a clear brand framework for all the Group’s continuedhotels and its compliance teams ensure that its hotels deliver in accordance with franchise legislationthese. The Group’s brand safety standards assist hotels in providing a safe and secure environment for its guests and employees. The Group’s corporate responsibility programs have also been designed so that they can be implemented throughout the Group’s hotel brands and corporate offices in any region.

People

At the core of being a Responsible Business is important toensuring that the successful deploymentactions of all of the Group’s strategy.


21

employees working at its corporate offices and hotels maintain the Group’s trusted reputation. Operating an ethical business is vital to maintaining and protecting this trusted reputation and therefore the Group continually keeps under review its internal policies and training to promote understanding, awareness, accountability and transparency.


Delivery

Having in place an effective system of internal controls and risk management is essential to being a Responsible Business. The Group’s tools, processes and procedures ensure a business based on a solid foundation with a commitment to doing the right thing for the benefit of all its stakeholders.

Measuring our successsuccess”

We measure our success in terms of shareholder value, as well as through

The Group has a holistic set of strategic priorities. These form ourcarefully selected key performance indicators (KPIs)(“KPIs”) to ensure a consistent approach to runningmonitor its success in achieving its strategy. These are organized around the business. These KPIs consistelements of “Wherethe Group’s strategy:

“Where we compete”, includingfocusing on relevant consumer segments, the most attractive markets and the appropriate business model, key target marketsmodel; and consumer segments; and “How

“How we win”, including financial returns, our people,focusing on corporate priorities of preferred Brands, talented People, best-in-class Delivery and Responsible Business.

In particular, the guest experienceGroup uses the following measures to monitor performance:

fee revenues and responsible business.fee-based margins;

global RevPAR;

system contribution — the proportion of business delivered to Group hotels by its dedicated IHG booking channels;

employee engagement; and

Responsible Business practices.

These KPIs are used to measure the progress of the Group to deliver Great Hotels Guests Love and achieve its Vision of becoming one of the great companies of the world.

The Group’s performance against these KPIs over the 2010-2012 period is summarized below:

Where we competecompete”

Strategic priorities KPIs 

Current status and

2012 development

 2013 priorities
Key performance
Current status

Most attractive markets and

Strategic priorities
indicators (KPIs)
2010 developments
2011 priorities
appropriate business model

To accelerate profitable growth of ourits core business in the largestits most attractive markets where presence and scale really count using the right business model to drive its fee revenue and also in key global gateway cities. Seek opportunities to leverage our scale in new business areas.income streams.

 •   Sustained system size growth; and
•   deal signings focused

LOGO

Net rooms supply

LOGO

Growth in scale markets and key gateway cities.fee revenue1

LOGO

Fee-based margins

 

• System size maintained at 647,161grown to 675,982 rooms;

• over 90% of deals signed in4,602 hotels opened globally;

• built scale markets and key gateway cities;
•   re-entry into Hawaii with a Holiday Inn Resort;
•   opening our second Hotel Indigo in London, and our first in Asia Pacific, on the Bund in Shanghai;
•   17 signings of Hotel Indigo brand to 50 hotels globally; and Staybridge Suites outside

• fee-based margins of North America; and
•   259 hotels opened globally.42.6%, up two percentage points on 2011, a particularly strong result.

 

• Continue international roll-out of Staybridge Suites and Hotel Indigo;
•   accelerateAccelerate growth strategies in quality locations in agreed scale markets; and

• continue to leverage scale and build upon improved strategic position during the economic downturn.scale.


22

1

At constant currency.

2

One percentage point growth on an underlying basis.


How we winwin” — Delivering Great Hotels Guests Love

Strategic priorities KPIs 

Current status and

2012 development

 2013 priorities
Strategic priorities
Financial returns
To generate higher returns for

Preferred Brands

Operate a portfolio of preferred, locally-relevant brands attractive to both owners and guests that have clear market positions and differentiation in the Groupeyes of the guest.

LOGO

Global RevPAR growth/(decline)

Comparable hotels, constant $

•Clarified the brand propositions for Holiday Inn and Holiday Inn Express and celebrated the Holiday Inn 60th anniversary;

•continued the repositioning of Crowne Plaza;

•achieved two new brand launches in two geographies; and

•achieved strong brand successes in Greater China, particularly through the growth of HUALUXE Hotels & Resorts with 15 signings for the brand and improved the strength of Crowne Plaza through brand preference and awareness.

•Invest to build long-term brand preference for the Holiday Inn brand family;

•continue the repositioning of the Crowne Plaza brand;

•support growth of its new brands: EVEN Hotels in the US and HUALUXE Hotels & Resorts in Greater China; and

•continue to deliver a consistent brand experience and increased revenue share, improved operating efficiency and growing margins.













Our people
Creatingguest satisfaction through its needs-based segmentation analysis.

Talented People

Create hotels that are well run, with brands brought to life by people who are proud of the work they do.











Guest experience
To operate

LOGO

Employee engagement scores

Average of two Employee Engagement surveys per year

•New brand management training launched for General Managers;

•all of its corporate offices and more than 4,000 Group hotels participated in Celebrate Service week, its global employee recognition event;

•created a portfolionew Mandarin recruitment site and launched career pages on social networking platforms in China to continue its aim to be employer of brands attractivechoice; and

•industry-leading suite of People Tools now embedded in its franchised and managed hotel estate.

•Empower its frontline teams with the tools and training to bothconsistently deliver great guest experiences that build brand preference, advocacy and repeat business;

•continue to strengthen its talent pipeline and succession planning to meet its growth ambitions;

•instill a winning culture through strong leadership and performance management; and

•build on its strong employer brand to make the Group a magnet for talent.

Strategic prioritiesKPIs

Current status and

2012 development

2013 priorities

Best-in-class Delivery

Generate higher returns for owners and guests that have clear market positionsthe Group through increased revenue share, improved operating efficiency and differentiationgrowing margins.

LOGO

Total gross revenue

Actual $billion

•Launched strategic industry partnership in roomkey.com;

•71.4 million Priority Club Rewards members — 8.4 million new members enrolled in 2012, up 13% on 2011; and

•global Group sales force with 17,600 sales professionals.

•Continue to strengthen the eyesGroup’s system of delivering profitable demand to hotels;

•put in place the guest.







required technology infrastructure to enable growth; and

•continue to increase business from its loyalty program, Priority Club Rewards.

Responsible business
To takeBusiness

Take a proactive stance and seek creative solutions through innovationon environmental sustainability and collaboration on environment and community issues, and to drive increasedsustainable communities in a way that drives shared value for the Group, owners, guests and the communities where we operate.in which IHG operates.

 (Graph)

LOGO

Hotels signed-up to Green Engage

Hotels, cumulative

LOGO

Participants benefiting from the IHG Academy

 Current status and 2010 developments

 Further procurement efficiencies made;
• enhanced Customer Relationship Management with new technology and campaign management tools to involve non-Priority Club Rewards (PCR) members; and
• enhanced communications with PCR loyalty program members with refreshed loyalty systems.







• Launched and cascaded our Vision to become one2,219 of the world’s great companies;
• developed management tools to deliver a branded guest experience;
• further emphasis on our cultureGroup’s hotels enrolled in Green Engage by end of learning and development with industry recognition;
2012;

 “Celebrate Service” week — a global event to recognize our people,11.7% energy savings in partnership with the IAHI ownership community; and
• managing employee engagement.

• Global pilots to identify opportunities to create branded hallmarks with guest appeal;
• near completion of the Holiday Inn relaunch; and
• grew our industry-leading loyalty program PCR, to 56 million members, contributing $6.5 billion of global system rooms revenue.




• “Green Engage” developed (patent pending); rolled out to over 1,000 hotels by December 31, 2010;
• collaborated with the University of Oxford’s Department of Plant Sciences to understand better how hotel design and development impacts the environment; and
• Corporate Responsibility approach defined and agreed.

2011 priorities
• Capitalize on recovery of group and meetings business;
• strengthen global sales force effectiveness;
• optimize revenues from third party and Group websites;
• ensure the Group’s industry leading system of delivering demand and revenue to hotels retains competitive advantage; and
• strengthen loyalty program, with enhanced member offer.






• Cascade of branded management tools to whole hotel estate, including our franchised hotels;
• ongoing partnership with IAHI ownership community for people events;
• continued focus on developing skills to deliver our Vision and branding capability; and
• opportunities for employees and communities to be involved with Olympics partnership.


• Leverage strong position of Holiday Inn relaunch with roll-out of global marketing initiatives;
• ensure growth plans of each brand aligns fully with corporate Vision;
• focus on strength of Priority Club Rewards and visibly enhance offering to its members in hotels and across global reservations channels; and
• increase the Group’s business from Priority Club Rewards members.

• Continue to roll out “Green Engage” to our owned and managed hotels,estate by end of 2012 (on a per available room night basis);

•industry standard for measuring carbon was launched in 2012 and expand into the franchised estateincluded in all regions;
• work with stakeholders, such as Harvard University, to educate decision-makers onGreen Engage via the Group’s economic impacts;new carbon calculator;

•over 150 IHG Academy programs by the end of 2012; and

fan base of the “IHG Planet CR” Facebook page expanded to over 20,000 by the end of 2012.

•Work to ensure all Group hotels that are enrolled in Green Engage effectively use the tool for the greatest impact;

continue to embed our community strategy, including establishingdrive awareness and engagement around the “IHG Academy”IHG Shelter in a Storm Programme;

•continue to expand the IHG Academy program throughout the world; and

•focus on driving awareness of the Group’s approach to corporate responsibility across internal and activating our strategic partner in providing disaster recovery.external stakeholder groups using a variety of channels, to maximize employee pride, and reinforce the Group’s reputation as a Responsible Business.


23


Segmental Resultsresults by Activityactivity

The following table shows the Group’s continuing revenue and operating profit before exceptional operating items by activity and the percentage contribution of each activity, for the years ended December 31, 2010, 20092012, 2011 and 2008.

             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Revenue(1)
            
Americas            
Franchised  465   437   495 
Managed  119   110   168 
Owned and leased  223   225   300 
             
   807   772   963 
             
EMEA            
Franchised  81   83   110 
Managed  130   119   168 
Owned and leased  203   195   240 
             
   414   397   518 
             
Asia Pacific            
Franchised  12   11   18 
Managed  155   105   113 
Owned and leased  136   129   159 
             
   303   245   290 
             
Central(2)
  104   124   126 
             
Total  1,628   1,538   1,897 
             
Operating profit before exceptional operating items(1)(3)
            
Americas            
Franchised  392   364   426 
Managed  21   (40)  51 
Owned and leased  13   11   55 
Regional overheads  (57)  (47)  (67)
             
   369   288   465 
             
EMEA            
Franchised  59   60   75 
Managed  62   65   95 
Owned and leased  40   33   45 
Regional overheads  (36)  (31)  (44)
             
   125   127   171 
             
Asia Pacific            
Franchised  7   5   8 
Managed  73   44   55 
Owned and leased  35   30   43 
Regional overheads  (26)  (27)  (38)
             
   89   52   68 
             
Central(2)
  (139)  (104)  (155)
             
Total  444   363   549 
             
Footnotes on page 25.


24

2010.


  Year ended December 31, 
      2012          2011          2010     
  ($ million) 

Revenue(1)

   

Americas

   

Franchised

  541    502    465  

Managed

  97    124    119  

Owned and leased

  199    204    223  
 

 

 

  

 

 

  

 

 

 
  837    830    807  
 

 

 

  

 

 

  

 

 

 

Europe

   

Franchised

  91    86    76  

Managed

  147    118    70  

Owned and leased

  198    201    180  
 

 

 

  

 

 

  

 

 

 
  436    405    326  
 

 

 

  

 

 

  

 

 

 

AMEA

   

Franchised

  18    19    15  

Managed

  152    151    155  

Owned and leased

  48    46    43  
 

 

 

  

 

 

  

 

 

 
  218    216    213  
 

 

 

  

 

 

  

 

 

 

Greater China

   

Franchised

  3    2    2  

Managed

  89    77    60  

Owned and leased

  138    126    116  
 

 

 

  

 

 

  

 

 

 
  230    205    178  
 

 

 

  

 

 

  

 

 

 

Central(2)

  114    112    104  
 

 

 

  

 

 

  

 

 

 

Total

  1,835    1,768    1,628  
 

 

 

  

 

 

  

 

 

 

Operating profit before exceptional operating items(1)(3)

   

Americas

   

Franchised

  466    431    392  

Managed

  48    52    21  

Owned and leased

  24    17    13  

Regional overheads

  (52  (49  (57
 

 

 

  

 

 

  

 

 

 
  486    451    369  
 

 

 

  

 

 

  

 

 

 

Europe

   

Franchised

  65    65    55  

Managed

  32    26    17  

Owned and leased

  50    49    38  

Regional overheads

  (32  (36  (32
 

 

 

  

 

 

  

 

 

 
  115    104    78  
 

 

 

  

 

 

  

 

 

 

AMEA

   

Franchised

  12    12    8  

Managed

  90    87    88  

Owned and leased

  6    5    4  

Regional overheads

  (20  (20  (18
 

 

 

  

 

 

  

 

 

 
  88    84    82  
 

 

 

  

 

 

  

 

 

 

             
  Year ended December 31,
  2010 2009 2008
  (%)
 
Revenue            
Americas            
Franchised  28.6   28.4   26.1 
Managed  7.3   7.2   8.9 
Owned and leased  13.7   14.6   15.8 
             
   49.6   50.2   50.8 
             
EMEA            
Franchised  5.0   5.4   5.8 
Managed  8.0   7.7   8.9 
Owned and leased  12.4   12.7   12.6 
             
   25.4   25.8   27.3 
             
Asia Pacific            
Franchised  0.7   0.7   0.9 
Managed  9.5   6.8   6.0 
Owned and leased  8.4   8.4   8.4 
             
   18.6   15.9   15.3 
             
Central  6.4   8.1   6.6 
             
Total  100.0   100.0   100.0 
             
Operating profit before exceptional operating items            
Americas            
Franchised  88.3   100.2   77.6 
Managed  4.7   (11.0)  9.3 
Owned and leased  2.9   3.0   10.0 
Regional overheads  (12.8)  (12.9)  (12.2)
             
   83.1   79.3   84.7 
             
EMEA            
Franchised  13.3   16.5   13.6 
Managed  14.0   17.9   17.3 
Owned and leased  9.0   9.1   8.2 
Regional overheads  (8.1)  (8.5)  (8.0)
             
   28.2   35.0   31.1 
             
Asia Pacific            
Franchised  1.6   1.4   1.5 
Managed  16.4   12.1   10.0 
Owned and leased  7.9   8.2   7.8 
Regional overheads  (5.9)  (7.4)  (6.9)
             
   20.0   14.3   12.4 
             
Central  (31.3)  (28.6)  (28.2)
             
Total  100.0   100.0   100.0 
             
Footnoteson page 26.

   Year ended December 31, 
       2012          2011          2010     
   ($ million) 

Greater China

    

Franchised

   4    3    3  

Managed

   51    43    30  

Owned and leased

   45    37    33  

Regional overheads

   (19  (16  (12
  

 

 

  

 

 

  

 

 

 
   81    67    54  
  

 

 

  

 

 

  

 

 

 

Central(2)

   (156  (147  (139
  

 

 

  

 

 

  

 

 

 

Total

   614    559    444  
  

 

 

  

 

 

  

 

 

 

   Year ended December 31, 
       2012           2011           2010     
   (%) 

Revenue

  

Americas

      

Franchised

  ��29.5     28.4     28.6  

Managed

   5.3     7.0     7.3  

Owned and leased

   10.8     11.6     13.7  
  

 

 

   

 

 

   

 

 

 
   45.6     47.0     49.6  
  

 

 

   

 

 

   

 

 

 

Europe

      

Franchised

   5.0     4.9     4.7  

Managed

   8.0     6.7     4.3  

Owned and leased

   10.8     11.3     11.0  
  

 

 

   

 

 

   

 

 

 
   23.8     22.9     20.0  
  

 

 

   

 

 

   

 

 

 

AMEA

      

Franchised

   1.0     1.1     0.9  

Managed

   8.3     8.5     9.5  

Owned and leased

   2.6     2.6     2.7  
  

 

 

   

 

 

   

 

 

 
   11.9     12.2     13.1  
  

 

 

   

 

 

   

 

 

 

Greater China

      

Franchised

   0.2     0.1     0.1  

Managed

   4.8     4.4     3.7  

Owned and leased

   7.5     7.1     7.1  
  

 

 

   

 

 

   

 

 

 
   12.5     11.6     10.9  
  

 

 

   

 

 

   

 

 

 

Central

   6.2     6.3     6.4  
  

 

 

   

 

 

   

 

 

 

Total

   100.0     100.0     100.0  
  

 

 

   

 

 

   

 

 

 

Footnoteson page 26.

   Year ended December 31, 
       2012          2011          2010     
   (%) 

Operating profit before exceptional operating items

    

Americas

    

Franchised

   75.9    77.1    88.3  

Managed

   7.8    9.3    4.7  

Owned and leased

   3.9    3.0    2.9  

Regional overheads

   (8.4  (8.7  (12.8
  

 

 

  

 

 

  

 

 

 
   79.2    80.7    83.1  
  

 

 

  

 

 

  

 

 

 

Europe

    

Franchised

   10.6    11.6    12.4  

Managed

   5.2    4.6    3.8  

Owned and leased

   8.1    8.8    8.6  

Regional overheads

   (5.2  (6.4  (7.2
  

 

 

  

 

 

  

 

 

 
   18.7    18.6    17.6  
  

 

 

  

 

 

  

 

 

 

AMEA

    

Franchised

   2.0    2.1    1.8  

Managed

   14.6    15.6    19.8  

Owned and leased

   1.0    0.9    0.9  

Regional overheads

   (3.3  (3.6  (4.0
  

 

 

  

 

 

  

 

 

 
   14.3    15.0    18.5  
  

 

 

  

 

 

  

 

 

 

Greater China

    

Franchised

   0.7    0.5    0.7  

Managed

   8.3    7.7    6.7  

Owned and leased

   7.3    6.6    7.4  

Regional overheads

   (3.1  (2.8  (2.7
  

 

 

  

 

 

  

 

 

 
   13.2    12.0    12.1  
  

 

 

  

 

 

  

 

 

 

Central

   (25.4  (26.3  (31.3
  

 

 

  

 

 

  

 

 

 

Total

   100.0    100.0    100.0  
  

 

 

  

 

 

  

 

 

 

(1)The results of operations have been translated into US dollars at the average rates of exchange for the year. In the case of sterling, the translation rate $1 = £0.65 (2009£0.63 (2011 $1 = £0.64, 2008£0.62, 2010 $1 = £0.55)£0.65). In the case of the euro, the translation rate is $1 = €0.76 (2009€0.78 (2011 $1 = €0.72, 20082010 $1 = €0.68)€0.76).

(2)Central revenue primarily relates to Holidex (the Group’s proprietary reservation system)technology fee income. Central operating profit includes central revenue less costs related to global functions.

(3)Operating profit before exceptional operating items does not include exceptional operating items for all periods presented. Exceptional operating items (charge unless otherwise noted) by region were theThe Americas $8 million (2009 $301 million, 2008 $99 million); EMEA credit of $3$23 million (2009 $22(2011 credit of $35 million, 2008 $212010 $8 million); Asia Pacific $2Europe $4 million (2009 $7(2011 $39 million, 2008 $22010 $5 million); AMEA $5 million (2011 credit of $26 million, 2010 credit of $6 million); Greater China $nil (2011 $nil, 2010 $nil); and Central $nil (2009 $43$18 million 2008 $10 million)(2011 credit of $35 million, 2010 $nil).

25

Global system


Global System
In addition to management or franchise fees, hotels within the Group’s system pay cash assessments and contributions which are collected by the Group for specific use within the System Fund (the “Fund”).Fund. The Fund also receives proceeds from the sale of Priority Club Rewards points. The Fund is managed for the benefit of hotels in the system with the objective of driving revenues for the hotels. The Fund is used to pay for marketing, the Priority Club Rewards loyalty program and the global reservations system.

Priority Club Rewards:The Group’s worldwide loyalty scheme, Priority Club Rewards, is the largest of its kind in the hotel industry. Members enjoy a variety of privileges and rewards as they stay at the Group’s hotels around the world. The global system room revenue generated from Priority Club Rewards members during 20102012 was $6.6$7.2 billion. Priority Club Rewards membership reached 5671 million customers as at December 31, 2010,2012, compared to 4863 million as at December 31, 2009.

2011.

Central Reservations System Technology:The Group operatesowns the HolidexPlus reservations system. The HolidexPlus system receives reservations requests entered on terminals located at most of the Group’s reservations centers, as well as from global distribution systems operated by a number of major corporations and travel agents. Where local hotel systems allow, the HolidexPlus system immediately confirms reservations or indicates alternative accommodation available within the Group’s network. Confirmations are transmitted electronically to the hotel for which the reservation is made.

During 2012, the Group entered into a five-year technology outsourcing agreement with International Business Machines Corporation (“IBM”), pursuant to which IBM operates and maintains the infrastructure of the HolidexPlus system.

Reservations Call Centers:The Group operates 10 reservations call centers around the world which enable it to sell in local languages in many countries and offer a high qualityhigh-quality service to customers.

Internet:The Group introduced electronic hotel reservations in 1995. The Internetinternet is an important communications, branding and distribution channel for hotel sales. The Group is a founding member of roomkey.com, which was launched in 2012 as the first industry-owned online hotel search engine.

During 2010, 24% (24%2012 the Group’s leading mobile booking platforms realized $330 million in 2009) of global system room revenue booked via the Internet through various branded websites, such as www.intercontinental.com and www.holidayinn.com, as well as certified third parties.

revenues, up from $2.4 million in 2009.

The Group has established standards for working with third-party intermediaries — online travel distributors — who sell or re-sell the Group’s branded hotel rooms via their Internetinternet sites. Under the standards, certified distributors are required to respect the Group’s trademarks, ensure reservations are guaranteed through an automated and common confirmation process, and clearly present fees to customers.

During 2010, global system room revenue booked through the Group’s global systems (which includes Priority Club Rewards members, central reservations and call centers, global distribution systems and the Internet) was 68% (68% in 2009).

Sales and Marketingmarketing

The Group targets its sales and marketing expenditure in each region on driving revenue and brand awareness or, in the case of sales investments, targeting segments such as corporate accounts, travel agencies and meeting organizers. The majority of the Group’s sales and marketing expenditure is funded by contractual fees paid by most hotels in the system.


26


Global Brands

Brands Overviewoverview

The Group offers hotel brands that appeal to guests with different needs and tastes. This requires a portfolio of large global brands, growing alongside innovative new brands to meet the unique experiences our guests desire.

The hotel industry is usually split into segments based upon price point and consumer expectations. The Group is focused on the three segments that together generate over 90% of branded hotel revenues: midscale (broadly 3 star hotels), upscale (mostly 4 star), and luxury (5 star).

         
  At December 31, 2010
Brands
 Room numbers Hotels
 
InterContinental Hotels & Resorts  58,429   171 
Crowne Plaza Hotels & Resorts  106,155   388 
Holiday Inn Hotels & Resorts(1)
  230,117   1,247 
Holiday Inn Express  191,228   2,075 
Staybridge Suites  20,762   188 
Candlewood Suites  28,253   288 
Hotel Indigo  4,548   38 
Other  7,669   42 
         
Total  647,161   4,437 
         

The Group operates the following brands:

   At December 31, 2012 
    Room numbers   Hotels 

InterContinental Hotels & Resorts

   57,314     170  

Crowne Plaza Hotels & Resorts

   108,307     392  

Holiday Inn Hotels & Resorts(1)

   231,488     1,247  

Holiday Inn Express

   205,631     2,192  

Staybridge Suites

   20,696     189  

Candlewood Suites

   28,675     299  

Hotel Indigo

   5,661     50  

Other

   18,210     63  
  

 

 

   

 

 

 

Total

   675,982     4,602  
  

 

 

   

 

 

 

(1)IncludesIncluded Holiday Inn Club Vacations (2,892(3,701 rooms, 610 hotels) and Holiday Inn Resort properties (8,806 rooms, 37 hotels).

InterContinental Hotels & Resorts

             
  Americas EMEA Asia Pacific
 
Average room rate $(1)
  158.54   232.90   174.76 
Room numbers(2)
  19,120   20,111   19,198 

   Americas   Europe   AMEA   Greater China 

Average room rate $(1)

   181.58     251.80     214.01     171.37  

Room numbers(2)

   17,756     9,394     20,791     9,373  

(1)For the year ended December 31, 2010;2012; quoted at constant US$US dollar exchange rate. Average room rate is for comparable InterContinental hotels.

(2)At December 31, 2010.2012.

InterContinental Hotels & Resorts (“InterContinental”) is the Group’s 5-starluxury brand located in majorkey cities in overand resort destinations across more than 60 countries worldwide. With over 60 years’years of experience, the brand’s understanding of high quality, understated service andtalented people supported by outstanding facilities coupled with a genuine interest in our guestshelp the Group to differentiate it in a competitive segment.segment by understanding that well-traveled and affluent people want to be connected to what is special about a hotel and its destination. The philosophy of the brandbrand’s ethos is to enable every guestempower guests to maximize the enjoyment ofshare their stay — specializing in engaging guests with the destination by sharing local knowledge to create authenticenjoy great experiences that enrich our guests’ lives and help them broaden their outlook.

lives.

InterContinental hotels are principally managed by the Group. At December 31, 2010,2012, there were 171170 InterContinental hotels which represented 9%8% of the Group’s total hotel rooms. During 2010, nine2012, six InterContinental hotels were added to the portfolio, while fourfive hotels were removed.


27


Crowne Plaza Hotels & Resorts
             
  Americas EMEA Asia Pacific
 
Average room rate $(1)
  101.94   140.39   105.16 
Room numbers(2)
  57,073   22,941   26,141 

   Americas   Europe   AMEA   Greater China 

Average room rate $(1)

   110.3     134.26     142.22     100.55  

Room numbers(2)

   48,730     19,566     18,559     21,452  

(1)For the year ended December 31, 2010;2012; quoted at constant US$US dollar exchange rate. Average room rate is for comparable Crowne Plaza hotels.

(2)At December 31, 2010.2012.

Crowne Plaza Hotels & Resorts (“Crowne Plaza”), is the Group’s upscale brand and is currently the world’s fourth largest full-service hotel brand in the upscale, 4 star segment, specializesupper segments. The brand continues to appeal to business travelers, providing facilities and services that cater to these types of travelers. The Group continues to progress the multi-year Crowne Plaza repositioning program. As part of the Group’s commitment to strengthen the brand, quality audits have been carried out at almost all Crowne Plaza hotels in offeringstate-of-the-art businessThe Americas and meeting facilities that provide productive, successfulEurope and energizing experiencesthe Group has been actively managing the estate in order to guests who believe travel is fun and rewarding.

drive brand consistency.

The majority of Crowne Plaza hotels are operated under franchise agreements in the US and Europe, and managed in other markets by the Group. In China, Crowne Plaza is the largest international upscale brand. At December 31, 2010,2012, there were 388392 Crowne Plaza hotels which represented 16% of the Group’s total hotel rooms. During 2010, 292012, 21 Crowne Plaza hotels were added to the portfolio, while seven16 hotels were removed.

The Holiday Inn Family of Brands

The Holiday Inn brand family, of brandswhich comprises Holiday Inn, Holiday Inn Club Vacations, Holiday Inn Resort and Holiday Inn Express, is the world’s largest midscale hotel brand family by number of rooms andat December 31, 2012. It is the largest brand in the Group’s most significant operation. Focused aroundportfolio predominantly operating under franchise agreements in The Americas and Europe and management agreements elsewhere.

Holiday Inn is for the contemporary traveler looking for innovative comfort in a relaxed atmosphere,relaxing hotel environment. Holiday Inn aims to provide guests familiarity, convenience and reliability while supporting and meeting all guest needs. As official hotel provider to the brands are designed to support both business travellersLondon 2012 Olympic and families. During 2010,Paralympic Games, the Group opened the Holiday Inn London, Stratford City. In 2012, the brand family neared completioncelebrated its 60th birthday and opened the largest Holiday Inn to date — the stunning Holiday Inn Macao Cotai Central, China with 1,224 rooms.

Holiday Inn Club Vacations, the Group’s timeshare business in North America, provides guests with all the benefits of a $1 billion refresh, updating their image by upgrading facilities, service and amenities, ensuringvacation home with none of the brands continue to remain competitive within their midscale markets. The hassle.

Holiday Inn family wasResort is our Holiday Inn brand family’s resort proposition, with 37 properties currently in the first internationalportfolio, for guests who work hard but also want to lead a balanced life.

Holiday Inn Express is a brand for the traveler looking for efficiency. The brand offers a straightforward, uncomplicated guest experience providing the things a guest needs, and is delivered in a way that is stimulating and engaging. One of the world’s fastest growing hotel chainbrands, it is geared to open in China in 1984the smart business or private traveler who appreciates value without compromising on comfort and the first hotel chain to launch a direct bookings website in 1995.

style.

Holiday Inn Hotels & Resorts

             
  Americas EMEA Asia Pacific
 
Average room rate $(1)
  95.12   115.51   88.57 
Room numbers(2)(3)
  147,575   52,945   29,597 

   Americas  Europe   AMEA   Greater China 

Average room rate $(1)

   102.02    112.36     121.68     82.21  

Room numbers(2)(4)

   146,661(3)   46,610     17,440     20,777  

(1)For the year ended December 31, 2010;2012; quoted at constant US$US dollar exchange rate. Average room rate is for comparable Holiday Inn hotels.

(2)At December 31, 2010.2012.

(3)The Americas total includes Holiday Inn Club Vacations (2,892(3,701 rooms).

(4)Includes Holiday Inn Resorts properties — Americas 4,240 rooms, Europe 362 rooms, AMEA 3,311 rooms and Greater China 893 rooms.

Holiday Inn Hotels & Resorts (including Holiday Inn Club Vacations)Vacations and Holiday Inn Resort) (“Holiday Inn”) are predominantly operated under franchise agreements. At December 31, 2010,2012, there were 1,247 Holiday Inn hotels which represented 36%34% of the Group’s total hotel rooms, of which 64%63% were located in theThe Americas. During 2010, 532012, 48 Holiday Inn hotels were added to the portfolio, while 13141 hotels were removed.

Holiday Inn Express

             
  Americas EMEA Asia Pacific
 
Average room rate $(1)
  95.55   95.18   45.70 
Room numbers(2)
  159,867   23,706   7,655 

   Americas   Europe   AMEA   Greater China 

Average room rate $(1)

   102.12     93.04     76.15     49.88  

Room numbers(2)

   168,398     24,903     2,877     9,453  

(1)For the year ended December 31, 2010;2012; quoted at constant US$US dollar exchange rate. Average room rate is for comparable Holiday Inn Express hotels.

(2)At December 31, 2010.2012.

Holiday Inn Express hotels are almost entirely operated under franchise agreements. At December 31, 2010,2012, there were 2,0752,192 Holiday Inn Express hotels worldwide which represented 30% of the Group’s total hotel rooms, of which 84%82% were located in theThe Americas. During 2010, 1222012, 114 new Holiday Inn Express hotels were added to the portfolio, while 11636 hotels were removed.


28


Staybridge Suites
         
  Americas EMEA
 
Average room rate $(1)
  94.16   112.18 
Room numbers(2)
  20,014   748 

   Americas   Europe   AMEA 

Average room rate $(1)

   104.11     110.30     140.02  

Room numbers(2)

   19,787     605     304  

(1)For the year ended December 31, 2010;2012; quoted at constant US$US dollar exchange rate. Average room rate is for comparable Staybridge Suites hotels.

(2)At December 31, 2010.2012.

Staybridge Suites is the Group’s upscale extended stay brand for guests on longer trips, offering studios and suites complete with full kitchens and separate sleeping and work areas in a sociable, family-like atmosphere. It was the fastest upper-tier extended stay brand to reach the 50-hotel and 100-hotel milestones, and was ranked highest in the prestigious J.D. Power and Associates’ 2009 North America Hotel Guest Satisfaction Index Study for extended stay hotels. In 2008 Staybridge Suites opened its first EMEA hotelplayed a significant role in LiverpoolIHG’s partnership with the London 2012 Olympic and has since opened properties in Cairo, Abu Dhabi and Newcastle.

Paralympic Games by opening the Staybridge Suites London-Stratford City property.

The Staybridge Suites brand is principally operated under management contracts and franchise agreements. At December 31, 20102012 there were 188189 Staybridge Suites hotels, which represented 3% of the Group’s total hotel rooms, of which 96% (183 hotels) were located in theThe Americas. During 2010, seven2012, 11 hotels were added to the portfolio, and one hotel was removed.

removed and 17 Staybridge Suites hotels under the Group’s management were renovated as part of a renovation program by the owner, Hospitality Properties Trust.

Candlewood Suites

   Americas
 

Average room rate $(1)

   62.3072.68  

Room numbers(2)

   28,25328,675  

(1)For the year ended December 31, 2010;2012; quoted at constant US$US dollar exchange rate. Average room rate is for comparable Candlewood Suites hotels.

(2)At December 31, 2010.2012.

Candlewood Suites is the Group’s North American-focused midscale extended stay brand that gives itsprovides guests all the essentials they need forwith a home-like stay at great value. Shortly after being acquired by IHG in 2003, Candlewood Suites won J.D. Power’s awardA trust system has always prevailed for highest extended stay guest satisfaction in North America in 2004 whilst also ranking first inthis brand — the Market Metrix Hospitality Index survey“Candlewood Cupboard” which is a convenient place for customer satisfaction. Candlewood Suites continuesthe Group’s guests to leadstock up on essentials and treats on an honor system and the way in midscale extended stay lodging, with the most properties under development.

newly launched “Lending Locker” enables guests to borrow kitchen apparatus, such as coffee grinders.

The Candlewood Suites brand is operated under management contracts and franchise agreements. At December 31, 2010,2012, there were 288299 Candlewood Suites hotels, which represented 4% of the Group’s total rooms, all of which were located in theThe Americas. During 2010, 352012, a net 14 hotels were added to the portfolio and one hotel was removed.

59 Candlewood Suites hotels under management by the Group were renovated by the owner, Hospitality Properties Trust, as part of the Group’s commitment to deliver a great brand for guests.

Hotel Indigo

             
  Americas EMEA Asia Pacific
 
Average room rate $(1)
  104.36   204.65    
Room numbers(2)
  4,254   110   184 

   Americas   Europe   Greater China 

Average room rate $(1)

   125.74     224.60     183.13  

Room numbers(2)

   4,307     949     405  

(1)For the year ended December 31, 2010;2012; quoted at constant US$US dollar exchange rate. Average room rate is for comparable Hotel Indigo hotels.

(2)At December 31, 2010.2012.

Hotel Indigo is the Group’s boutique brand, and youngestthe world’s first global boutique hotel brand launched in 2004, and focusesfocused on a guest that appreciatesguests who appreciate art and design and that is seeking affordable luxury.who want to experience something different. Hotel Indigo provides guests with the refreshing design and intimate service experience synonymous with a boutique alonghotel, aligned with the consistency, reliability, and accessibility of a branded hotel. Each hotel is unique and reflects its local neighborhood with local murals and images, a vibrant color palette and locally sourced and seasonal menu items.

neighbourhood story.

The Hotel Indigo brand is principally operated under franchise agreements. At December 31, 2010,2012, there were 3850 Hotel Indigo hotels, 3537 located in theThe Americas. During 2010, five2012, 13 hotels were added to the portfolio, and notwo hotels were removed.


29


EVEN Hotels

EVEN Hotels was launched in February 2012, following extensive customer research, in order to create a brand that meets a traveler’s holistic wellness needs. EVEN is aimed at business and leisure travelers who are looking for a wellness experience in a hotel stay at a mainstream price point. The Group is investing up to $150 million in establishing the brand, owning and managing the first hotels to ensure the brand achieves its potential and market share growth in the US. During 2012, the Group signed the first EVEN hotel, in the heart of midtown Manhattan, New York.

HUALUXE Hotels & Resorts

HUALUXE was officially launched in March 2012 and is the first international upscale hotel brand designed specifically for Chinese guests, to take advantage of both the supply and demand side opportunities the Group sees in China. The brand is tailored to address the specific needs of domestic Chinese guests focusing on the unique aspects of Chinese etiquette, the importance of rejuvenation, status recognition and local customs and heritage. It will enable the Group to expand in China’s key gateway cities but will also drive growth in its

secondary cities where a specifically Chinese offer is appealing. The brand could open in key global gateway cities in the future as outbound travelers from China are forecasted to reach 100 million in the next 10-15 years. During 2012, the Group signed 15 hotels for the brand.

Geographical Analysis

Although it has worldwide hotel operations, the Group is most dependent on theThe Americas for operating profit, reflecting the structure of the branded global hotel market. The Americas region generated 63% of the Group’s operating profit before central overheads and exceptional operating items during 2010.

2012.

The geographical analysis, split by number of rooms and operating profit, is set out in the table below.

             
  Americas EMEA Asia Pacific
  (% of total)
 
Room numbers(1)
  68   19   13 
Regional operating profit (before central overheads and exceptional operating items)(2)
  63   22   15 

   Americas   Europe   AMEA   Greater China 
   (% of total) 

Room numbers(1)

   67     15     9     9  

Regional operating profit (before central overheads and exceptional operating items)(2)

   63     15     11     11  

(1)At December 31, 2010.2012.

(2)For the year ended December 31, 2010.2012.

Americas

In theThe Americas, the largest proportion of rooms is operated under the franchise business model (89%(91% of rooms in the Americas operate under this model) primarily in the midscale segment (Holiday Inn and Holiday Inn Express). Similarly, in the upscale segment, Crowne Plaza is predominantly franchised, whereas the majority of the InterContinental branded hotels are operated under franchise and management agreements. With 3,4583,555 hotels (439,375(449,617 rooms), theThe Americas represented 68%67% of the Group’s room count and 63% of the Group’s operating profit before central overheads and exceptional operating items during the year ended December 31, 2010.2012. The key profit producing region is the United States, although the Group is also represented in each of Latin America, Canada, Mexico and the Caribbean.

EMEAEurope

In EMEA,Europe, the largest proportion of rooms is operated under the franchise business model primarily in the midscale segment (Holiday Inn and Holiday Inn Express). Similarly, in the upscale segment, Crowne Plaza is predominantly franchised whereas the majority of the InterContinental branded hotels are operated under management agreements. Comprising 694628 hotels (120,852(102,027 rooms) at the end of 2010, EMEA2012, Europe represented 22%15% of the Group’s room count and 15% of the Group’s operating profit before central overheads and exceptional operating items during the year ended December 31, 2010.2012. Profits are primarily generated from hotels in the United Kingdom and Continental European gateway cities and the Middle East portfolio.

cities.

Asia PacificAMEA

In Asia Pacific, the largest proportionAMEA, almost 82% of rooms are operated under the managed business model. The majority of hotels are in the midscale and upscale segments. Comprising 285232 hotels (86,934(62,737 rooms) at December 31, 2010, Asia Pacific represents 15%2012, AMEA represented 9% of the Group’s room count and 11% of the Group’s operating profit before central overheads and exceptional operating items during the year ended December 31, 2010.2012.

Greater China

In Greater China, almost 96% of rooms are operated under the managed business model. The Chinese tourism market continues to grow, withmajority of hotels are in the country forecast to become onemidscale and upscale segments. Comprising 187 hotels (61,601 rooms) at December 31, 2012, Greater China represented 9% of the world’s biggest tourist destinations within 10 years.Group’s room count and 11% of the Group’s operating profit before central overheads and exceptional operating items during the year ended December 31, 2012. At December 31, 20102012 there were 160 hotels (50,916 rooms) in the Group had 145 hotels in Greater China and a further 147 hotels in development.


30pipeline.


The following table shows information concerning the geographical locations and ownership of the Group’s hotels as at December 31, 2010.
                                 
  Franchised Managed Owned and leased Total
  Hotels Rooms Hotels Rooms Hotels Rooms Hotels Rooms
 
Americas
                                
InterContinental  27   7,616   26   10,015   3   1,489   56   19,120 
Crowne Plaza  191   50,761   18   6,312         209   57,073 
Holiday Inn(1)
  787   137,691   28   8,825   3   1,059   818   147,575 
Holiday Inn Express  1,846   159,615   1   252         1,847   159,867 
Staybridge Suites  137   14,280   44   5,501   2   233   183   20,014 
Candlewood Suites  211   18,934   77   9,319         288   28,253 
Hotel Indigo  31   3,639   3   405   1   210   35   4,254 
Other        22   3,219         22   3,219 
                                 
Total  3,230   392,536   219   43,848   9   2,991   3,458   439,375 
                                 
EMEA
                                
InterContinental  10   2,278   51   16,540   3   1,293   64   20,111 
Crowne Plaza  71   15,888   27   7,053         98   22,941 
Holiday Inn  245   38,250   80   14,695         325   52,945 
Holiday Inn Express  194   23,241   3   312   1   153   198   23,706 
Staybridge Suites  1   183   4   565         5   748 
Hotel Indigo  2   110               2   110 
Other        2   291         2   291 
                                 
Total  523   79,950   167   39,456   4   1,446   694   120,852 
                                 
Asia Pacific
                                
InterContinental  6   1,814   44   16,889   1   495   51   19,198 
Crowne Plaza  3   482   78   25,659         81   26,141 
Holiday Inn  9   1,826   94   27,573   1   198   104   29,597 
Holiday Inn Express  1   138   29   7,517         30   7,655 
Hotel Indigo        1   184         1   184 
Other  11   2,574   7   1,585         18   4,159 
                                 
Total  30   6,834   253   79,407   2   693   285   86,934 
                                 
Total
                                
InterContinental  43   11,708   121   43,444   7   3,277   171   58,429 
Crowne Plaza  265   67,131   123   39,024         388   106,155 
Holiday Inn(1)
  1,041   177,767   202   51,093   4   1,257   1,247   230,117 
Holiday Inn Express  2,041   182,994   33   8,081   1   153   2,075   191,228 
Staybridge Suites  138   14,463   48   6,066   2   233   188   20,762 
Candlewood Suites  211   18,934   77   9,319         288   28,253 
Hotel Indigo  33   3,749   4   589   1   210   38   4,548 
Other  11   2,574   31   5,095         42   7,669 
                                 
Total  3,783   479,320   639   162,711   15   5,130   4,437   647,161 
                                 
2012.

   Franchised   Managed   Owned and leased   Total 
   Hotels   Rooms   Hotels   Rooms   Hotels   Rooms   Hotels   Rooms 

Americas

                

InterContinental

   28     7,737     22     8,529     3     1,490     53     17,756  

Crowne Plaza

   172     45,243     11     3,487               183     48,730  

Holiday Inn(1)(2)

   792     137,956     26     8,010     2     695     820     146,661  

Holiday Inn Express

   1,930     168,146     1     252               1,931     168,398  

Staybridge Suites

   157     16,572     26     3,215               183     19,787  

Candlewood Suites

   238     21,124     61     7,551               299     28,675  

Hotel Indigo

   34     3,792     3     515               37     4,307  

Other

   3     7,279     46     8,024               49     15,303  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   3,354     407,849     196     39,583     5     2,185     3,555     449,617  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Europe

                

InterContinental

   8     1,912     20     6,565     2     917     30     9,394  

Crowne Plaza

   72     16,640     12     2,926               84     19,566  

Holiday Inn(2)

   224     35,136     64     11,474               288     46,610  

Holiday Inn Express

   210     24,657     2     246               212     24,903  

Staybridge Suites

   4     605                         4     605  

Hotel Indigo

   10     949                         10     949  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   528     79,899     98     21,211     2     917     628     102,027  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

AMEA

                

InterContinental

   6     1,956     58     18,455     1     380     65     20,791  

Crowne Plaza

   7     1,399     58     17,160               65     18,559  

Holiday Inn(2)

   20     3,950     54     13,283     1     207     75     17,440  

Holiday Inn Express

   9     2,127     3     750               12     2,877  

Staybridge Suites

             2     304               2     304  

Other

   6     1,428     7     1,338               13     2,766  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   48     10,860     182     51,290     2     587     232     62,737  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Greater China

                

InterContinental

   1     570     20     8,300     1     503     22     9,373  

Crowne Plaza

             60     21,452               60     21,452  

Holiday Inn(2)

   2     1,476     62     19,301               64     20,777  

Holiday Inn Express

   1     138     36     9,315               37     9,453  

Hotel Indigo

             3     405               3     405  

Other

             1     141               1     141  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   4     2,184     182     58,914     1     503     187     61,601  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

                

InterContinental

   43     12,175     120     41,849     7     3,290     170     57,314  

Crowne Plaza

   251     63,282     141     45,025               392     108,307  

Holiday Inn(1)(2)

   1,038     178,518     206     52,068     3     902     1,247     231,488  

Holiday Inn Express

   2,150     195,068     42     10,563               2,192     205,631  

Staybridge Suites

   161     17,177     28     3,519               189     20,696  

Candlewood Suites

   238     21,124     61     7,551               299     28,675  

Hotel Indigo

   44     4,741     6     920               50     5,661  

Other

   9     8,707     54     9,503               63     18,210  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   3,934     500,792     658     170,998     10     4,192     4,602     675,982  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)IncludesIncluded Holiday Inn Club Vacations (6(10 hotels, 2,8923,701 rooms) within franchised..

(2)Included Holiday Inn Resort properties (Americas 17 hotels, 4,240 rooms; Europe 3 hotels, 362 rooms; AMEA 14 hotels, 3,311 rooms and Greater China 3 hotels, 893 rooms).

Room Count and Pipeline

During 2010,2012, the Group’s global system (the number of hotels and rooms which are franchised, managed, owned or leased by the Group) remained in line with 2009 at 4,437Group increased by 122 hotels (647,161(17,634 rooms).

Openings of 259226 hotels (35,744(33,922 rooms) were driven in particular, by continued expansion in the US, and China and offsetparticularly within the removal of 260 hotels (35,262 rooms).

In Asia Pacific, demand for upscale brands (InterContinental, Crowne Plaza and Hotel Indigo) contributed 65% of total room openings in the region.


31


The Holiday Inn brand family relaunch is substantially complete with 2,956which opened more than 11,000 rooms over 2012, and Greater China. The level of removals fell from 198 hotels (89%(33,078 rooms) in 2011 to 104 hotels (16,288 rooms) in 2012, as anticipated following the completion of the total Holiday Inn brand family) open under the updated signage and brand standards at December 31, 2010. During 2010, the removal of non-brand-conforming hotels contributed to the total removal of 247 Holiday Inn and Holiday Inn Express hotels (30,892 rooms).
relaunch.

At the end of 2010,2012, the pipeline totaled 1,2751,053 hotels (204,859(169,030 rooms). The Group’s pipeline represents hotels and rooms where a contract has been signed and the appropriate fees paid.

Signings of 319 hotels (55,598 rooms) represent an increase in rooms signed from 2009 levels. Demonstrating the The continued global demand for the Group’s brands globally,is demonstrated by over 50% of pipeline rooms being outside of The Americas region, including 30% in Greater China.

Excluding 25 hotels (4,796 rooms) signed as part of the rooms pipeline is now outsideUS government’s Privatization of Army Lodgings initiative in 2011, signings increased from 331 hotels (50,628 rooms) to 356 hotels (53,812 rooms). Signings during 2012 included 15 hotels for the Americas region. There were 25 hotel signings (3,025 rooms)HUALUXE brand, as well as the first signing for Hotel Indigo as it gains real momentum in Europe and Asia Pacific where, together, 12 hotels (1,456 rooms) were signed. The Group also entered into an InterContinental Alliance relationship with the Las Vegas Sands Corp. to bring the 6,874 all-suite Venetian and Palazzo Resorts into the Group’s system in 2011.

EVEN brand.

During 2010,2012, the opening of 35,74433,922 rooms contributed to a net pipeline decline of 5,50411,454 rooms. Terminations fromActive management out of the pipeline in 2010 totaled 25,358of deals that have become dormant or no longer viable contributed to a reduction of 31,344 rooms, representing a decrease of 21% compared with 2009. Terminations occur for a number of reasons such as the withdrawal of financing and changes in local market conditions.

11.8% over 2011.

There are no assurances that all of the hotels in the pipeline will open. The construction, conversion and development of hotels is dependent upon a number of factors, including meeting brand standards, obtaining the necessary permits relating to construction and operation, the cost of constructing, converting and equipping such hotels and the ability to obtain suitable financing at acceptable interest rates. The supply of capital for hotel development in the United States and major economies may not continue at previous levels and consequently the pipeline could decrease.

Americas

The Americas hotel and room count in 2010 decreasedthe year increased by 2182 hotels (5,979(7,419 rooms) to 3,4583,555 hotels (439,375(449,617 rooms). Openings of 194148 hotels (20,980(16,618 rooms) included key openings of the InterContinental New York Times Square and the first Staybridge Suites in New York, taking IHG’s room count in New York city to 6,570. The113 Holiday Inn brand family generatedhotels (12,566 rooms), representing more than 70% of openings for the region. Six Hotel Indigo openings (639 rooms) helped the brand reach the 50 property milestone globally by the end of 1372012. 22 hotels (13,446(1,927 rooms) opened as Staybridge Suites hotels and Candlewood Suites hotels, the Group’s extended stay brands, Staybridge Suites and Candlewood Suites, achieved openings of 41brands. 66 hotels (3,862 rooms). Removals of 215 hotels (26,959(9,199 rooms) were mainlyremoved from Holiday Inn and Holiday Inn Express hotels.

the system in 2012, compared to 153 hotels (24,284 rooms) in 2011.

The Americas pipeline totaled 890670 hotels (102,509(72,573 rooms) as at December 31, 2010. Overall signings2012. Signings of 30,223 rooms were flat on 2009 as slow real estate and construction activity continued into 2010. Notable signings226 hotels (25,536 rooms) included the InterContinental Alliance established with the Las Vegas Sands Corp., and the re-entry to the Hawaii market with173 hotels (18,866 rooms) in the Holiday Inn Beachcomber Resortbrand family, as well as the first signing for the EVEN brand, a flagship property in Waikiki Beach.

EMEA
During 2010, EMEA hotel and room countthe heart of midtown Manhattan, New York. The pipeline decreased by one hotel (a net increase of 556105 hotels (11,877 rooms) compared to 694 hotels (120,852 rooms). Activity included openings of 33 hotels (5,767 rooms) and removals of 34 hotels (5,211 rooms). The net decrease of seven Holiday Inn and Holiday Inn Express hotels comprised 25 openings and 32 removals.
The pipeline in EMEA increased by one hotel (a net decrease of 26 rooms) to 153 hotels (31,435 rooms). There were 9,303 room signings in 2010, with continued demand for the Group’s brands in the UK and Germany. Demand was particularly strong in the midscale segment which represented 61% of room signings. There were eight signings for the Group’s lifestyle brand, Hotel Indigo, including four in the UK and entry into new markets in Lisbon, Madrid and Berlin. There were also six Crowne Plaza signings including the strategic markets of Istanbul, St Petersburg and Amsterdam.
2011.

Asia PacificEurope

Asia Pacific

During 2012, Europe hotel and room count increased by 2116 hotels (5,905(2,142 rooms) to 285628 hotels (86,934(102,027 rooms). Openings of 3239 hotels (8,997(5,477 rooms) included 31 hotels in the Holiday Inn brand family (4,233 rooms). Hotel Indigo continued to build momentum in the region, with five hotel openings, doubling the system size in Europe for the brand. 23 hotels (3,335 rooms) were partially offsetremoved from the system in 2012.

The Europe pipeline totaled 91 hotels (15,184 rooms) as at December 31, 2012. Signings of 48 hotels (7,023 rooms) increased from 2011 levels and included 35 hotels (5,489 rooms) in the Holiday Inn brand family, including the first two Holiday Inn Express hotels in Russia. Seven Hotel Indigo hotels (572 rooms) were signed, including three more hotels in the UK and firsts for the brand in France, Spain and Israel. 16 hotels (3,044 rooms) were removed from the pipeline in 2012. The pipeline decreased by the removal of 11 hotels (3,092 rooms). The growth


32


was driven by 24 hotel openings in 17 cities across Greater China (7,253 rooms), seven hotels (1,477(1,498 rooms) more thancompared to 2011.

AMEA

The AMEA hotel and room count in 2009. This included key hotel openings in Shanghai of the InterContinental at the Expo site and the Hotel Indigo on the Bund, the first opening for this brand in Asia Pacific. Across the region 65% of rooms opened were in upscale brands (InterContinental, Crowne Plaza and Hotel Indigo).

The pipeline in Asia Pacificyear increased by 19four hotels (5,741(1,654 rooms) to 232 hotels (70,915(62,737 rooms). Pipeline growth was evenly balanced betweenThe level of openings increased from 10 hotels (2,907 rooms) in 2011 to 16 hotels (4,243 rooms) in 2012. These included four hotels for the Greater China market (nine hotels, 3,128 rooms) and Asia Australasia (10 hotels, 2,613 rooms)InterContinental brand, including six hotel signingsthe 197-room InterContinental Danang Sun Peninsula Resort in India taking its total pipeline to 10,073 rooms.
AcrossVietnam, as well as the region there were 18first Holiday Inn Express signings, more than doublehotels in Bahrain, India and Thailand. Six Crowne Plaza hotels (1,777 rooms) were opened in 2012, including resort locations in Thailand and Jordan. 12 hotels (2,589 rooms) were removed from the number for this brandsystem in 2009, indicating the potential for midscale growth2012.

The AMEA pipeline totaled 132 hotels (30,357 rooms) as at December 31, 2012. Signings of 36 hotels (7,866 rooms) included 24 hotels (4,657 rooms) in the region. In Vietnam two new Holiday Inn resortsbrand family. In addition, six InterContinental hotels (1,728 rooms) were signed, including resort locations in Thailand and Australia. 10 hotels (2,850 rooms) were removed from the pipeline in 2012, compared to 32 hotels (8,243 rooms) in 2011. The pipeline increased by 10 hotels (773 rooms) compared to 2011.

Greater China

The Greater China hotel and room count in the prime beachfront locationsyear increased by 20 hotels (6,419 rooms) to 187 hotels (61,601 rooms). Openings of Cam Ranh Bay23 hotels (7,584 rooms) included the Holiday Inn Macao Cotai Central (1,224 rooms), the largest Holiday Inn in the world. Eight Crowne Plaza hotels (2,996 rooms) and Phu Quoc. Theretwo Hotel Indigo hotels (224 rooms) were alsoopened in 2012.

The Greater China pipeline totaled 160 hotels (50,916 rooms) as at December 31, 2012. Signings of 46 hotels (13,387 rooms) increased from 38 hotels (12,112 rooms) in 2011 and included 15 hotels for the newly launched HUALUXE brand, together with 12 Crowne Plaza signings, includinghotels (4,527 rooms). 12 hotels (4,655 rooms) were removed from the Crowne Plaza Lumpini Parkpipeline in Bangkok.

                         
  Hotels Rooms
      Change
     Change
Global hotel and room count at December 31,
 2010 2009 over 2009 2010 2009 over 2009
 
Analyzed by brand                        
InterContinental  171   166   5   58,429   56,121   2,308 
Crowne Plaza  388   366   22   106,155   100,994   5,161 
Holiday Inn(1)
  1,247   1,325   (78)  230,117   243,460   (13,343)
Holiday Inn Express  2,075   2,069   6   191,228   188,007   3,221 
Staybridge Suites  188   182   6   20,762   19,885   877 
Candlewood Suites  288   254   34   28,253   25,283   2,970 
Hotel Indigo  38   33   5   4,548   4,030   518 
Other  42   43   (1)  7,669   8,899   (1,230)
                         
Total  4,437   4,438   (1)  647,161   646,679   482 
                         
Analyzed by ownership type                        
Franchised(1)
  3,783   3,799   (16)  479,320   483,541   (4,221)
Managed  639   622   17   162,711   157,287   5,424 
Owned and leased  15   17   (2)  5,130   5,851   (721)
                         
Total  4,437   4,438   (1)  647,161   646,679   482 
                         
2012. The pipeline increased by 11 hotels (1,148 rooms) compared to 2011.

   Hotels  Rooms 
Global hotel and room count at December 31,  2012   2011   Change
over 2011
  2012   2011   Change
over 2011
 

Analyzed by brand:

           

InterContinental

   170     169     1    57,314     57,598     (284

Crowne Plaza

   392     387     5    108,307     105,104     3,203  

Holiday Inn(1)

   1,247     1,240     7    231,488     228,256     3,232  

Holiday Inn Express

   2,192     2,114     78    205,631     196,666     8,965  

Staybridge Suites

   189     179     10    20,696     19,567     1,129  

Candlewood Suites

   299     285     14    28,675     27,500     1,175  

Hotel Indigo

   50     39     11    5,661     4,564     1,097  

Other

   63     67     (4  18,210     19,093     (883
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

Total

   4,602     4,480     122    675,982     658,348     17,634  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

Analyzed by ownership type:

           

Franchised

   3,934     3,832     102    500,792     489,071     11,721  

Managed

   658     637     21    170,998     164,993     6,005  

Owned and leased

   10     11     (1  4,192     4,284     (92
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

Total

   4,602     4,480     122    675,982     658,348     17,634  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

(1)IncludesIncluded Holiday Inn Club Vacations (6(2012: 10 hotels, 2,8923,701 rooms; 2011: 7 hotels, 2,928 rooms) and Holiday Inn Resort properties (2012: 37 hotels, 8,806 rooms; 2011: 32 hotels, 7,809 rooms).

   Hotels  Rooms 
Global pipeline at December 31,  2012   2011   Change
over 2011
  2012   2011   Change
over 2011
 

Analyzed by brand:

           

InterContinental

   48     51     (3  15,713     17,623     (1,910

Crowne Plaza

   98     108     (10  31,183     34,643     (3,460

Holiday Inn(1)

   243     267     (24  44,988     50,750     (5,762

Holiday Inn Express

   452     470     (18  51,760     52,201     (441

Staybridge Suites

   71     95     (24  7,544     10,026     (2,482

Candlewood Suites

   78     94     (16  6,742     8,062     (1,320

Hotel Indigo

   47     59     (12  5,869     7,179     (1,310

HUALUXE

   15          15    4,904          4,904  

EVEN

   1          1    230          230  

Other

                 97          97  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

Total

   1,053     1,144     (91  169,030     180,484     (11,454
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

Analyzed by ownership type:

           

Franchised

   744     853     (109  82,901     96,513     (13,612

Managed

   309     291     18    86,129     83,971     2,158  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

Total

   1,053     1,144     (91  169,030     180,484     (11,454
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

(1)Included Holiday Inn Club Vacations (nil in 2012; 2011 1 hotel, 658 rooms) and Holiday Inn Resort properties (12 hotels, 2,390 rooms in both 2010 and 2009)2012; 2011 15 hotels, 3,037 rooms).


33

Seasonality


                         
  Hotels Rooms
      Change
     Change
Global pipeline at December 31,
 2010 2009 over 2009 2010 2009 over 2009
 
Analyzed by brand                        
InterContinental  60   63   (3)  19,374   20,173   (799)
Crowne Plaza  123   129   (6)  38,994   38,555   439 
Holiday Inn  313   338   (25)  57,505   59,008   (1,503)
Holiday Inn Express  494   563   (69)  53,219   57,756   (4,537)
Staybridge Suites  101   123   (22)  10,760   13,360   (2,600)
Candlewood Suites  120   169   (49)  10,506   14,851   (4,345)
Hotel Indigo�� 62   53   9   7,627   6,660   967 
Other  2      2   6,874      6,874 
                         
Total  1,275   1,438   (163)  204,859   210,363   (5,504)
                         
Analyzed by ownership type                        
Franchised  970   1,158   (188)  113,940   126,386   (12,446)
Managed  305   280   25   90,919   83,977   6,942 
                         
Total  1,275   1,438   (163)  204,859   210,363   (5,504)
                         
Seasonality
Although the performance of individual hotels and geographic markets might be highly seasonal due to a variety of factors such as the tourist trade and local economic conditions, the geographical spread of the Group’s hotels in nearly 100 countries and territories and the relative stability of the income stream from franchising and management activities, diminishes, to some extent, the effect of seasonality on the results of the Group.

Competition

The Group’s hotels compete with a wide range of facilities offering various types of lodging options and related services to the public. The competition includes several large and moderate sized hotel chains offering upper, mid and lower priced accommodation and also includes independent hotels in each of these market segments, particularly outside of North America where the lodging industry is much more fragmented. Major hotel chains which compete with the Group include Marriott International, Inc., Starwood Hotels & Resorts Worldwide, Inc., Choice Hotels International, Inc., Best Western International, Inc., Hilton Hotels Corporation, Wyndham Worldwide Corporation, Four Seasons Hotels Inc. and Accor S.A. The Group also competes with non-hotel options, such as timeshare offerings and cruises.

RevPAR

The following tables present RevPAR statistics for the year ended December 31, 20102012 and a comparison to 2009.2011. RevPAR is a meaningful indicator of performance because it measuresperiod-over-period change in rooms revenue for comparable hotels. RevPAR is calculated by dividing rooms revenue for comparable hotels by room nights available to guests for the period.

Franchised, managed, owned and leased statistics are for comparable hotels, and include only those hotels in the Group’s system atbetween January 1, 2011 and December 31, 20102012, therefore excluding new hotels, hotels closed for major refurbishment and franchised, managed, owned or leased by the Group since January 1, 2009.

34

hotels sold during that period.


The comparison with 20092011 is at constant US$US dollar exchange rates.
                         
  Franchised Managed Owned and leased
    Change vs
   Change vs
   Change vs
  2010 2009 2010 2009 2010 2009
 
Americas
                        
InterContinental                        
Occupancy  58.5%  3.3%pts  68.7%  4.7%pts  79.4%  0.4%pts
Average daily rate $124.05   (0.3)% $170.14   2.7% $223.15   8.1%
RevPAR $72.54   5.7% $116.93   10.2% $177.22   8.7%
Crowne Plaza                        
Occupancy  58.3%  3.3%pts  70.7%  3.4%pts      
Average daily rate $97.79   (1.5)% $125.36   1.2%      
RevPAR $57.04   4.5% $88.63   6.2%      
Holiday Inn                        
Occupancy  58.1%  2.8%pts  68.9%  4.0%pts  72.5%  1.5%pts
Average daily rate $94.10   (0.9)% $106.74   0.9% $106.24   (2.1)%
RevPAR $54.64   4.1% $73.56   7.1% $76.98   (0.1)%
Holiday Inn Express                        
Occupancy  61.8%  3.0%pts  80.3%  5.2%pts      
Average daily rate $95.45   (0.7)% $133.96   2.4%      
RevPAR $58.95   4.4% $107.59   9.5%      
Staybridge Suites                        
Occupancy  70.4%  6.7%pts  75.3%  6.9%pts  76.7%  8.5%pts
Average daily rate $92.17   (2.8)% $98.16   (3.5)% $89.10   (5.9)%
RevPAR $64.91   7.4% $73.96   6.3% $68.38   5.9%
Candlewood Suites                        
Occupancy  67.1%  5.2%pts  71.9%  8.7%pts      
Average daily rate $66.92   (5.0)% $57.13   (8.8)%      
RevPAR $44.88   3.0% $41.10   3.7%      
Hotel Indigo                        
Occupancy  59.0%  6.7%pts  62.7%  3.3%pts      
Average daily rate $102.99   (0.7)% $111.17   2.6%      
RevPAR $60.76   12.0% $69.65   8.4%      


35


   Franchised  Managed  Owned and leased 
   2012  Change vs
2011
  2012  Change vs
2011
  2012  Change vs
2011
 

Americas

       

InterContinental

       

Occupancy

   63.5  2.6%pts   75.1  3.2%pts   81.4  0.1%pts 

Average daily rate

   127.55    2.9  205.58    5.7  261.26    7.3

RevPAR

   81.00    7.4  154.32    10.5  212.68    7.4

Crowne Plaza

       

Occupancy

   61.9  0.9%pts   71.6  (3.6)%pts         

Average daily rate

   109.57    3.9  117.95    9.1        

RevPAR

   67.88    5.4  84.40    3.8        

Holiday Inn

       

Occupancy

   62.4  1.6%pts   72.4  0.3%pts   69.4  (5.1)%pts 

Average daily rate

   100.30    3.2  125.03    9.2  107.76    0.2

RevPAR

   62.56    5.9  90.57    9.6  74.78    (6.7)% 

Holiday Inn Express

       

Occupancy

   65.6  1.5%pts   84.7  2.7%pts         

Average daily rate

   101.97    3.6  172.29    12.0        

RevPAR

   66.92    6.1  145.95    15.8        

Staybridge Suites

       

Occupancy

   74.6  1.5%pts   71.7  (6.1)%pts         

Average daily rate

   101.60    3.9  116.41    6.7        

RevPAR

   75.81    6.0  83.49    (1.7)%         

Candlewood Suites

       

Occupancy

   70.5  1.3%pts   66.7  (8.1)%pts         

Average daily rate

   74.26    4.0  68.53    11.3        

RevPAR

   52.33    6.0  45.68    (0.8)%         

Hotel Indigo

       

Occupancy

   68.7  3.7%pts   72.8  6.9%pts         

Average daily rate

   123.03    3.0  140.33    7.5        

RevPAR

   84.51    8.8  102.22    18.6        

Other

          

Occupancy

           89.2  8.4%pts         

Average daily rate

           97.61    (0.9)%         

RevPAR

           87.03    9.5        

   Franchised  Managed  Owned and leased 
   2012  Change vs
2011
  2012  Change vs
2011
  2012  Change vs
2011
 

Europe

       

InterContinental

       

Occupancy

   60.0  (0.6)%pts   65.8  (1.5)%pts   83.5  2.4%pts 

Average daily rate

   248.42    0.9  195.75    0.6  452.50    2.2

RevPAR

   149.08    (0.2)%   128.79    (1.7)%   377.66    5.2

Crowne Plaza

       

Occupancy

   68.5  0.3%pts   77.5  1.6%pts         

Average daily rate

   131.81    0.9  147.25    0.4        

RevPAR

   90.24    1.3  114.04    2.6        

Holiday Inn

       

Occupancy

   65.4  0.0%pts   75.8  1.4%pts         

Average daily rate

   112.78    1.8  111.37    0.2        

RevPAR

   73.77    1.8  84.40    2.0        

Holiday Inn Express

       

Occupancy

   70.4  0.5%pts   45.7  0.3%pts         

Average daily rate

   93.13    1.8  68.46    (7.2)%         

RevPAR

   65.56    2.6  31.31    (6.6)%         

Staybridge Suites

       

Occupancy

   78.5  4.7%pts                 

Average daily rate

   110.30    (3.1)%                 

RevPAR

   86.58    3.0                

Hotel Indigo

       

Occupancy

   92.4  0.2                

Average daily rate

   224.60    4.1                

RevPAR

   207.56    4.2                

  Franchised  Managed  Owned and leased 
  2012  Change vs
2011
  2012  Change vs
2011
  2012  Change vs
2011
 

AMEA

      

InterContinental

      

Occupancy

  70.9  (2.8)%pts   66.8  3.0%pts   66.2  (5.3)%pts 

Average daily rate

  221.50    8.4  214.87    1.1  136.82    (2.8)% 

RevPAR

  157.05    4.2  143.59    5.9  90.54    (10.0)% 

Crowne Plaza

      

Occupancy

  70.3  0.4%pts   72.2  3.1%pts         

Average daily rate

  131.19    2.3  143.00    (1.1)%         

RevPAR

  92.17    2.9  103.31    3.3        

Holiday Inn

      

Occupancy

  69.5  2.3%pts   73.3  2.3%pts   78.6  (8.6)%pts 

Average daily rate

  123.23    6.7  120.46    0.9  162.69    2.7

RevPAR

  85.65    10.3  88.23    4.3  127.96    (7.3)% 

Holiday Inn Express

      

Occupancy

  61.7  2.8%pts                 

Average daily rate

  76.15    14.2                

RevPAR

  46.98    19.7                

Staybridge Suites

      

Occupancy

          82.2  2.7%pts         

Average daily rate

          140.02    (1.8)%         

RevPAR

          115.04    1.6        

Other

      

Occupancy

  72.8  0.1%pts   66.9  5.6%pts         

Average daily rate

  133.59    1.8  97.84    (2.5)%         

RevPAR

  97.3    2.0  65.48    6.4        

                         
  Franchised Managed Owned and leased
    Change vs
   Change vs
   Change vs
  2010 2009 2010 2009 2010 2009
 
EMEA
                        
InterContinental                        
Occupancy  57.3%  1.0%pts  65.8%  4.3%pts  76.5%  2.9%pts
Average daily rate $283.71   0.5% $210.41   (1.9)% $359.89   7.1%
RevPAR $162.68   2.3% $138.55   4.9% $275.43   11.4%
Crowne Plaza                        
Occupancy  66.9%  4.7%pts  75.6%  2.7%pts      
Average daily rate $135.32   (0.8)% $156.14  ��(4.7)%      
RevPAR $90.48   6.7% $118.03   (1.2)%      
Holiday Inn                        
Occupancy  64.7%  4.4%pts  71.6%  1.3%pts      
Average daily rate $117.37   2.2% $111.30   0.9%      
RevPAR $75.99   9.6% $79.73   2.7%      
Holiday Inn Express                        
Occupancy  69.8%  3.0%pts  50.8%  4.1%pts  70.2%  9.7%pts
Average daily rate $95.23   1.3% $75.33   (9.8)% $110.30   11.7%
RevPAR $66.43   5.9% $38.26   (2.0)% $77.49   29.5%
Staybridge Suites                        
Occupancy        74.3%  7.7%pts      
Average daily rate       $112.18   (3.1)%      
RevPAR       $83.39   8.0%      
Hotel Indigo                        
Occupancy  93.4%  7.4%pts            
Average daily rate $204.65   2.2%            
RevPAR $191.16   11.1%            
                         
  Franchised Managed Owned and leased
    Change vs
   Change vs
   Change vs
  2010 2009 2010 2009 2010 2009
 
Asia Pacific
                        
InterContinental                        
Occupancy  69.7%  1.2%pts  66.9%  6.1%pts  71.1%  5.9%pts
Average daily rate $181.67   9.6% $165.41   1.9% $358.55   5.7%
RevPAR $126.65   11.5% $110.59   12.2% $254.97   15.3%
Crowne Plaza                        
Occupancy  59.0%  2.5%pts  67.7%  6.8%pts      
Average daily rate $125.74   (0.5)% $104.93   1.6%      
RevPAR $74.21   4.0% $71.05   12.9%      
Holiday Inn                        
Occupancy  74.7%  2.6%pts  67.3%  5.5%pts  90.1%  5.4%pts
Average daily rate $84.20   (1.3)% $88.51   5.2% $129.34   (0.5)%
RevPAR $62.86   2.2% $59.57   14.5% $116.52   5.8%
Holiday Inn Express                        
Occupancy  61.3%  (2.4)%pts  66.2%  9.5%pts      
Average daily rate $47.79   (6.4)% $45.61   13.7%      
RevPAR $29.27   (9.9)% $30.20   32.6%      
Other                        
Occupancy  70.3%  4.7%pts  77.0%  2.4%pts      
Average daily rate $108.52   (6.2)% $92.30   (6.5)%      
RevPAR $76.31   0.5% $71.03   (3.5)%      
   Franchised  Managed  Owned and leased 
   2012  Change vs
2011
  2012  Change vs
2011
  2012  Change vs
2011
 

Greater China

       

InterContinental

       

Occupancy

   82.3  (1.1)%pts   59.5  4.0%pts   77.8  2.8%pts 

Average daily rate

   239.27    4.8  144.18    2.1  395.30    2.9

RevPAR

   196.85    3.5  85.76    9.5  307.62    6.7

Crowne Plaza

       

Occupancy

           57.3  (0.8)%pts         

Average daily rate

           100.55    3.3        

RevPAR

           57.58    1.9        

Holiday Inn

       

Occupancy

   81.0  3.3%pts   63.0  0.2%pts         

Average daily rate

   47.93    (7.2)%   82.95    3.7        

RevPAR

   38.84    (3.2)%   52.29    4.1        

Holiday Inn Express

       

Occupancy

   79.1  3.1%pts   71.7  5.2%pts         

Average daily rate

   33.86    (5.4)%   50.22    4.8        

RevPAR

   26.79    (1.5)%   36.01    13.1        

Hotel Indigo

       

Occupancy

           54.7  16.4%pts         

Average daily rate

           183.13    2.3        

RevPAR

           100.08    46.0        

36

Regulation


Regulation
Both in the United Kingdom and internationally, the Group’s hotel operations are subject to regulation, including health and safety, zoning and similar land use laws as well as regulations that influence or determine wages, prices, interest rates, construction procedures and costs.

TRADEMARKS

Group companies own a substantial number of service brands upon which it is dependent and the Group believes that its significant trademarks are protected in all material respects in the markets in which its brands currently operate.

ORGANIZATIONAL STRUCTURE

Principal operating subsidiary undertakings

InterContinental Hotels Group PLC was the beneficial owner of all of the equity share capital, either itself or through subsidiary undertakings, of the following companies during the year. The companies listed below include those which principally affect the amount of profit and assets of the Group.

Six Continents Limited(a)(

a)

Hotel Inter-Continental London Limited(a)(

a)

IHG Hotels Limited(a)(

a)

Six Continents Hotels, Inc.(b)(

b)

Inter-Continental Hotels Corporation(b)(

b)

111 East 48th Street Holdings, LLC(b)(

b)

InterContinental Hotels Group Resources, Inc.(b)(

b)

InterContinental Hong Kong Limited(c)

Société Nouvelle du Grand Hotel SA(d)

(a)Incorporated in Great Britain and registered in England and Wales.

(b)Incorporated in the United States.

(c)Incorporated in Hong Kong.

(d)Incorporated in France.


37


PROPERTY, PLANT AND EQUIPMENT

Group companies own and lease properties throughout the world, principally hotels but also offices. The table below analyzes the net book value of the Group’s property, plant and equipment at December 31, 2010. Approximately 45%2012.

Net book value at December 31, 2012

  Americas   Europe   AMEA   Greater
China
   Total 
   ($ million) 

Land and buildings.

   300     274     11     264     849  

Fixtures, fittings and equipment

   50     77     25     55     207  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   350     351     36     319     1,056  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In addition, there were two hotels, the InterContinental New York Barclay and the InterContinental London Park Lane, with a total net book value of $524 million that were classified as held for sale at December 31, 2012.

Including assets classified as held for sale, approximately 40% of hotel properties by value were directly owned, with 50%55% held under leases having a term of 50 years or longer.

                 
Net book value at December 31, 2010
 Americas EMEA Asia Pacific Total
  ($ million)
 
Land and buildings  495   523   317   1,335 
Fixtures, fittings and equipment  119   146   90   355 
                 
   614   669   407   1,690 
                 
Approximately 85%

Including assets classified as held for sale, approximately 90% of the net book value relates to the top five owned and leased hotels (in terms of value) of a total of 1510 hotels, including $183$187 million relating to assets held under finance leases.

There were no assets classified as held for sale at December 31, 2010. Subsequent to December 31, 2010, four hotels, including the InterContinental Barclay in New York, met the “held for sale” criteria of IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations.” Three of the properties are located in North America and one in Australia, and all are expected to be sold within the next 12 months. The fair value less estimated costs to sell for each property exceeds its net book value.

Contracts placed for expenditure on property, plant and equipment not included in the Consolidated Financial Statements at December 31, 20102012 amounted to $10$66 million.

Charges over one hotel totaling $85$89 million exist as security provided to the Group’s pension plans.

ENVIRONMENT
With over 4,400 hotels globally and almost 1,300 in the pipeline, the Group has an opportunity to make

As a positive difference in the communities in which it operates.

As suchleading hotel company, the Group is committed to:
• Implementing sound environmental practices in the design, development and operation of its hotels;
• Encouraging the development and integration of sustainable technologies;
• Endeavoring to reduce its use of energy, water and re-use and recycle the resources consumed by its business wherever practical;
• Engaging its customers, colleagues, hotel owners, suppliers and contractors in its efforts to protect the environment;
• Providing the training and resources required to meet its objectives;
• Monitoring, recording and benchmarking its environmental performance on a regular basis;
• Making business decisions taking into account these commitments; and
• Communicating its policies, practices and programs to all its stakeholders.
Corporate responsibility (“CR”)in a particularly strong position to help make tourism increasingly responsible. That is central to the waywhy for the Group, does business. Acting responsibly createsResponsible Business underpins all of the Group’s strategic priorities. The Group aims to harness the role hotels play in society in order to create shared value for its brands whilebusiness, its guests, the environment and the communities where it operates, whether that is conserving and protecting resources, helping its hotelslocal people build skills and improve their employability or providing refuge when disaster strikes. Corporate responsibility is an essential element of doing business responsibly.

The Group’s corporate responsibility ambition is to manage costs, drive revenuetransform hospitality for more sustainable communities and be prepared for the future.better lives. It also keeps the Group in tune with the thinking of its stakeholders, and supports its missionworks to champion and protect the Group’s trusted reputation, which in turn reinforces trust in the Group’s brands, builds competitive advantage and strengthens its corporate reputation.

The Group is focused on developing betterfind innovative ways to design, build and run hotels that can fulfill the Group’s brand promises, tackle the environmental and social challenges it faces and create shared value for the Group and its hotels. stakeholders.

The Group’s strategy is based on innovation and collaboration.


38


•  Innovation— the Group develops innovative concepts and technologies, and works closely with its partners to find creative solutions to the challenges it faces.
•  Collaboration— the Group’s stakeholders play a key role in helping it identify and tackle its priorities. Stakeholders include guests and corporate clients, hotel owners and franchise holders, local communities, employees, shareholders, suppliers, academic institutions, non-government organizations, governments and industry-specific institutions.
The Group’s innovation and collaborationGroup focuses its corporate responsibility activities are focused on thein two areas that make most sense to its business and where it believes it can make the most difference — the environment and the local community.

Environmental sustainability — the Group drives environmental sustainability through its online environmental management platform Green Engage; and

Sustainable communities — the Group creates local economic opportunity, particularly through the IHG Academy, and it provides shelter when disaster strikes through the IHG Shelter in its communities. The Group’s CR strategy focuses on two main pillars:

•  Environment — reduce energy use in the Group’s owned and managed estate by between 6% and 10% over three years(2010-2012) via the use of Green Engage; and
•  Communities— generate local economic opportunities, particularly through the ‘‘IHG Academy’’, and provide support through disaster relief.
a Storm Programme.

Environmental sustainability

The Group chooses not simplyis committed to mitigatedesigning, building and operating more environmentally sustainable hotels, something it believes is essential to being a Responsible Business and delivering Great Hotels Guests Love. Through Green Engage, the Group’s online environmental management platform, it provides its greenhouse gas emissions through the purchase of voluntary carbon offsets. hotel owners with a roadmap to develop and operate more sustainable hotels.

Green Engage

The Group believes that as a global organization with operations in many markets, its biggest contribution towards cutting greenhouse gas emissions will come from delivering real emission cuts — through innovating new and better ways to design, build and run its hotels — not through offsetting.

The Group’s key programs include;
•  Green Engage— Green Engage is the Group’s innovative online sustainability management system, which launched in 2009 and, which defines the Group’s vision of a sustainable hotel. Green Engage is designed to help hotels reduce energy costs, with hotels achieving energy savings of up to 25%. The system, which has recently received a LEED (Leadership in Energy and Environmental Design) endorsement, allows hotels to track, measure and report on their energy, water and waste, and recommends actions that will cut energy bills without compromising the guest experience. The Group is the world’s first hotel company to be awarded LEED endorsement for an existing hotel program, further cementing its place as an industry leader in sustainability.
•  ‘‘IHG Academy’’ — The ‘‘IHG Academy’’ is a public/private partnership with education providers and community organizations that helps the Group create local economic opportunities.
•  The Innovation Hotel— The Group’s online ‘‘innovation hotel’’ takes visitors on a tour of the model hotel of the future, pointing out practical solutions and technology that can make its hotels greener and more efficient.
Over 1,000environmental impact of the Group’s hotels are registeredis managed through every stage of the hotel lifecycle by Green Engage. Green Engage tracks the use of energy, carbon and the management of waste in the Group’s properties along with the associated costs. An important feature in Green Engage is Green Solutions — over 200 actions a property can implement to usereduce its environmental impact. Green Engage can help hotels become up to 25% more energy efficient, so it makes both environmental and financial sense.

In 2012, the Group continued to invest in Green Engage, adding new features such as the carbon calculator, energy and water benchmarks and multi-unit reporting. As at December 31, 2012, 2,219 of the Group’s hotels were enrolled in Green Engage and 2,000 individuals are registered as users.its user base has since grown to over 2,260 hotels. The Group’s aim is to have its entire global system using itestate tracking, managing and reporting its environmental impact over time.

Sustainable communities

The Group’s scale gives it a real opportunity to improve and transform the lives of local people in the communities where the Group operates. Its community strategy, which sets out how it can seek to create local economic opportunity, is critical to achieving economic success and delivering Great Hotels Guests Love. In 20112012 the Group continued to increase the focus on the community, successfully expanding both the IHG Academy program and the IHG Shelter in a Storm Programme.

IHG Academy

The IHG Academy is a collaboration between individual Group hotels or corporate offices and local education providers and/or community organizations providing local people with the opportunity to develop skills and improve their employment prospects in one of the world’s largest hotel companies.

Within a consistent framework, each IHG Academy is tailored to meet the needs of local communities as well as hotels around the world.

Currently the Group has over 150 IHG Academy programs in 37 countries around the world and its vision is to have as many Group hotels as possible participating in an IHG Academy. The Group’s ability to build skills and raise aspirations across hundreds of communities continues to show the Group’s commitment to this program.

IHG Shelter in a Storm Programme

Through the IHG Shelter in a Storm Programme, the Group’s hotels receive guidance on when and how best to respond when natural or man-made disasters occur. The Group’s global partnership with CARE allows it to draw on expertise in humanitarian assistance and helps it find appropriate partners in the area when disaster strikes, directing help to where it is needed.

The IHG Shelter Fund, a pool of funds from the fundraising efforts of the Group’s hotels and corporate offices, is a key element of the IHG Shelter in a Storm Programme, enabling the Group to respond quickly when disaster strikes, instead of waiting to raise funds after the event.

In 2012, $545,000 was raised for the IHG Shelter in a Storm Programme and the fund was put into action to support 10 disasters in six countries, including responding to severe flooding and a cyclone in Fiji, Superstorm Sandy on the US East Coast, flooding in Manila and the UK, wildfires in Colorado and Hurricane Isaac on the US Gulf Coast.

In 2013, the Group will launch version 2.0 of Green Engage based on feedback from existing users. The new version retains allcontinue to enhance environmental sustainability, create local economic opportunity and to engage stakeholders to champion the featurescorporate responsibility agenda and benefits ofprotect the original but is easier to use with better benchmarking.

Group’s trusted reputation.

ITEM 4A.UNRESOLVED STAFF COMMENTS

None.

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

INTRODUCTION

Business and Overviewoverview

The Group is an international hotel business which owns a portfolio of established and diverse hotel brands, including InterContinental Hotels & Resorts, Crowne Plaza Hotels & Resorts, Holiday Inn Hotels & Resorts (including Holiday Inn Club Vacations), Holiday Inn Express, Staybridge Suites, Candlewood Suites and Hotel Indigo. At December 31, 2010,2012, the Group had 4,4374,602 franchised, managed, owned and leased hotels and 647,161


39


675,982 guest rooms in nearly 100 countries and territories around the world. The Group also manages the hotel loyalty program, Priority Club Rewards.
Rewards (the Group announced on March 26, 2013 that it will be enhancing and renaming the Priority Club Rewards program as “IHG Rewards Club” from July 2013).

In the first quarter 2012, the Group launched two new brands. EVEN Hotels is aimed at business and leisure travelers who are looking for a wellness experience in a hotel stay at a mainstream price point. HUALUXE Hotels & Resorts is the first international upscale hotel brand designed specifically for Chinese guests, to take advantage of both the supply and demand side opportunities the Group sees in China.

The Group’s revenue and earnings are derived from hotel operations, which include franchise and other fees paid under franchise agreements, management and other fees paid under management contracts, where the Group operates third-parties’ hotels, and operation of the Group’s owned hotels.

Operational Performanceperformance

Revenue increased by 5.9%3.8% to $1,628$1,835 million and operating profit before exceptional items increased by 22.3%9.8% to $444$614 million during the year12 months ended December 31, 2010.

2012.

Fee revenue, which is Group revenue excluding revenue from owned and leased hotels, significant liquidated damages received in 2012 and 2011 and properties that are structured for legal reasons as operating leases, but with the same characteristics as management contracts, increased by 6.8% when translated at constant currency (applying 2011 exchange rates).

The 20102012 results reflect a return tocontinued RevPAR growth in a recovering global market,each of the regions, with an overall RevPAR increase of 6.2% led by occupancy. 2010 fourth quarter comparable RevPAR increased 8.0% compared to the same quarter in 2009,5.2%, including a 2.4%3.2% increase in average daily rate. During 2010, average daily rateThe results also benefited from overall system size growth of 2.7% year-on-year to 675,982 rooms. Group RevPAR growth remained robust for the InterContinentalyear, reflecting favorable supply and Holiday Inn brandsdemand dynamics in the US over 2012, although trading was also adversely affected by the impact of Eurozone uncertainty as well as industry-wide challenges in Greater China in the latter part of the year related to the political leadership change.

Operating profit improved in each of the regions. RevPAR growth of 6.1% in The Americas helped drive an operating profit increase of $42 million (9.5%), after excluding the benefit of a $3 million liquidated damages receipt in 2012 and a $10 million liquidated damages receipt in 2011. Operating profit in Europe increased by 1.3%$11 million (10.6%), with RevPAR growth of 1.7%. Operating profit in AMEA increased by $13 million (17.3%), after adjusting for a $6 million liquidated damages receipt in 2011 and 0.5% respectively.

The $1 billion roll-out of the Holiday Inn brand family relaunch is substantially complete. By December 31, 2010, 2,956 hotels were converted globally under the relaunch program, representing 89% of all Holiday Inn hotels. The required improvement in quality standards contributed to the removaldisposal of a totalhotel asset and partnership interest that contributed $3 million in profits in 2011, reflecting RevPAR growth of 35,262 rooms from4.9%. Strong operating profit growth of $14 million in Greater China reflected an 11.6% increase in system size as well as 5.4% RevPAR growth.

Operating profit margin was 42.6%, up 2.0 percentage points on 2011 (a particularly strong result which the Group’s global system during 2010. In spiteGroup anticipates will revert back to move normal levels of this necessary reduction, the closing global room count was 647,161 rooms,growth in line with 2009 levels.

2013), after adjusting for owned and leased hotels, The Americas and Europe managed leases and significant liquidated damages received in 2012 and 2011.

The performance of the Group is evaluated primarily on a regional basis. The regional operations are split by business model: franchise agreement, management contract, and owned and leased operations. All three income types are affected by occupancy and room rates achieved by hotels, the ability to manage costs and the change in the number of available rooms through acquisition, development and disposition. Results are also impacted by economic conditions and capacity. The Group’s segmental results are shown before exceptional operating items, interest expense, interest income and income taxes.

CRITICAL ACCOUNTING POLICIES

The preparation of the financial statementsFinancial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statementsFinancial Statements and the reported amounts of revenues and costs and expense during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those relating to revenue recognition, bad debts, investments, property, plant and equipment, goodwill and intangible assets, income taxes, guest program liability, self insurance claims payable, restructuring costs, retirement benefits and contingencies and litigation.

Management bases its estimates and judgments on historical experience and on other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions and conditions.

The Group’s critical accounting policies are set out below.

Revenue recognition

Revenue is the gross inflow of economic benefits received and receivable by the Group on its own account where those inflows result in increases in equity.

Revenue is derived from the following sources: franchise fees; management fees; owned and leased properties and other revenues which are ancillary to the Group’s operations, including technology fee income.

Generally, revenue represents sales (excluding VAT and similar taxes) of goods and services, net of discounts, provided in the normal course of business and recognized when services have been rendered. The following is a description of the composition of revenues of the Group.


40


Franchise fees — received in connection with the license of the Group’s brand names, usually under long-term contracts with the hotel owner. The Group charges franchise royalty fees as a percentage of room revenue. Revenue is recognized when earned and realized or realizable under the terms of the agreement.
contract.

Management fees — earned from hotels managed by the Group, usually under long-term contracts with the hotel owner. Management fees include a base fee, which is generally a percentage of hotel revenue, and an incentive fee, which is generally based on the hotel’s profitability or cash flows. Revenue is recognized when earned and realized or realizable under the terms of the contract.

Owned and leased — primarily derived from hotel operations, including the rental of rooms and food and beverage sales from owned and leased hotels operated under the Group’s brand names. Revenue is recognized when rooms are occupied and food and beverages are sold.

In addition to management or franchise fees, hotels within the IHGGroup’s system pay cash assessments and contributions which are collected for specific use within the System Fund (the “Fund”).Fund. The Fund also receives proceeds from the sale of Priority Club Rewards points. The Group exerts significant influence over the operation of the Fund, however, the Fund is managed for the benefit of hotels in the system with the objective of driving revenues for the hotels. The Fund is used to pay for marketing, the Priority Club Rewards loyalty program and the global reservations system. The Fund is planned to operate at breakeven with any short-term timing surplus or deficit carried in the Consolidated statement of financial position within working capital. As all Fund income is designated for specific purposes and does not result in a profit or loss for the Group, the revenue recognition criteria as outlined in the accounting policy above are not met and therefore the income and expenses of the Fund are not included in the Consolidated income statement. Financial information relating to the Fund is included in Note 31 of Notes to the Consolidated Financial Statements.

Goodwill, intangible assets, and property, plant and equipment

Goodwill arising on acquisitions prior

Capitalized goodwill is not amortized but is subject to October 1, 1998 was eliminated against equity. From October 1, 1998 to December 31, 2003, acquired goodwill was capitalized and amortized over a period not exceeding 20 years. Since January 1, 2004, goodwill continued to be capitalized but amortization ceased as at that date, replaced by an impairment review on an annual basis or more frequently if there are indicators of impairment. The annual review is performed in the fourth quarter. Goodwill is allocated to cash-generating units for impairment testing purposes.

Intangible assets and property, plant and equipment are capitalized and amortized over their expected useful lives, and reviewed for impairment when events or circumstances indicate that the carrying value may not be recoverable. Assets that do not generate independent cash flows are combined into cash-generating units.

The impairment testing of individual assets or cash-generating units requires an assessment of the recoverable amount of the asset or cash-generating unit. If the carrying value of the asset or cash-generating unit exceeds its estimated recoverable amount, the asset or cash-generating unit is written down to its recoverable amount. Recoverable amount is the greater of fair value less cost to sell and value in use. Value in use is assessed based on estimated future cash flows discounted to their present value using a pre-tax discount rate that is based on the Group’s weighted average cost of capital adjusted to reflect the risks specific to the business model and territory of the cash-generating unit or asset being tested. The outcome of such an assessment is subjective, and the result sensitive to the assumed future cashflows to be generated by the cash-generating units or assets and discount rates applied in calculating the value in use. Any impairment arising is charged to the income statement.

With the exception of goodwill, impairment charges are reversed when there is a subsequent recovery in the recoverable amount of the asset arising from an increase in its service potential, either from use or from sale.

Following the full impairment of Americas managed goodwill in 2009, the remaining balance of goodwill of $92$93 million at December 31, 2010,2012, relates to Asia Australasia franchised and managed operations. Given the substantial valuation headroom relating to this goodwill, management believe that the carrying value of the cash-generating unit would only exceed its recoverable amount in the event of highly unlikely changes in the key assumptions.

During 2010,2012, a previously recorded impairment charge relating to a North American hotel was reversed in full following a re-assessment of its recoverable amount, based on the Group recognized totalmarket value of the hotel as determined by an independent professional property valuer. There were no impairment charges of $7 million across two asset categories as follows:

• Property, plant and equipment — $6 million in respect of one hotel in the Americas; and
• Other financial assets — $1 million in respect of two equity investments in North America.


41

in 2012.


The hotel impairment charge was measured by reference to value in use calculations using a pre-tax discount rate of 11.8%. Following the impairment charge, the hotel had a net book value of $4 million at December 31, 2010.
The equity investments were impaired following significant and prolonged declines in their fair value below cost. Following the impairment charges, the combined investments had a net book value of $5 million.
Income taxes

The Group provides for deferred tax in accordance with IAS 12 “Income Taxes” in respect of temporary differences between the tax base and carrying value of assets and liabilities including accelerated capital allowances, unrelieved tax losses, unremitted profits from overseas where the Group does not control remittance, gains rolled over into replacement assets, gains on previously revalued properties and other short-term temporary differences. Deferred tax assets are recognized to the extent that it is regarded as probable that the deductible temporary differences can be realized. The Group estimates deferred tax assets and liabilities based on current tax laws and rates, and in certain cases, business plans, including management’s expectations regarding the manner and timing of recovery of the related assets. Changes in these estimates may affect the amount of deferred tax liabilities or the valuation of deferred tax assets.

Provisions for tax contingencies require judgments on the expected outcome of tax exposures and ongoing tax audit discussions which may be subject to significant uncertainty, and therefore the actual results may vary from expectations resulting in adjustments to contingencies, the valuation of deferred tax assets and cash tax settlements.

During 2010,2012, an exceptional provision releasescredit of $7$141 million were made in relationarose, representing the recognition of $104 million of deferred tax assets, principally relating to pre-existing overseas tax losses, whose value has become more certain as a result of a change of law and the resolution of prior period tax matters, which have been settled or in respecttogether with the associated release of which the relevant statutory limitation period has expired.

$37 million of tax contingencies.

Loyalty program

The hotel loyalty program, Priority Club Rewards enables members to earn points, funded through hotel assessments, during each qualifying stay and redeem the points at a later date for free accommodation or other benefits. The future redemption liability is included in trade and other payables and is estimated using eventual redemption rates determined by actuarial methods and points values. Actuarial gains and losses on the future redemption liability are borne by the System Fund and any resulting changes in the liability would correspondingly adjust the amount of short-term timing differences held in the Group statement of financial position. The future redemption liability amounted to $531$623 million at December 31, 2010.

2012.

Pensions and other post-employment benefit plans

Accounting for pensions and other post-employment benefit plans requires the Group to make assumptions including, but not limited to, future asset returns, discount rates, rates of inflation, life expectancies and health care costs. The use of different assumptions could have a material effect on the accounting values of the relevant assets and liabilities which could result in a material change to the cost of such liabilities as recognized in the income statement over time. These assumptions are subject to periodic review. A sensitivity analysis to changes in various assumptions is included in Note 3 of Notes to the Consolidated Financial Statements.

OPERATING RESULTS

Accounting Principlesprinciples

The following discussion and analysis is based on the Consolidated Financial Statements of the Group, which are prepared in accordance with IFRS.

For the year ended December 31, 20102012 the results include exceptional items totaling a net chargecredit of $138 million (2011 $96 million credit, 2010 $4 million (2009 $80 million, 2008 $85 million)charge). For comparability of the periods presented, some performance indicators in this Operating and financial review and prospects discussion have been calculated after eliminating these exceptional items. Such indicators are prefixed with “adjusted”. An analysis of exceptional items is included in Note 5 of Notes to the Consolidated Financial Statements.


42


   Year ended December 31, 
       2012          2011          2010     
   ($ million) 

Total revenue

   1,835    1,768    1,628  
  

 

 

  

 

 

  

 

 

 

Operating profit before exceptional operating items

   614    559    444  

Exceptional operating items

   (4  57    (7
  

 

 

  

 

 

  

 

 

 

Operating profit

   610    616    437  

Net financial expenses

   (54  (62  (62
  

 

 

  

 

 

  

 

 

 

Profit before tax

   556    554    375  

Tax.

   (11  (81  (97
  

 

 

  

 

 

  

 

 

 

Profit after tax

   545    473    278  

Gain on disposal of assets, net of tax

           2  
  

 

 

  

 

 

  

 

 

 

Profit for the year

   545    473    280  
  

 

 

  

 

 

  

 

 

 

Earnings per ordinary share:

    

Basic

   189.5¢   163.7¢   97.2¢ 

Adjusted

   141.5¢   130.4¢   98.6¢ 

Average US dollar to sterling exchange rate

  $1:£0.63   $1:£0.62   $1:£0.65  

             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Total revenue  1,628   1,538   1,897 
             
Operating profit before exceptional operating items  444   363   549 
             
Exceptional operating items  (7)  (373)  (132)
             
Operating profit/(loss)  437   (10)  417 
Net financial expenses  (62)  (54)  (101)
             
Profit/(loss) before tax  375   (64)  316 
Tax  (97)  272   (59)
             
Profit after tax  278   208   257 
Gain on disposal of assets, net of tax  2   6   5 
             
Profit for the year  280   214   262 
             
Earnings per ordinary share:            
Basic  97.2¢   74.7¢   91.3¢ 
Adjusted  98.6¢   102.8¢   120.9¢ 
Year ended December 20102012 compared with year ended December 20092011

Revenue increased by 5.9%3.8% to $1,628$1,835 million and operating profit before exceptional items increased by 22.3%9.8% to $444$614 million during the year12 months ended December 31, 2010.

In 2010, the InterContinental Buckhead, Atlanta and the Holiday Inn Lexington were sold for $105 million and $5 million, respectively, with proceeds used to reduce net debt. These disposals resulted in a reduction in owned and leased revenue and operating profit of $19 million and $4 million, respectively, compared to 2009.
The average US dollar exchange rate to sterling strengthened during 2010 (2010 $1=£0.65, 2009 $1=£0.64). Translated at constant currency, applying 2009 exchange rates, revenue increased by 6.0% and operating profit increased by 22.3%.
2012.

Exceptional operating items

Exceptional operating items totaled a net loss of $7$4 million. Exceptional gains included a $23 million consistedimpairment reversal and the release of a litigation provision of $22 million, an impairment charge of $7 million, severance costs of $4 million and costs of $9 million liability no longer required relating to complete the Holiday Inn brand family relaunch offset by gains2003 demerger of $35the Group from Six Continents PLC. Exceptional charges included $16 million from the reorganization of the Group’s support functions together with a restructuring in the AMEA region, $2 million loss on disposal of assets, includingan interest in a $27hotel and $18 million profit on the salewrite-off of the InterContinental Buckhead, Atlanta.

Compared with the previous year, exceptional operating items in 2010 were significantly lower as 2009 was impacted by difficult trading which resulted in exceptional operating costs of $373 million, primarily due to the recognition of impairment charges, an onerous contract provision and the cost of office closures.
software.

Exceptional operating items are treated as exceptional by reason of their size or nature and are excluded from the calculation of adjusted earnings per ordinary share in order to provide a more meaningful comparison of performance.

Net financial expenses

Net financial expenses increased fromdecreased by $8 million to $54 million in 2009primarily due to $62 million in 2010, as the effect of the £250 million 6% bond offset lower netaverage debt levels and low interest rates. Average net debt levels in 2010 were lower than 2009 primarily as a result of improved trading, the disposal of the InterContinental Buckhead, Atlanta and a continuing focus on cash management.

43

levels.


Financing costs included $2 million (2009 $2(2011 $1 million) of interest costs associated with Priority Club Rewards where interest is charged on the accumulated balance of cash received in advance of the redemption points awarded. Financing costs in 20102012 also included $18$19 million (2009(2011 $18 million) in respect of the InterContinental Boston finance lease.

Taxation

The effective rate of tax on the combinedoperating profit, from continuing and discontinued operations, excluding the impact of exceptional items, was 26% (2009 5%27% (2011 24%). The rate was particularly low in 2009 due toExcluding the impact of prior year items relative to a lower level of profit than in 2010. By excluding the impact of prior year items, which are included wholly within continuing operations, the equivalent tax rate would be 35% (2009 42%30% (2011 36%). This rate is higher than the average UK statutory rate of 28%24.5% due mainly to certain overseas profits (particularly in the US) being subject to statutory rates higher than the UK statutory rate, unrelieved foreign taxes and disallowable expenses.

Taxation within exceptional items totaled a credit of $1$142 million (2009 $287(2011 $39 million) in respect of continuing operations.. This represented, primarily, the recognition of $104 million of deferred tax assets whose value has become more certain as a result of a change in law and the resolution of prior period tax matters, together with the associated release of exceptional provisions relating$37 million of provisions. In 2011 this related to a revision of the estimated tax matters which were settled during 2010, or in respectimpacts of which the statutory limitation period had expired, together with tax relief on exceptional costs, tax arising on disposals and also tax relating to an internal reorganization completed in 2010.

Net tax paid in 20102012 totaled $68$122 million (2009 $2(2011 $90 million) including $4$3 million paid (2009(2011 $1 million) in respect of disposals. Tax paid represents an effective rate of 22% (2011 16%) on total profits and is lower than the current periodeffective income statement tax charge,rate of 27% primarily due to the impact of deferred taxes (including the realization of assets such as tax losses), the receipt of refunds in respect of prior years together withand provisions for tax for which no payment of tax washas currently been made.

Detailed information concerning the Group’s tax position can be found in Notes 7 and 25 of Notes to the Consolidated Financial Statements.

The Group pursues a tax strategy that is consistent with its business strategy and its overall business conduct principles. This strategy seeks to ensure full compliance with all tax filing, payment and reporting obligations on the basis of communicative and transparent relationships with tax authorities. Policies and procedures related to tax risk management are subject to regular review and update and are approved by the Board.

Tax liabilities or refunds may differ from those anticipated, in particular as a result of changes in tax law, changes in the interpretation of tax law, or clarification of uncertainties in the application of tax law. Procedures to minimize risk include the preparation of thorough tax risk assessments for all transactions carrying tax risk and, where appropriate, material tax uncertainties are discussed and resolved with tax authorities in advance.

The Group’s contribution to the jurisdictions in which it operates includes a significant contribution in the form of taxes borne and collected, including taxes on its revenues and profits and in respect of the employment its business generates.

The Group earns approximately 60% of its revenues in the form of franchise, management or similar fees, with almost 90% of the Group’s branded hotels being franchised. In jurisdictions in which the Group does franchise business, the prevailing tax law will generally provide for the Group to be taxed in the form of local withholding taxes based on a percentage of fees rather than based on profits. Costs to support the franchise business are normally incurred regionally or globally and therefore profits for an individual franchise jurisdiction cannot be separately determined.

Earnings per ordinary share

Basic earnings per ordinary share in 20102012 was 97.2 cents,189.5¢, compared with 74.7 cents163.7¢ in 2009.2011. Adjusted earnings per ordinary share was 98.6 cents,141.5¢, against 102.8 cents130.4¢ in 2009.

2011.

Highlights for the year ended December 31, 20102012

The following is a discussion of the year ended December 31, 20102012 compared with the year ended December 31, 2009.

             
  Year ended
 Year ended
  
  December 31,
 December 31,
  
  2010 2009 Change
  ($ million) %
 
Revenue            
Americas  807   772   4.5 
EMEA  414   397   4.3 
Asia Pacific  303   245   23.7 
Central  104   124   (16.1)
             
Total  1,628   1,538   5.9 
             
Operating profit before exceptional operating items(1)
            
Americas  369   288   28.1 
EMEA  125   127   (1.6)
Asia Pacific  89   52   71.2 
Central  (139)  (104)  (33.7)
             
Total  444   363   22.3 
             
2011.

Group results

   Year ended
December 31,
2012
  Year ended
December 31,
2011
  Change 
   ($ million)  % 

Revenue

    

Americas

   837    830    0.8  

Europe

   436    405    7.7  

AMEA.

   218    216    0.9  

Greater China

   230    205    12.2  

Central

   114    112    1.8  
  

 

 

  

 

 

  

 

 

 

Total

   1,835    1,768    3.8  
  

 

 

  

 

 

  

 

 

 

Operating profit before exceptional operating items(1)

    

Americas

   486    451    7.8  

Europe

   115    104    10.6  

AMEA.

   88    84    4.8  

Greater China

   81    67    20.9  

Central

   (156  (147  (6.1
  

 

 

  

 

 

  

 

 

 

Total

   614    559    9.8  
  

 

 

  

 

 

  

 

 

 

(1)Operating profit before exceptional operating items does not include exceptional operating items for all periods presented. Exceptional operating items (charge unless otherwise noted) by region were Americas $8 million (2009 $301 million); EMEA credit of $3$23 million (2009 $22(2011 credit of $35 million); Asia Pacific $2Europe $4 million (2009 $7(2011 $39 million); AMEA $5 million (2011 credit of $26 million); Greater China $nil (2011 $nil); and Central $nil (2009 $43credit of $18 million (2011 credit of $35 million).


44


Revenue increased by 5.9%3.8% to $1,628$1,835 million and operating profit before exceptional items increased by 22.3%9.8% to $444$614 million during the year12 months ended December 31, 2010.
The 2010 results reflect a return to RevPAR growth in a recovering global market, with an overall RevPAR increase of 6.2% led by occupancy. 2010 fourth quarter comparable RevPAR increased 8.0% compared to the same quarter in 2009, including a 2.4% increase in average daily rate. During 2010, average daily rate for the InterContinental and Holiday Inn brands increased by 1.3% and 0.5% respectively.
The $1 billion roll-out of the Holiday Inn brand family relaunch2012.

Fee revenue, which is substantially complete. By December 31, 2010, 2,956 hotels were converted globally under the relaunch program, representing 89% of all Holiday Inn hotels. The required improvement in quality standards contributed to the removal of a total of 35,262 roomsGroup revenue excluding revenue from the Group’s global system during 2010. In spite of this necessary reduction, the Group’s closing global room count was 647,161 rooms, in line with 2009 levels.

The ongoing focus on efficiency across the Group largely sustained underlying cost reductions achieved in 2009. Regional and central overheads increased by $49 million, from $209 million in 2009 to $258 million in 2010, driven by incremental performance based incentive costs of $47 million and charges of $4 million relating to a self-insured healthcare benefit plan.
Primarily as a result of these actions taken across the Group to improve efficiencies, operating profit margin was 35.7%, up 1.1 percentage points on 2009, after adjusting for owned and leased hotels, Americas managed leases, significant liquidated damages received in 2009, an onerous contract provision established in 20092012 and non-payment of performance based incentive costs in 2009.
In 2010 the InterContinental Buckhead, Atlanta2011 and the Holiday Inn Lexington were sold for $105 million and $5 million respectively, with proceeds used to reduce net debt. These disposals resulted in a reduction in owned and leased revenue and operating profit of $19 million and $4 million, respectively, compared to 2009.
Americas
Americas Results
             
  Year ended
 Year ended
  
  December 31,
 December 31,
  
  2010 2009 Change
  ($ million) %
 
Revenue            
Franchised  465   437   6.4 
Managed  119   110   8.2 
Owned and leased  223   225   (0.9)
             
Total  807   772   4.5 
      ��      
Operating profit before exceptional operating items             
Franchised  392   364   7.7 
Managed  21   (40)  152.5 
Owned and leased  13   11   18.2 
             
   426   335   27.2 
Regional overheads  (57)  (47)  (21.3)
             
Total  369   288   28.1 
             
Revenue and operating profit before exceptional items increased by $35 million to $807 million (4.5%) and $81 million to $369 million (28.1%) respectively.
Franchised revenue increased by $28 million to $465 million (6.4%) and operating profit by $28 million to $392 million (7.7%) compared to 2009. Royalties growth was driven by RevPAR gains across all brands and by a 4.5% RevPAR increase in total. While franchised hotel and room count at December 31, 2010 was lower than at


45


December 31, 2009, the weighting of removals towards the end of 2010 meant that daily rooms available actually increased in 2010 from 2009 levels, further boosting royalty growth. Non royalty revenues and profits remained flat on 2009, as real estate financing for new activity remained constrained.
Managed revenue increased by $9 million to $119 million (8.2%) in line with the RevPAR growth of 7.5%. Operating profit increased by $61 million to $21 million from a $40 million loss in 2009. The loss in 2009 included a charge for priority guarantee shortfalls relating to a portfolio of hotels. A provision for onerous contracts was established on December 31, 2009 and further payments made during 2010 were charged against this provision. Excluding the effect of the provision, managed operating profit increased by $3 million, driven by RevPAR growth of 23.3% in Latin America.
Results from managed operations included revenues of $71 million (2009 $71 million) and operating profit of $1 million (2009 nil) from properties that are structured for legal reasons as operating leases, but with the same characteristics as management contracts.
Owned and leased revenue declined by $2 million to $223 million (0.9%) and operating profitcontracts, increased by $2 million to $13 million (18.2%)6.8% when translated at constant currency (applying 2011 exchange rates). Improving trading conditions led to a

The 2012 results reflect continued RevPAR growth in each of the regions, with an overall RevPAR increase of 6.4%5.2%, including an 8.1%a 3.2% increase atin average daily rate. The results also benefited from system size growth of 2.7% year-on-year to 675,982 rooms. Group RevPAR growth remained robust for the InterContinental New York Barclay. The disposal ofyear, reflecting favorable supply and demand dynamics in the InterContinental Buckhead, Atlanta in July 2010 and its subsequent conversion to a management contract resulted in reductions of $15 million in revenue and $4 million in operating profit when compared to 2009. The Holiday Inn LexingtonUS over 2012, although trading was also sold in March 2010, which led to a $4 million reduction in revenue and no reduction in operating profit compared to 2009. Excludingaffected by the impact of these two disposals, ownedEurozone uncertainty as well as industry-wide challenges in Greater China in the latter part of the year related to the political leadership change.

Operating profit improved in each of the regions. RevPAR growth of 6.1% in The Americas helped drive an operating profit increase of $42 million (9.5%), after excluding the benefit of a $3 million liquidated damages receipt in 2012 and leased revenuea $10 million liquidated damages receipt in 2011. Operating profit in Europe increased by $17$11 million (9.0%(10.6%), with RevPAR growth of 1.7%. Operating profit in AMEA increased by $13 million (17.3%), after adjusting for a $6 million liquidated damages receipt in 2011 and the disposal of a hotel asset and partnership interest that contributed $3 million in profits in 2011, reflecting RevPAR growth of 4.9%. Strong operating profit by $6 million (150.0%) compared to 2009.

Regional overheads increased by $10 million (21.3%) from $47growth of $14 million in 2009 to $57 millionGreater China reflected an 11.6% increase in 2010. The increase was attributable primarily to performance based incentives and $4 million from increased claims in a self-insured healthcare benefit plan.
EMEA
EMEA Results
             
  Year ended
 Year ended
  
  December 31,
 December 31,
  
  2010 2009 Change
  ($ million) %
 
Revenue            
Franchised  81   83   (2.4)
Managed  130   119   9.2 
Owned and leased  203   195   4.1 
             
Total  414   397   4.3 
             
Operating profit before exceptional operating items             
Franchised  59   60   (1.7)
Managed  62   65   (4.6)
Owned and leased  40   33   21.2 
             
   161   158   1.9 
Regional overheads  (36)  (31)  (16.1)
             
Total  125   127   (1.6)
             
Revenue increased by $17 million to $414 million (4.3%) and operating profit before exceptional items decreased by $2 million to $125 million (1.6%) compared to 2009. system size as well as 5.4% RevPAR growth.

At constant currency, revenuecentral overheads increased by $30from $147 million (7.6%)in 2011 to $158 million in 2012 ($156 million at actual currency), reflecting investment in infrastructure and capabilities to support the growth of the business.

Americas

   Year ended
December 31,
2012
  Year ended
December 31,
2011
  Change 
   ($ million)  % 

Revenue

    

Franchised

   541    502    7.8  

Managed

   97    124    (21.8

Owned and leased

   199    204    (2.5
  

 

 

  

 

 

  

 

 

 

Total

   837    830    0.8  
  

 

 

  

 

 

  

 

 

 

Operating profit before exceptional operating items

    

Franchised

   466    431    8.1  

Managed

   48    52    (7.7

Owned and leased

   24    17    41.2  
  

 

 

  

 

 

  

 

 

 
   538    500    7.6  

Regional overheads

   (52  (49  (6.1
  

 

 

  

 

 

  

 

 

 

Total

   486    451    7.8  
  

 

 

  

 

 

  

 

 

 

Revenue and operating profit before exceptional items increased by $3$7 million (2.4%(0.8%). Excluding $3 to $837 million and by $35 million (7.8%) to $486 million respectively. RevPAR increased 6.1%, with 4.1% growth in average daily rate. US RevPAR was up 6.3% in 2012 despite uncertainty regarding the presidential election and the “fiscal cliff” in the latter part of liquidated damages received in 2009,the year.

Franchised revenue at constant currency increased by 8.4% and operating$39 million (7.8%) to $541 million. Royalties growth of 8.7% was driven by RevPAR growth of 6.0%, including 6.1% for Holiday Inn Express, together with system size growth of 2.3%. Operating profit increased by 4.8%.


46

$35 million (8.1%) to $466 million.


FranchisedManaged revenue decreased by $27 million (21.8%) to $97 million and operating profit decreased by $2$4 million (7.7%) to $81 million (2.4%) and $1 million to $59 million (1.7%) respectively compared to 2009. At constant currency, revenue increased by 1.2%$48 million. Revenue and operating profit increased by 1.7% respectively.included $34 million (2011 $59 million) and $nil (2011 $1 million) respectively from managed leases. Excluding properties operated under this arrangement, as well as the impactbenefit of $3m ina $3 million liquidated damages receivedreceipt in 2009,2012 and a $10 million liquidated damages receipt in 2011, revenue and operating profit at constant currency increasedgrew by 5.0%$5m (9.1%) and 7.0%$4 million (9.8%) respectively. The underlying increaseGrowth was driven by a RevPAR increase of 7.6%. Revenues associated with new signings, relicensing7.3%, including 9.6% for Holiday Inn.

Owned and terminations decreased comparedleased revenue declined by $5 million (2.5%) to 2009 as real estate activity remained slow.

EMEA managed$199 million and operating profit grew by $7 million (41.2%) to $24 million. Excluding the impact of disposals, revenue increased by $11$4 million to $130 million (9.2%) and operating profit decreased by $3 million to $62 million (4.6%) compared to 2009. At constant currency, revenue increased by 10.9% while operating profit declined by 3.1%. Positive RevPAR growth in key European cities and markets, including growth of 14.8% in the Group’s managed properties in Germany, was offset by unfavorable trading across much of the Middle East where RevPAR declined overall by 0.7%. At the year end, a provision of $3 million was made for future estimated cash outflows relating to guarantee obligations for one hotel.
In the owned and leased estate, revenue increased by $8 million to $203 million (4.1%(2.1%) and operating profit increased by $7$8 million to $40 million (21.2%(50.0%), or at constant currency,. The increase in revenue and operating profit increasedwas driven by 8.2% and 27.3% respectively. RevPAR increase of 11.9% benefited from average daily rate growth of 6.5% across the year. The InterContinental London Park Lane and InterContinental Paris Le Grand delivered strongyear-on-year RevPAR growth of 15.0%6.3%, offset by the impact of the partial closure of an owned hotel in the Caribbean. The operating profit increase of $7 million included a $1 million year-on-year benefit from lower depreciation recorded for the InterContinental New York Barclay since the hotel was categorized as held for sale in the first quarter of 2011, after which no depreciation was charged, and 11.5% respectively. Margins improveda $3 million year-on-year benefit relating to one off reorganization costs at one hotel in both these hotels as the focus remained on cost control.
Regional overheads increased by $5 million to $36 million (16.1%) compared to 2009, mainly attributable to performance based incentive costs.
2011.

Asia PacificEurope

Asia Pacific Results
             
  Year ended
 Year ended
  
  December 31,
 December 31,
  
  2010 2009 Change
  ($ million) %
 
Revenue            
Franchised  12   11   9.1 
Managed  155   105   47.6 
Owned and leased  136   129   5.4 
             
Total  303   245   23.7 
             
Operating profit before exceptional operating items             
Franchised  7   5   40.0 
Managed  73   44   65.9 
Owned and leased  35   30   16.7 
             
   115   79   45.6 
Regional overheads  (26)  (27)  3.7 
             
Total  89   52   71.2 
             
Asia Pacific revenue

   Year ended
December 31,
2012
  Year ended
December 31,
2011
  Change 
   ($ million)  % 

Revenue

    

Franchised

   91    86    5.8  

Managed

   147    118    24.6  

Owned and leased

   198    201    (1.5
  

 

 

  

 

 

  

 

 

 

Total

   436    405    7.7  
  

 

 

  

 

 

  

 

 

 

Operating profit before exceptional operating items

    

Franchised

   65    65      

Managed

   32    26    23.1  

Owned and leased

   50    49    2.0  
  

 

 

  

 

 

  

 

 

 
   147    140    5.0  

Regional overheads

   (32  (36  11.1  
  

 

 

  

 

 

  

 

 

 

Total

   115    104    10.6  
  

 

 

  

 

 

  

 

 

 

Revenue and operating profit before exceptional items increased by $58$31 million (7.7%) to $303$436 million (23.7%) and by $37$11 million (10.6%) to $89$115 million (71.2%) respectively compared to 2009.

Continued strong economicrespectively. RevPAR increased by 1.7%, with 1.2% growth in the region was given a further boost by the World Expo held in Shanghai from May to October 2010. Resulting RevPAR growth in key Chinese cities was exceptional, with increases of 55.9% and 29.9% in Shanghai and Beijing respectively.
average daily rate despite challenging economic conditions across Europe.

Franchised revenue increased by $5 million (5.8%) to $91 million, whilst operating profit was flat at $65 million. At constant currency, revenue increased by $8 million (9.3%) and operating profit increased by $3 million (4.6%). Growth was mainly driven by an increase in royalties of 2.7% (7.5% at constant currency) reflecting RevPAR growth of 1.8%, together with system size growth of 4.0%.

Managed revenue increased by $29 million to $147 million (24.6%) and operating profit increased by $6 million (23.1%) to $32 million. Revenue and operating profit included $80 million (2011 $46 million) and $2 million (2011 $nil) respectively from managed leases. Excluding properties operated under this arrangement and on a constant currency basis, revenue decreased by $1 million (1.4%) reflecting a 4.3% decrease in system size partially offset by RevPAR growth of 1.0%. On the same basis, operating profit grew by $5 million (19.2%).

In the owned and leased estate, revenue decreased by $3 million (1.5%) to $198 million and operating profit increased by $1 million (2.0%) to $50 million. At constant currency and excluding the impact of disposals, revenue increased by $10 million (5.1%) and operating profit increased by $4 million (8.3%). The InterContinental London Park Lane and the InterContinental Paris Le Grand delivered year-on-year RevPAR growth of 8.0% and 2.5% respectively.

AMEA

   Year ended
December 31,
2012
  Year ended
December 31,
2011
  Change 
   ($ million)  % 

Revenue

    

Franchised

   18    19    (5.3

Managed

   152    151    0.7  

Owned and leased

   48    46    4.3  
  

 

 

  

 

 

  

 

 

 

Total

   218    216    0.9  
  

 

 

  

 

 

  

 

 

 

Operating profit before exceptional operating items

    

Franchised

   12    12      

Managed

   90    87    3.4  

Owned and leased

   6    5    20.0  
  

 

 

  

 

 

  

 

 

 
   108    104    3.8  

Regional overheads

   (20  (20    
  

 

 

  

 

 

  

 

 

 

Total

   88    84    4.8  
  

 

 

  

 

 

  

 

 

 

Revenue and operating profit before exceptional items increased by $2 million (0.9%) to $218 million and by $4 million (4.8%) to $88 million respectively. RevPAR increased 4.9%, with 1.2% growth in average daily rate, with robust trading in Southeast Asia and Japan, partly offset by continuing uncertainty impacting some markets in the Middle East.

On both a constant and actual currency basis, franchised revenue decreased by $1 million (5.3%) to $18 million and operating profit was flat at $12 million.

Managed revenue and operating profit increased by $1 million (9.1%(0.7%) to $152 million and by $3 million (3.4%) to $90 million respectively. At constant currency, excluding the benefit of a $6 million liquidated damages receipt in 2011 and after adjusting for the disposal of a hotel asset and partnership interest in Australia, which contributed $3 million to operating profit in 2011, revenue and operating profit increased by $7 million (4.8%) and $11 million (14.1%) respectively. RevPAR growth was 4.6% and although year-end system size was 7.1% higher than at the end of 2011, due to the phasing of openings towards the end of the year, rooms available during the year grew by only 2.2%. Operating profit in 2012 benefited from a $1 million increase in profit from an associate and $2 million lower year-on-year bad debt expense.

In the owned and leased estate, revenue and operating profit increased by $2 million (4.3%) to $7$48 million (40.0%and by $1 million (20.0%).


47 to $6 million respectively.


Greater China

   Year ended
December 31,
2012
  Year ended
December 31,
2011
  Change 
   ($ million)  % 

Revenue

    

Franchised

   3    2    50.0  

Managed

   89    77    15.6  

Owned and leased

   138    126    9.5  
  

 

 

  

 

 

  

 

 

 

Total

   230    205    12.2  
  

 

 

  

 

 

  

 

 

 

Operating profit before exceptional operating items

    

Franchised

   4    3    33.3  

Managed

   51    43    18.6  

Owned and leased

   45    37    21.6  
  

 

 

  

 

 

  

 

 

 
   100    83    20.5  

Regional overheads

   (19  (16  (18.8
  

 

 

  

 

 

  

 

 

 

Total

   81    67    20.9  
  

 

 

  

 

 

  

 

 

 

Revenue and operating profit before exceptional items increased by $25 million (12.2%) to $230 million and by $14 million (20.9%) to $81 million respectively. RevPAR increased 5.4% with 3.1% growth in average daily rate.

Franchised revenue increased by $1 million (50.0%) to $3 million and operating profit by $1 million (33.3%) to $4 million, boosted by the opening of the 1,224-room Holiday Inn Macao Cotai Central.

Managed revenue increased by $50$12 million (15.6%) to $155$89 million (47.6%) and operating profit increased by $29$8 million (18.6%) to $73 million (65.9%) compared to 2009. In addition to strong comparable$51 million. RevPAR performance, there was a positive contribution from recently opened hotels, with a 9% room increasegrowth of 5.6% reflected continued economic growth in the sizeregion, although the whole industry was affected in the latter part of the Asia Pacificyear by the 10-year political leadership change and the Diaoyu/Senkaku islands territorial dispute. There was also continued significant system size growth for the managed estate during 2010in the region (9.7% rooms growth in 2012 following a 10% increase14.2% rooms growth in 2009,2011).

Owned and a $4 million operating profit increase due to the collection of old or previously provided for debts.

In the owned and leased estate, revenue increased by $7$12 million (9.5%) to $136$138 million (5.4%) and operating profit increased by $5$8 million (21.6%) to $35 million (16.7%). These results were driven by$45m, with RevPAR growth of 6.7% at the InterContinental Hong Kong, where RevPARKong.

Regional costs increased 15.3% during 2010.

Regional overheads decreased by $1$3 million (18.8%) to $26$19 million (3.7%), with an increasereflecting increased investment in performance-based incentive costs offset byoperations and infrastructure in the effect of the 2009 restructuring.
region.

Central

             
  Year ended
 Year ended
  
  December 31,
 December 31,
  
  2010 2009 Change
  ($ million) %
 
Revenue  104   124   (16.1)
Gross central costs  (243)  (228)  (6.6)
             
Net central costs  (139)  (104)  (33.7)
             
             
During 2010, net

    Year ended
December 31,
2012
  Year ended
December 31,
2011
  Change 
   ($ million)  % 

Revenue

   114    112    1.8  

Gross central costs

   (270  (259  (4.2
  

 

 

  

 

 

  

 

 

 

Net central costs

   (156  (147  (6.1
  

 

 

  

 

 

  

 

 

 

Net central costs increased by $35$9 million from $104$147 million in 2011 to $139$156 million (33.7%(6.1%). The increase was primarily driven by an increase in performance based incentive costs where no payments were made on some plans in 2009.2012. At constant currency, net central costs increased by $36$11 million (34.6%(7.5%) compared. The movement was driven by investment in infrastructure and capabilities to 2009.

support the growth of the business. Central revenue mainly comprised technology fee income.

System Fund

             
  Year ended
 Year ended
  
  December 31,
 December 31,
  
  2010 2009 Change
  ($ million) %
 
Assessment fees and contributions received from hotels  944   875   7.9 
Proceeds from sale of Priority Club Rewards points  106   133   (20.3)
             
   1,050   1,008   4.2 
             

   Year ended
December 31,
2012
   Year ended
December 31,
2011
   Change 
   ($ million)   % 

Assessment fees and contributions received from hotels

   1,106     1,025     7.9  

Proceeds from sale of Priority Club Rewards points

   144     128     12.5  
  

 

 

   

 

 

   

 

 

 
   1,250     1,153     8.4  
  

 

 

   

 

 

   

 

 

 

In the year endedto December 31, 2010, System2012, Fund income increased by 4.2%8.4% to $1.1 billion$1,250 million primarily as a result of growth in hotel room revenues and marketing programs. Salerevenues. The increase in proceeds from the sale of Priority Club Rewards points declined by 20.3% due tomainly reflects the impactstrong performance of a special promotional program in 2009.

co-brand credit card schemes.

In addition to management or franchise fees, hotels within the Group’s system pay cash assessments and contributions which are collected by the Group for specific use within the Fund. The Fund also receives proceeds from the sale of Priority Club Rewards points. The Fund is managed for the benefit of hotels in the system with the objective of driving revenues for the hotels.

The Fund is used to pay for marketing, the Priority Club Rewards loyalty program and the global reservation system. The operation of the Fund does not result in a profit or loss for the Group and consequently the revenues and expenses of the Fund are not included in the Group Income Statement.

Consolidated income statement.

Highlights for the year ended December 31, 20092011

The following is a discussion of the year ended December 31, 20092011 compared with the year ended December 31, 2008.

2010, restated where appropriate to reflect the change in the Group’s geographical segments following an internal reorganization during 2011.

Group results

Revenue decreasedincreased by 18.9%8.6% to $1,538$1,768 million and operating profit before exceptional items decreasedincreased by 33.9%25.9% to $363$559 million during the year12 months ended December 31, 2009.2011.

The 2011 results reflect continued RevPAR growth, with an overall RevPAR increase of 6.2%, including a 2.5% increase in average daily rate. The results reflectalso benefit from overall system size growth of 1.7% year-on-year to 658,348 rooms. RevPAR growth remained strong throughout the challenging global


48


economic environment faced byyear across the Group throughout 2009. Group RevPAR fell 14.7% during the year, with declinesalthough there was some deterioration in both occupancy and rate. However, stabilizing occupancy levelsEurope in the fourth quarter indicated a slight rebound in tradingreflecting macroeconomic conditions which resulted in a RevPAR decline of 10.9% compared to the fourth quarter in 2008. Furthermore, the Group continued to achieve organic growth during the year, increasing its net room count by 4.3% or 26,828 rooms. The Group also made significant progress in the roll-outregion.

Operating profit improved in each of the Holiday Inn brand family relaunch,regions. RevPAR growth of 7.5% and 4.7% in The Americas and Europe respectively helped to drive operating profit increases of $82 million and $26 million in these regions. Operating profit in AMEA rose by $2 million despite an estimated adverse impact of the events of the Arab Spring and the natural disasters in Japan and New Zealand of $11 million. Continued strong economic growth in Greater China led to operating profit growth of $13 million as RevPAR grew by 10.7% and system size increased by 13.7%.

At constant currency, central overheads increased from $139 million in 2010 to $143 million in 2011 ($147 million at actual currency), driven by increased investment to support growth in the business, offsetting non-recurring bonus costs.

As a result of growth in the business, together with 1,697strong cost control, operating profit margin was 40.6%, up 4.9 percentage points on 2010, after adjusting for owned and leased hotels, converted globally at December 31, 2009.

In the year, the Group tookThe Americas and Europe managed leases and significant liquidated damages received in 2011. This growth approximates to one percentage point after adjusting for a number of actions to improve efficiency and reduce costs which led to a reduction in regional and central overheads of $95 million, from $304 million in 2008 to $209 million in 2009, including a $23 million favorable movement in foreign exchange.
one-off benefits.

Americas

Revenue and operating profit before exceptional items decreasedincreased by 19.8%$23 million (2.9%) to $772$830 million and 38.1%by $82 million (22.2%) to $288$451 million respectively comparedrespectively.

Franchised revenue increased by $37 million (8.0%) to 2008. Excluding$502 million. Royalties growth of 8.5% was driven by RevPAR gains across the receiptestate of significant liquidated damages of $137.2%, including 7.9% for Holiday Inn Express, and was further boosted by continued improvement in the royalty rate achieved. Operating profit increased by $39 million in 2008,(9.9%) to $431 million also benefiting from lower bad debt experience.

Managed revenue increased by $5 million (4.2%) to $124 million and operating profit declinedincreased by 18.7% and 36.3% respectively.

The region experienced challenging trading conditions throughout the year leading$31 million (147.6%) to RevPAR, revenue and profit declines across all ownership types. Despite RevPAR declines, the region’s US comparable hotels demonstrated outperformance relative to the US market.
Franchised revenue$52 million. Revenue and operating profit decreased by 11.7% to $437included $59 million and 14.6% to $364 million respectively, compared to 2008. This decrease was predominantly driven by a fall in royalty revenues as a consequence of a RevPAR decline of 14.3%. Revenues also included the impact of a decline in real estate activity leading to lower fees associated with activities such as the signing of new hotels and conversions. An increase in overall room supply partially offset the decline in revenue and profit.
Managed revenues decreased by 34.5% to $110 million during the year or, by 29.0% excluding the impact of $13 million in liquidated damages received in 2008. All brands were impacted by the economic downturn which resulted in RevPAR declines of 17.8%. Operating profit declined by $91 million ($78 million excluding liquidated damages) resulting in a loss of $40 million. The loss was due to the RevPAR driven revenue declines, the Group funding owner’s priority return shortfalls on a number of hotels managed by one owner and certain guarantee payments. At 2009 year end, an exceptional charge of $91 million was recognized comprising the write off of a deposit related to the priority return contracts and the total estimated net cash outflows to this owner under the guarantee. Therefore, future payments to this owner will be charged against the provision and will not impact operating results. The managed results also included the impact of provisions recognized following the devaluation of the Venezuelan currency and the potential impact of asset nationalization.
Results from managed operations include revenues of(2010 $71 million (2008 $88 million) and operating profit of $nil (2008 $6$1 million (2010 $1 million) respectively from properties that are structured, for legal reasons, as operating leases but with the same characteristics as management contracts.
Excluding properties operated under this arrangement, as well as the benefit of a $10 million liquidated damages receipt in 2011 and a $10 million year-on-year benefit from the conclusion of a specific guarantee negotiation relating to one hotel, revenue grew by $7 million. Growth was driven by a RevPAR increase of 8.8% across the estate. Although year-end system size was 6.0% lower than at the end of 2010, due to the phasing of removals towards the end of the year, rooms available during the year actually grew by 4.5%. Operating profit grew by $11 million on the same basis, also benefiting from increased joint venture distributions.

Owned and leased revenue declined by 25.0% to $225$19 million (8.5%) and operating profit decreasedgrew by 80.0%$4 million (30.8%) to $11$17 million. Underlying tradingIn the first half of the year, Staybridge Suites Denver Cherry Creek was drivensold and converted to a franchise contract, whilst Holiday Inn Atlanta Gwinnett Place and Hotel Indigo San Diego were sold and converted to management contracts. Excluding the year-on-year impact of these and prior year disposals, owned and leased revenue grew by $8 million (4.2%) and operating profit by $7 million (77.8%) reflecting RevPAR declines,growth of 10.3%, including the InterContinental brand with a decline of 28.2%. Trading11.2% at the InterContinental New York Barclay, in particular, was severely impacted by the collapse of the financial markets. Results also included the impact of the sale of the Holiday Inn Jamaica, sold in August 2008, which led toBarclay. Operating profit for 2011 includes a reduction in revenue and operating profit of $16$4 million and $2 million respectively when compared to 2008.

As a result of the declining real estate marketyear-on-year benefit from lower depreciation recorded for the InterContinental Buckhead, Atlanta and Staybridge Suites Denver Cherry Creek no longer metNew York Barclay since the criteria for designationhotel was categorized as held for sale assets and consequentlyin the resultsfirst quarter of these hotels are2011, subsequent to which no longer categorized as discontinued operations and comparative figures have been re-presented accordingly.
depreciation was charged. Operating profit growth was, however, adversely impacted by $3 million of one off reorganization costs relating to one hotel in 2011.

Regional overheads declined 29.9% during the year, from $67decreased by $8 million (14.0%) to $47 million. The favorable movement was driven by increased efficiencies and the impact$49 million, mainly reflecting a year-on-year reduction of an organizational restructuring undertaken to further align the regional structure with the requirements of the Group’s owners and hotels.


49

$6 million in costs for claims in a self-insured healthcare benefit plan.


Europe

EMEA
Revenue and operating profit before exceptional items decreasedincreased by 23.4%$79 million (24.2%) to $397$405 million and 25.7%by $26 million (33.3%) to $127$104 million respectively.

Franchised revenue increased by $10 million (13.2%) to $86 million and operating profit by $10 million (18.2%) to $65 million. At constant currency, revenue increased by 7.9% and operating profit increased by 12.7%. Growth was mainly driven by royalties growth of 11.4% (5.9% at constant currency) reflecting RevPAR growth of 4.0%, together with an increase in system size. Revenues associated with new signings, relicensing and terminations increased by $2 million.

Managed revenue increased by $48 million to $118 million (68.6%) and operating profit increased by $9 million to $26 million (52.9%). At constant currency, revenue increased by 61.4% whilst operating profit increased by 47.1%. During the year, two properties were converted from management contracts to an operating lease structure with the same characteristics as management contracts. Revenues recorded under the operating lease structure were $46 million in 2011 (2010 $nil), with operating profits of $nil (2010 $nil). Excluding the impact of properties under the operating lease structure and on a constant currency basis, operating profit increased by $8 million (47.1%) reflecting RevPAR growth of 5.5%, together with the year-on-year benefit of a $3 million charge in 2010 with regard to guarantee obligations for one hotel. On the same basis, revenue fell slightly as a result of a minor change in the allocation of income to the managed estate.

In the owned and leased estate, revenue increased by $21 million (11.7%) to $201 million and operating profit increased by $11 million (28.9%), or at a constant currency by 6.7% and 21.1% respectively. During the year, the Group exited from the lease for Holiday Inn Express Essen, with a minor impact on revenue and operating profit. RevPAR growth of 10.9% benefitted from average daily rate growth of 10.3% across the year. The InterContinental London Park Lane and the InterContinental Paris Le Grand delivered strong year-on-year RevPAR growth of 7.3% and 14.5% respectively.

AMEA

Revenue and operating profit before exceptional items increased by $3 million (1.4%) to $216 million and by $2 million (2.4%) to $84 million respectively. The region’s results were adversely impacted by the political instability throughout 2011 in the Middle East, together with the natural disasters in Japan and New Zealand.

Franchised revenue increased by $4 million (26.7%) to $19 million and operating profit by $4 million (50.0%) to $12 million. At constant currency, revenue increased by 20.0% and operating profit increased by 37.5%, which includes four properties which were converted from management contracts to franchise arrangements during the year. RevPAR in the franchised estate grew by 1.7%. Excluding Egypt, Bahrain and Japan, RevPAR grew by 4.4%.

Managed revenue decreased by 16.8%$4 million (2.6%) to $151 million and 22.8%, respectively.operating profit decreased by $1 million (1.1%) to $87 million. At constant currency, revenue decreased by 7.7% and operating profit by 5.7%. The region received significantevents of the Arab Spring together with the natural disasters in Japan and New Zealand had an estimated adverse impact of $11 million on the results, whilst there was a further $4 million adverse impact due to changes to certain management contract terms. Results did, however, benefit from a liquidated damages totaling $16receipt of $6 million in 2008during the year. RevPAR grew by 0.6% compared to 2010 and by 5.7% excluding Egypt, Bahrain and Japan.

In the owned and leased estate, revenue increased by $3 million in 2009. Excluding these receipts, revenue declined(7.0%) to $46 million and operating profit increased by 21.5%$1 million (25.0%), or at a constant currency by 9.3% and 25.0% respectively.

Greater China

Revenue and operating profit before exceptional items declinedincreased by 20.0%, and at constant currency by 14.7% and 16.8%, respectively.

During the year, RevPAR declines were experienced across the region, with declines in key markets ranging from 9.8% in the UK$27 million (15.2%) to 17.8% in Continental Europe.
Franchised revenue and operating profit decreased by 24.5% to $83 million and 20.0% to $60 million, respectively, or at constant currency by 18.2% and 13.3%, respectively. Excluding the impact of $3 million in liquidated damages received in 2009 and $7 million received in 2008, revenue and operating profit declined by 22.3% and 16.2% respectively, or at constant currency by 15.5% and 8.8% respectively. The decline was principally driven by RevPAR declines across Continental Europe and the UK, partly offset by a 6% increase in room count.
EMEA managed revenue and operating profit decreased by 29.2% to $119$205 million and by 31.6%$13 million (24.1%) to $65$67 million respectively, or at constant currencyrespectively.

Managed revenue increased by 25.0% and 29.5%, respectively. Excluding the impact of $9$17 million in liquidated damages received in 2008, revenue and operating profit declined by 25.2% and 24.4%, respectively, or at constant currency by 20.8% and 22.1%, respectively. The results were driven by managed RevPAR declines of 14.9%.

Owned and leased revenue decreased by 18.8%(28.3%) to $195$77 million and operating profit decreasedincreased by 26.7%$13 million (43.3%) to $33 million, or at$43 million. At constant currency, revenue increased by 10.4% and 17.8% respectively. The InterContinental Paris Le Grand, in particular, was adversely impacted by the economic downturn as both business and leisure travel declined in Paris. However, trading at the InterContinental London Park Lane was more resilient, with RevPAR down just 1.7% during the year.
Regional overheads decreased by 29.5% to $31 million due to improved efficiencies and cost savings, as well as a favorable movement in foreign exchange of $6 million.
Asia Pacific
Asia Pacific revenue26.7% and operating profit before exceptional items decreasedincreased by 15.5%43.3%. Continued strong economic growth in the region helped to $245 million and 23.5% to $52 million, respectively.drive RevPAR growth of 10.3%. Excluding the receipt of $4 million in significant liquidated damages in 2008, revenue and operating profit declinedShanghai, where RevPAR growth was tempered by 14.3% and 18.8% respectively. Despite RevPAR declines of 13.5%, the region’s brands demonstrated outperformance relativestrong comparatives due to the market.
Franchised revenuesWorld EXPO held in May to October 2010, comparable RevPAR grew by 17.4%. There was also continued significant system size growth for the managed estate in the region (14.2% rooms growth in 2011 and operating profit decreased by 38.9% to $11 million12.6% in 2010).

On both a constant and by 37.5% to $5 million, respectively. Excluding the impact of $4 million liquidated damages received in 2008,actual currency basis, owned and leased revenue decreased by 21.4% and profit increased by $1$10 million or 25.0%. The decline in revenue was driven by lower RevPARs and the loss of royalties following the removal of six hotels (1,067 rooms) which did not meet IHG’s brand and quality standards.

Managed revenue decreased by 7.1%(8.6%) to $105$126 million and operating profit decreasedincreased by 20.0%$4 million (12.1%) to $44$37 million. RevPAR across the Greater China managed estate declined 15.6%, primarily due to room oversupply in key Chinese cities, such as Beijing and trading upside in 2008 from the Olympic Games.
Owned and leased revenue decreased by 18.9% to $129 million and operating profit decreased by 30.2% to $30 million. These results were driven by theThe InterContinental Hong Kong wheredrove RevPAR declined 22.2% duringgrowth of 13.4%.

Regional costs increased by $4 million to $16 million (33.3%), reflecting increased investment in operations and infrastructure in the year.

Regional overheads decreased by 28.9%region to $27 million, due tosupport the impactgrowth of regional restructuring and lower marketing costs associated with the ANA joint venture in Japan.
Group’s brands.

Central

During 2009,2011, net central costs decreasedincreased by 32.9%$8 million from $155$139 million to $104 million. The significant reduction was driven by management actions to increase efficiencies and implement cost-saving measures across


50


the Group. Relative to 2008, the 2009$147 million (5.8%). At constant currency, net central costs also benefited from a $16increased by $4 million favorable(2.9%). The movement was primarily driven by increased investment to support growth in foreign exchange whilst the 2008 results included the receipt of a favorable $3 million insurance settlement.
business. Central revenue mainly comprised technology fee income.

System Fund

In the year endedto December 31, 2009, System2011, Fund income increased by 1.8%9.8% to $1.01$1.2 billion primarily as a result of the growth in system sizehotel room revenues and marketing programs.

The increase in proceeds from the sale of Priority Club Rewards points mainly reflects the strong performance of co-brand credit card schemes.

LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidityliquidity

The Group is primarily financed by a $1.6$1.07 billion syndicated bank facility which expires in May 2013November 2016 (the “Syndicated Facility”) and, £250 million of public bonds which are repayable on December 9, 2016.2016 and £400 million of public bonds which are repayable on November 28, 2022. The $1.07 billion Syndicated Facility was undrawn at the year end. The £400 million 3.875% bonds, which were issued during the year under the Group’s £750 million Medium Term Notes program, extend the maturity profile and diversify the sources of the Group’s debt. Short-term borrowing requirements are met from drawings under bilateral bank facilities. Additional funding is provided by the99-year finance lease (of which 93 years remain) on the InterContinental Boston.

In the Group’s opinion, the available facilities are sufficient for the Group’s present liquidity requirements.

The £250 million public bonds were issued on December 9, 2009 at a coupon of 6% and were initially priced at 99.465% of face value and are unsecured. Interest is payable annually on December 9, in each year commencing December 9, 2010 to the maturity date. Currency swaps were transacted at the same time the bonds were issued in order to swap itsthe proceeds and interest flows into US dollars.

The reasons for issuing the£400 million public bonds were issued on November 28, 2012 at a coupon of 3.875% and were initially priced at 98.787% of face value and are unsecured. Interest is payable annually on November 28, in each year commencing November 28, 2013 to diversify the Group’s funding sources and extend the duration of a portion of its borrowings.

maturity date.

At December 31, 2010, total2012, gross borrowings were $794$1,258 million, including the finance lease creditorobligation of $206$212 million. The currency denomination of the borrowings was $303$212 million of US dollar denominated borrowings, $385$1,041 million of sterling denominated borrowings $100and $5 million of euroNew Zealand dollar denominated borrowings and $6 million of borrowings denominated in other currencies, mainly Hong Kong dollars.borrowings. The impact of the currency swaps traded in December 2009 is to convert the$415 million of these sterling denominated borrowings above into US dollar denominated borrowings.

Atborrowings; the fair value of the currency swaps disclosed as a component of net debt was a liability of $11 million at December 31, 2010, total committed bank facilities amounted to $1,605 million of which $1,400 million were unutilized. Uncommitted facilities totaled $53 million. In the Group’s opinion, the available facilities are sufficient for the Group’s present requirements.
2012.

The Group held cash and short-term deposits at December 31, 20102012 amounting to $78$195 million. Credit risk is minimized by operating a policy that generally restricts the investment of surplus cash to counterparties with an A credit rating or better or those providing adequate security. Limits are also set on the amounts invested with individual counterparties. Notwithstanding that counterparties must have an A credit rating or better, during periods of significant financial market turmoil, counterparty exposure limits are significantly reduced and counterparty credit exposure reviews are broadened to include the relative placing of credit default swap pricings. Most of the Group’s surplus funds are held in the United Kingdom or United States and there are no material fundsalthough $7 million (2011 $2 million) is held in a country where repatriation is restricted as a result of foreign exchange regulations.

Net debt of $1,074 million at December 31, 2012, comprised the gross borrowings of $1,258 million and the currency swap fair value of $11 million less cash and short-term deposits of $195 million.

The Syndicated Facility contains two financial covenants: interest cover and net debt divided by earnings before interest, tax, depreciation and amortization (“EBITDA”). Net debt is calculated as total borrowings less cash and cash equivalents. The Group is in compliance with all of the financial covenants in its loan documents, none of which is expected to present a material restriction on funding in the near future.

Further details of exchange and interest rate risk and financial instruments are disclosed in “Item 11. Quantitative and qualitative disclosures about market risk”.

Cash From Operating Activitiesfrom operating activities

Net cash from operating activities totaled $462$472 million for the year ended December 31, 2010 (2009 $4322012 (2011 $479 million).

after the payment of additional UK pension scheme contributions which were $57 million higher than in 2011.

Cash flow from operating activities is the principal source of cash used to fund the ongoing operating expenses, interest payments, maintenance capital expenditure and normal dividend payments of the Group. The Group believes that


51


the requirements of its existing business and future investment can be met from cash generated internally, disposition of assets and external finance expected to be available to it.

Cash From Investing Activities

Net cash inflows from investing activities

Net cash outflows due to investing activities totaled $36$128 million (2009 $114(2011 $38 million) comprising capital expenditure of $133 million outflow) comprising(2011 $194 million) including investment in the technology infrastructure of $70 million (2011 $46 million), less proceeds (net of tax paid) from the disposal of hotels and investments of $131$5 million (2009 $34 million) and capital expenditure of $95 million (2009 $148(2011 $156 million). Proceeds in 2010 included $105 million from2011 mainly relate to the sale of the InterContinental Buckhead, Atlanta. Capital expenditure in 2009 included $65 million for the acquisitiondisposals of the Hotel Indigo San Diego.

Cash UsedDiego, Staybridge Suites Cherry Creek, Holiday Inn Atlanta-Gwinnett Place and a hotel asset and partnership interest in Financing Activities
Net cash used in financing activities totaled $447 million (2009 $362 million), including a reduction in gross borrowings of $292 million (2009 $249 million). Returns to shareholders, comprising dividend payments, totaled $121 million (2009 $118 million). The share repurchase program was suspended in 2008.
Overall net debt decreased during the year by $349 million to $743 million at December 31, 2010.
Australia.

The Group had committed contractual capital expenditure of $14$81 million at December 31, 2010 (2009 $92012 (2011 $14 million).

, reflecting its commitment to invest in the growth of the Group’s brands.

Off-Balance Sheet ArrangementsCash used in financing activities

Net cash used in financing activities totaled $329 million (2011 $334 million), after the payment of shareholder returns of $786 million (2011 $148 million), including a $505 million special dividend and $107 million of share buybacks. Net borrowings increased by $533 million (2011 decreased by $119 million) largely due to the issue of new long-term bonds. $84 million (2011 $75 million) was spent on share purchases in order to fulfill share incentive awards.

Overall net debt increased during the year by $536 million to $1,074 million at December 31, 2012.

Off-balance sheet arrangements

At December 31, 2010,2012, the Group had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Group’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligationsobligations

The Group had the following contractual obligations outstanding as of December 31, 2010:

                     
  Total amounts
 Less than
     After
  committed 1 year 1-3 Years 3-5 years 5 years
  ($ million)
 
Long-term debt(i)(ii)
  621   1   205      415 
Interest payable(ii)
  166   32   56   52   26 
Finance lease obligations(iii)
  3,428   16   32   32   3,348 
Operating lease obligations  505   50   76   56   323 
Agreed pension scheme contributions(iv)
  152   41   17      94 
Capital contracts placed  14   14          
                     
   4,886   154   386   140   4,206 
                     
2012:

   Total amounts
committed
   Less than
1 year
   1-3 years   3-5 years   After
5 years
 
   ($ million) 

Long-term debt obligations(i)(ii)

   1,067          5     415     647  

Interest payable(ii)

   354     51     102     76     125  

Finance lease obligations(iii)

   3,396     16     32     32     3,316  

Operating lease obligations

   387     47     59     44     237  

Agreed pension scheme contributions(iv)

   87     62     25            

Capital contracts placed

   81     81                 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   5,372     257     223     567     4,325  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(i)Repayment period classified according to the related facility maturity date.

(ii)Including the impact of derivatives.

(iii)Represents the minimum lease payments related to the99-year lease (of which 93 years remain) on the InterContinental Boston. Payments under the lease step up at regular intervals over the lease term.

(iv)Primarily relates to the recovery plan agreed with trustees of the InterContinental Hotels UK Pension Plan (see below).

In addition, the Group has committed to invest up to $60 million in two joint venture arrangements of which $37 million had been spent at December 31, 2012.

In limited cases, the Group may provide performance guarantees to third-party hotel owners to secure management contracts. Forecast payments of $32$6 million have been provided for in the financial statementsFinancial Statements and the maximum unprovided exposure under such guarantees was $90is $50 million at December 31, 2010.

2012.

As of December 31, 2010,2012, the Group had outstanding letters of credit of $54$38 million mainly relating to self insurance programs.


52


The Group may occasionally guarantee loans made to facilitate third-party ownership of hotels in which the Group has an equity interest and also a management contract. As of December 31, 2010,2012, there were no such guarantees in place.

The Group has given warranties in respect of the disposal of certain of its former subsidiaries and hotels. It is the view of the Directors that, other than to the extent that liabilities have been provided for in the Consolidated Financial Statements, such warranties are not expected to result in material financial loss to the Group.

Pension Plan Commitmentsplan commitments

The Group operates the following material defined benefitsbenefit plans: the InterContinental Hotels UK Pension Plan and, in the United States, the InterContinental Hotels Pension Plan and the InterContinental Hotels non-qualified plans.

On an IAS 19 “Employee Benefits” basis, the InterContinental Hotels UK Pension Plan had a deficitsurplus of $34$97 million at December 31, 2010, including2012, net of the tax that would be deducted at source in respect of a refund of surplus taking into account amounts payable under funding commitments. The defined benefitsbenefit section of this Planplan is closed to new members.members and will close to future accrual for current members with effect from July 1, 2013. In addition, there are unfunded UK pension arrangements for certain members affected by the lifetime allowance;or annual allowances which will also close to future accrual with effect from July 1, 2013; at December 31, 2010,2012, these arrangements had an IAS 19 deficit of $55$62 million. In 2011, the Group expects to make regular contributions to the UK pension plan of £5 million.

The most recent actuarial valuation of the InterContinental Hotels UK Pension Plan was carried out as ofat March 31, 20092012 and showed a deficit of £129£132 million on a funding basis. Under the recovery plan agreed with the trustees, the Group aims to eliminate this deficit by March 2017July 31, 2014 principally through additional Company contributions of up to £100 million and projected investment returns. The agreed£130 million. In respect of these additional Company contributions, comprise three annual payments of £10 million; £10 million was paid in August 2010July 2012, £45 million was paid in October 2012, £30 million is due for payment in July 2013, £15 million is due for payment in July 2014 and two further payments£30 million will be paid into a funding trust on release of £10 million are duea trustee charge over a hotel asset. The amount in the funding trust may be available for release to the plan on or before July 31, 2011 and 2012, together with further payments related2014 to the disposal of hotels (7.5% of net sales proceeds) and growth in the Group’s EBITDA above specified targets. If required in 2017,extent that a top-up payment will be made to bring the total additional contributions up to £100 million.funding deficit remains at that time. The InterContinental Hotels UK Pension Planplan is formally valued every three years, or earlier with the agreement of the Company and trustees, and future valuations could lead to changes in the amounts payable beyond March 2012. In 2011,by the Group expects to make additional contributions of £14 million under these arrangements with further amounts payable if there are any hotel disposals.

Company.

The US-based plans are closed to new members and pensionable service no longer accrues for current employee members. On an IAS 19 basis, at December 31, 20102012 the plans had a combined deficit of $82$98 million. In 2011,2013, the Group expects to make contributions to these plans of $10 million.

The Group is exposed to the funding risks in relation to the defined benefit sections of the InterContinental Hotels UK Pension Plan and the US-based InterContinental Hotels Pension Plan, as explained in “Item 3. Key information — Risk factors”.

ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS AND SENIOR MANAGEMENT

Overall strategic direction of the Group is provided by the Board of directors,Directors, comprising executiveExecutive and non-executive directors,Non-Executive Directors, and by members of the executive committee.


53Executive Committee.


The directorsDirectors and officers of InterContinental Hotels Group PLC at March 25, 201121, 2013 were:
Directors
           
    Initially
 Date of next
    appointed to
 reappointment
Name
 
Title
 the Board by shareholders(1)
 
James Abrahamson Director  2010   2011 
Graham Allan(2)
 Director  2010   2011 
Andrew Cosslett Director and Chief Executive  2005   2011 
David Kappler(2)
 Director and Senior Independent Director  2004   2011 
Kirk Kinsell Director  2010   2011 
Ralph Kugler(2)
 Director  2003   2011 
Jennifer Laing(2)
 Director  2005   2011 
Jonathan Linen(2)
 Director  2005   2011 
Richard Solomons Director and Chief Financial Officer  2003   2011 
David Webster Director and Chairman  2003   2011 
Ying Yeh(2)
 Director  2007   2011 

Directors  

Title

  Initially
appointed to
the Board
   Date of next
reappointment
by shareholders
 

Patrick Cescau

  Director and Chairman   2013     2013  

David Kappler(1)

  Director and Senior Independent Director   2004     2013  

Kirk Kinsell

  Director   2010     2013  

Jennifer Laing(1)

  Director   2005     2013  

Jonathan Linen(1)

  Director   2005     2013  

Luke Mayhew(1)

  Director   2011     2013  

Dale Morrison(1)

  Director   2011     2013  

Tracy Robbins

  Director   2011     2013  

Tom Singer

  Director and Chief Financial Officer   2011     2013  

Richard Solomons

  Director and Chief Executive   2003     2013  

Ying Yeh(1)

  Director   2007     2013  

(1)The new UK Corporate Governance Code recommends that all Directors of FTSE 350 companies submit themselves for election or re-election (as appropriate) by shareholders every year. Although IHG is not obliged to follow this recommendation until its Annual General Meeting in 2012, the Board has decided to submit the appointment of all its Directors for shareholder approval in 2011. Therefore, all Directors will retire and offer themselves for election or re-election at the next Annual General Meeting.
(2)Non-executive independent director.
Officers

Officers

Title

Initially appointed
to position

Keith Barr*

Chief Executive, Greater China   2011

Angela Brav

Chief Executive, Europe   2011  

Larry Light*

Chief Brands Officer   2012Initially appointed
Name
Title
to position
  
Tom Conophy

Eric Pearson

  Executive Vice President and Chief Information Officer   20062012  
Tracy Robbins

Jan Smits

  Chief Executive, Vice President, Human Resources & Group Operations SupportAsia, Middle East and Africa   20052011  
Tom SeddonExecutive Vice President and Chief Marketing Officer2007

George Turner

  Executive Vice President, General Counsel and Company Secretary   2009  
On March 16, 2011 the Company announced that Andrew Cosslett will step down as Chief Executive on June 30, 2011, and will be succeeded by Richard Solomons. A Director since 2003 and currently Chief Financial Officer and Head of Commercial Development, Richard Solomons will start in his new position as Chief Executive on July 1, 2011.

*In April 2013 Kenneth MacPherson will join the Group as Chief Executive, Greater China. With effect from June 1, 2013 Keith Barr will be appointed to the newly created position of Chief Commercial Officer, responsible for brands, sales, marketing and distribution. During the transition Larry Light will continue in his role as Chief Brands Officer. Following the transition Larry will stay on as a senior IHG advisor.

Former Directors and Officers

Graham Allan served as a Director until June 2012. David Webster Non-Executiveserved as a Director and Chairman

Appointed Deputy Chairman and Senior Independent Director of InterContinental Hotels Group PLC onuntil December 2012.

Directors and Officers

Patrick Cescau, Non-Executive Chairman

Appointed to the separation of Six Continents PLC in April 2003. Appointed Non-Executive Chairman onBoard: January 1, 2004. Also Non-Executive2013

Skills and Experience: From 2005 to 2008, Patrick was Group Chief Executive of Unilever Group, having previously been Chairman of Makinson Cowell Limited,Unilever PLC, Vice-Chairman of Unilever NV and Foods Director, following a capital markets advisory firm,progressive career with the Company, which began in France in 1973. Prior to being appointed to the Board of Unilever NV in 1999, as Finance Director, he was Chairman of a number of the Company’s major operating companies and divisions, including in the USA, Indonesia and Portugal.

Board Contribution: Patrick has held board positions for more than 12 years in leading global businesses and brings extensive international experience in brands, consumer products, as well as finance. As Chairman, Patrick is responsible for leading the Board and ensuring it operates in an effective manner and promoting constructive relations with shareholders. Patrick is Chairman of the Nomination Committee.

Other Appointments: Currently a Non-Executive Director of Amadeus IT Holding SA,International Consolidated Airlines Group S.A. and the Senior Independent Director and Non-Executive Director of Tesco PLC. Patrick is also a transaction processing and technology solutions company for the travel and tourism industry, a membertrustee of the Appeals CommitteeLeverhulme Trust and Chairman of the Panel on TakeoversSt Jude India Children’s Charity. He was formerly a Senior Independent Director and MergersNon-Executive Director of Pearson PLC and a Director of Temple Bar Investment Trust PLC. Formerly Chairman of Safeway plcat INSEAD.

Richard Solomons, Chief Executive

Appointed to the Board: February 10, 2003

Skills and a Non-Executive Director of Reed Elsevier PLC. Chairman of the Nomination Committee. Age 66.


54


Andrew Cosslett, Chief Executive
Appointed Chief Executive in February 2005, joining the Group from Cadbury Schweppes plc where he was most recently President, Europe, Middle East & Africa. During his career at Cadbury Schweppes he held a variety of senior regional managementExperience: A chartered accountant and marketing roles in the UK and Asia Pacific. Also has over 11 years’ experience in brand marketing with Unilever. Aa member of the Executive Committee of the World Travel & Tourism CouncilCouncil. From 2003 to 2011 Richard was Chief Financial Officer and Head of Commercial Development. Since joining the Group in 1992 he has held a variety of senior financial and operational roles, including Chief Operating Officer of The Americas Hotels division and Finance Director of the Hotels business prior to the separation of Six Continents PLC in April 2003. He became Chief Executive in July 2011.

Board Contribution: Richard has extensive experience in finance and is responsible for the executive management of the Group and ensuring the implementation of Board strategy and policy.

Tom Singer, Chief Financial Officer

Appointed to the Board: September 26, 2011

Skills and Experience:Prior to joining the Group, Tom was Group Finance Director and a main board member of Bupa, a global healthcare provider. Previously Group Finance Director and Chief Operating Officer at William Hill PLC and Finance Director at Moss Bros Group PLC.

Board Contribution: Tom has extensive financial experience obtained from UK and international finance roles. He is responsible, together with the President’s CommitteeBoard, for overseeing the financial operations of the CBI. Andrew Cosslett will step down as Chief Executive on June 30, 2011. Age 55.

James Abrahamson, President, The Americas
Appointed a Director in August 2010. Has over 32 years’ experience in hotel operations, branding, developmentGroup and franchise relations. Joined the Group as an Executive Committee member with responsibility for the Americas region in January 2009 from Global Hyatt Corporation, where he served as Head of Development, The Americas. Previously Senior Vice President, Hilton Hotels Corporation for 12 years. Responsible for the business development and performance of all the hotel brands and properties in the Americas’ region. Age 55.
setting its financial strategy.

Kirk Kinsell, President, EMEAThe Americas

Appointed a Director into the Board: August 1, 2010 retaining his responsibility for the EMEA region, which he had held as an Executive Committee member since September 2007. Has over 28

Skills and Experience:Kirk has 30 years’ experience in the hospitality industry, including senior franchise positions with Holiday Inn Corporation and ITT Sheraton, prior to joiningSheraton. He joined the Group in 2002 as Senior Vice President, Chief Development Officer for theThe Americas region. ResponsibleHe became an Executive Committee member in September 2007 and was previously President, Europe, Middle East and Africa until June 2011.

Board Contribution: Kirk has vast experience in the hospitality industry and is responsible for the business development and performance of all the hotel brands and properties in The Americas region.

Tracy Robbins, Executive Vice President, Human Resources and Group Operations Support

Appointed to the EMEA region. Age 56.

Richard Solomons, Chief Financial OfficerBoard: August 9, 2011

Skills and Head of Commercial Development

Qualified as a chartered accountantExperience: Tracy has over 27 years’ experience in 1985, followed by seven yearshuman resources roles in investment banking, based in London and New York. Joinedservice industries. She joined the Group in 1992December 2005 from Compass Group PLC, a world-leading food service company, where she was Group Human Resources Leadership & Development Director. Previously Group Human Resources Director for Forte Hotels Group. She also spent seven years at Tesco PLC as a Retail Human Resources Manager where she implemented a culture change and held a varietyrestructuring strategy across 150 stores.

Board Contribution:Tracy has many years of senior finance and operational roles. Appointed Finance Director of the Hotels business in October 2002 in anticipation of the separation of Six Continents PLC in April 2003. Responsible for corporate and regional finance, Group financial control, strategy, investor relations, tax, treasury, commercial development and procurement. Richard Solomons will be appointed Chief Executive on July 1, 2011. Age 49.

Graham Allan, Non-Executive Director
Appointed a Director in January 2010. Became Chief Executive Officer of Yum! Restaurants International, a subsidiary of Yum! Brands, Inc., in 2010 after serving as President since 2003. Previously Executive Vice President and Chief Operating Officer of Yum! Restaurants International in Europe. Has over 19 years’ experience in brandhuman resources and is responsible for global talent management, marketing, franchisingleadership development, employee reward strategy and retail development. Age 55.
implementation, organizational capability and operations support.

David Kappler, Senior Independent Non-Executive Director

Appointed to the Board: June 21, 2004

Skills and Experience: David is a Director and Senior Independent Director in June 2004. A Non-Executive Directorfellow of Shire plc. A qualified accountant and formerlythe Chartered Institute of Management Accountants. Formerly Chief Financial Officer of Cadbury Schweppes plc and Non-Executive Chairman of Premier Foods plc. AlsoHe also served as a Non-Executive Director of Camelot Group plc and HMV Group plc. A member of the Trilantic Europe Advisory Council.

Board Contribution: David brings over 35 years’ knowledge and experience in financial reporting, risk management and internal financial controls. As Chairman of the Audit Committee. Age 64.

Ralph Kugler, Non-Executive Director
Appointed a DirectorCommittee he is responsible for leading the Committee to ensure internal controls and risk management systems are in April 2003. Alsoplace. David is Chairman of Byotrol plc, a hygiene technology company,the Audit Committee.

Other Appointments: David is a Non-Executive Director of Discovery Group Holdings Ltd,Shire plc, a PR services company, Board Adviser at Mars, Incorporated,member of the global consumer business, a Non-Executive DirectorEurope Advisory Council of Spotless Holding SAS, a consumer products business,Trilantic Capital Partners and Senior Advisor to 3i plc. Previously Director on the boards of Unilever PLC and Unilever N.V. until May 2008 with his last role as Global President, Unilever Home and Personal Care. Chairman of the Remuneration Committee. Age 55.


55

ADS2 Brands Limited.


Jennifer Laing, Independent Non-Executive Director

Appointed a Director into the Board: August 2005. Was25, 2005

Skills and Experience: Jennifer was Associate Dean, External Relations at London Business School, until 2007. A Fellowfellow of the Marketing Society and of the Institute of Practitioners in Advertising, she has over 30 years’ experience in advertising including 16 years with Saatchi & Saatchi. Also

Board Contribution: Jennifer has over 30 years’ experience in marketing and advertising and is Chairman of the Corporate Responsibility Committee, responsible for the Corporate Responsibility objectives and strategy. Jennifer is Chairman of the Corporate Responsibility Committee.

Other Appointments: Currently a Non-Executive Director of Hudson Highland GroupGlobal, Inc., a US human resources company. Chairman of the Corporate Responsibility Committee. Age 64.

company and Premier Foods plc, a branded food producer.

Jonathan Linen, Independent Non-Executive Director

Appointed a Director into the Board: December 2005. Was1, 2005

Skills and Experience: Jonathan was formerly Vice Chairman of the American Express Company, having held a range of senior positions throughout his career of over 35 years with American Express. A

Board Contribution: Jonathan has over 25 years’ experience working in the financial and branded sectors and is a member of the Remuneration Committee.

Other Appointments: Currently a Non-Executive Director of Yum! Brands, Inc. and of Modern Bank, N.A., a US private banking company. AlsoJonathan also serves on a number of US Councilscouncils and advisory boards. Age 67.

Luke Mayhew, Independent Non-Executive Director

Appointed to the Board: July 1, 2011

Skills and Experience: Luke is currently a Non-Executive Director of Brambles Limited, a global provider of supply chain and information management solutions. Previously he served for 12 years on the Board of John Lewis Partnership, including as Managing Director of the Department Store Division. Luke also spent five years at British Airways PLC and seven years at Thomas Cook Group PLC in senior positions. He was also a Non-Executive Director of WH Smith PLC and Chairman of Pets at Home Group Limited.

Board Contribution: Luke has over 30 years’ experience in senior roles in the branded sector and is Remuneration Committee chairman at Brambles Limited and has been since 2006. As Chairman of the IHG Remuneration Committee he is responsible for setting the remuneration policy. Luke is Chairman of the Remuneration Committee.

Other Appointments: Currently a Non-Executive Director of Brambles Limited.

Dale Morrison, Independent Non-Executive Director

Appointed to the Board: June 1, 2011

Skills and Experience: A founding partner of TriPointe Capital Partners, a private equity firm. Dale was previously President and Chief Executive Officer of McCain Foods Limited and President and Chief Executive Officer of Campbell Soup Company.

Board Contribution: Dale has over 10 years’ experience in sales and marketing positions, and over 25 years’ experience in general management, having held senior positions in the branded foods sector.

Other Appointments: Currently a Non-Executive Director of International Flavors & Fragrances Inc., a producer of flavors and fragrances, and Chairman of Findus Group Limited, a frozen food company.

Ying Yeh, Independent Non-Executive Director

Appointed a Director into the Board: December 2007.1, 2007

Skills and Experience: Ying was formerly Vice President and Chairman, Greater China Region, Nalco Company a water treatment and process improvement company. Previously Chairman and President, North Asia Region, President, Business Development, Asia Pacific Region and Vice President, Eastman Kodak Company. Also a Non-Executive Director of AB Volvo. Was,She was, for 15 years, a diplomat with the US Foreign Service in Hong Kong and Beijing until 1997. Age 62.

Board Contribution: Ying has over 20 years’ experience gained from working in senior positions in global organizations across a broad range of sectors.

Other Appointments: Currently a Non-Executive Director of AB Volvo, a transportation related products and services company, ABB Ltd, a global leader in power and automation technologies and Samsonite International S.A., a travel luggage company.

Other members of the Executive Committee

In addition to the Executive Directors on the Board, the Executive Committee comprises:

Keith Barr, Chief Executive, Greater China

Joined the Group: 2000

Skills and Experience: Keith has over 20 years’ experience in the hospitality industry. He has held senior appointments including Vice President of Sales and Revenue Management, Vice President of Operations and Chief Operating Officer, Australia, New Zealand and South Pacific. He was appointed Managing Director, Greater China in June 2009 and became Chief Executive, Greater China in April 2011.

Key responsibilities: These include business development and performance of all the hotel brands and properties in the Greater China region.

Angela Brav, Chief Executive, Europe

Joined the Group: 1988

Skills and Experience: Angela has over 24 years’ experience in the hospitality industry, including hotel operations, franchise relations and technology solutions. She has held various senior roles in the Group’s US and European businesses prior to becoming Chief Operating Officer, North America. She was appointed Chief Executive, Europe in August 2011.

Key responsibilities: These include business development and performance of all the hotel brands and properties in Europe.

Tom Conophy,Larry Light, Chief Brands Officer

Joined the Group: 2012

Skills and Experience: Larry is one of the world’s leading brand consultants and was formerly Chief Marketing Officer for McDonald’s. Larry has held previous executive roles in media, marketing and advertising for BBDO Worldwide and Ted Bates Advertising and has made many academic contributions on branding principles and methods.

Key responsibilities:These include building on the Group’s strategy of developing and nurturing a powerful portfolio of preferred brands.

Eric Pearson, Executive Vice President and Chief Information Officer

Has

Joined the Group: 1997

Skills and Experience: Eric has a background in engineering and technology and started his career at IHG over 30 years’ experience15 years ago. Since then he has held various senior positions in the IT industry, including managementfield of emerging technologies and development of new technology solutions within the travel and hospitality business. Joined the Group in February 2006 from Starwood Hotels & Resorts International where heglobal e-commerce. Eric most recently held the position of Executive Vice President & Chief Technology Officer. ResponsibleMarketing Officer for The Americas region.

Key responsibilities: These include global technology, including IT systems and information management, throughout the Group. Age 50.

Tracy Robbins,Jan Smits, Chief Executive, Vice President, Human Resources & Group Operations SupportAsia, Middle East and Africa

Has over 25

Joined the Group:2002

Skills and Experience: Jan has 31 years’ experience in line and HR roles in service industries. Joined the Group in December 2005 from Compass Group PLC, a world leading food service company, where she was Group Human Resources Leadership & Development Director. Previously Group HR Director for Forte Hotels Group. Has global responsibility for talent management, leadership development, reward strategy, organizational capability and operations support. Age 47.

Tom Seddon, Executive Vice President and Chief Marketing Officer
Has over 18 years’ experience in sales and marketinghospitality industry. He held various senior positions in the hospitality industry, includingAsia and Australasia region. He became Managing Director, Asia Australasia in June 2009. Following the amalgamation of our Middle East and Africa region with IHG’s predecessor parent companies from 1994 to 2004. Rejoinedour Asia Australasia region, he became Chief Executive, Asia, Middle East and Africa in August 2011.

Key responsibilities: These include business development and performance of all the Grouphotel brands and properties in November 2007, from restaurant business SUBWAY® where he was responsible for worldwide salesAsia, Middle East and marketing activities. Has responsibility for worldwide brand management, reservations,Africa.

e-commerce, global sales, relationship and distribution marketing and loyalty programs. Age 42.

George Turner, Executive Vice President, General Counsel and Company Secretary
Solicitor,

Joined the Group: 2008

Skills and Experience: George is a solicitor and qualified to private practice in 1995. AfterPrior to joining the Group, George spent 12 years with Imperial Chemical Industries PLC where he was most recentlyheld a number of key positions including Deputy Company Secretary, he joined the Group in September 2008. AppointedSecretary. He was appointed Executive Vice President, General Counsel and Company Secretary in January 2009. Responsible for

Key responsibilities:These include corporate governance, risk management, insurance, data privacy,regulatory, internal audit, company secretariat, legal, and corporate responsibility &and public affairs. Age 40.


56


Steven Sickel, who has been an interim member of the Executive Committee, will return to his full-time role leading Distribution Relationship Marketing in June 2013.

There are no family relationships between any of the persons named above.

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person named above was selected as a director or member of senior management.

COMPENSATION

In fiscal 2010,2012, the aggregate compensation (including pension contributions, bonus and awards under the long term incentive plans) of the directorsDirectors and officers of the Company was $23.6$30.0 million. The aggregate amount set aside or accrued by the Company in fiscal 20102012 to provide pension retirement or similar benefits for those individuals was $0.6$0.8 million. An amount of $9.4$8.6 million was charged in fiscal 20102012 in respect of bonuses payable to them under performance related cash bonus schemes and long term incentive plans.

Note 3 of Notes to the Consolidated Financial Statements sets out the individualaggregate compensation of the directors.Directors. The following are details of the Company’s principal share schemes, in which the directorsDirectors of the Company participated during the period.

Annual Bonus Plan

The IHGGroup’s Annual Bonus Plan (ABP)(“ABP”), sets out the terms under which annual performance-related bonuses are awarded, and enables eligible employees, including Executive Directors, to receive all or part of their bonus in the form of shares together with, in certain cases, a matching award of free shares up to half the deferred amount.shares. The bonus and any matchingdeferred shares awarded are released on the third anniversary of the award date. The bonuses in 2007 were eligible for matching shares, all of which were released on the third anniversary of the award date. In 2007, participants could defer uprelation to 100% of the total annual bonus, with the deferred amount being accounted for as a share-based payment. Under the terms of the 2008, 2009 and 2010 plans2012, a fixed percentage of the bonus iswas awarded in the form of shares with no voluntary deferral and no matching shares.

The awards in all Awards of deferred shares under the plansABP are conditional on the participants remaining in the employment of a participating company or leaving for a qualifying reason as set out in the plan rules. Participation in the ABP is at the discretion of the Remuneration Committee. The number of shares is calculated by dividing a specific percentage of the participant’s annual performance-related bonus by the middle market quoted prices on the three consecutive dealing days immediately preceding the date of grant. A number of executives participated in the plan during the year, however, noand conditional rights over 340,924 (2011 528,213) shares were awarded to participants.

Long Term Incentive Plan

The Long Term Incentive Plan (LTIP)(“LTIP”) allows Executive Directors and eligible employees to receive share awards, subject to the satisfactionachievement of performance conditions, set by the Remuneration Committee, which are normally measured over a three yearthree-year period. Awards are normally made annually and, except in exceptional circumstances, will not exceed three times salary for Executive Directors and four times salary in the case of other eligible employees. During 2010,2012, conditional rights over 2,602,7732,698,714 (2011 3,257,364) shares were awarded to employees under the plan. The plan provides for the grant of ‘nil“nil cost options’options” to participants as an alternative to conditional share awards.

Executive Share Option Plan

For options granted, the option price is not less than the market value of an ordinary share, or the nominal value if higher. The market value is the quoted price on the business day preceding the date of grant, or the average of the middle market quoted prices on the three consecutive dealing days immediately preceding the date of grant. A performance condition has to be met before options can be exercised. The performance condition is set by the Remuneration Committee. The plan was not operated during 20102012 and no options were granted in the year under the plan. The latest date that any options currently outstanding may be exercised is April 4, 2015.

Options and Ordinary Sharesordinary shares held by Directors

Details of the directors’Directors’ interests in the Company’s shares are set out on page 6266 and pages F-46F-47 to F-48.


57

F-49.


BOARD PRACTICES

Contracts of Serviceservice

The Remuneration Committee’s policy is for Executive Directors to have rolling contracts with a notice period of 12 months. Richard Solomons, Tom Singer, Kirk Kinsell and Tracy Robbins have service agreements with a notice period of 12 months. All new appointments are intended towill have12-month notice periods. However,periods, unless, on occasion,an exceptional basis to complete an external recruitment successfully, a longer initial notice period reducing to 12 months may be used.

Andrew Cosslett, James Abrahamson, Kirk Kinsell and Richard Solomonsis used, in accordance with the UK Corporate Governance Code.

Non-Executive Directors have service agreements with a notice periodletters of 12 months.

appointment. Patrick Cescau was appointed as Non-Executive Chairman on January 1, 2013 following the retirement of David Webster on December 31, 2012. David Webster’s appointment as Non-executive Chairman, effective from January 1, 2004, iswas subject to six months’ notice.
Non-executive director, Ralph Kugler signed a letter of Patrick Cescau’s appointment as Non-Executive Chairman, effective from the listing of IHG in April 2003. This was renewed, effective from completion of the capital reorganization of the Company and the listing of new IHG shares on June 27, 2005. January 1, 2013, is subject to 12 months’ notice.

David Kappler signed a letter of appointment effective from his date of original appointment to the Board on June 21, 2004. This was also renewed, effective from June 27, 2005. Jennifer Laing and Jonathan Linen signed letters of appointment effective from their appointment dates, respectively August 25, 2005 and December 1, 2005. Ying Yeh signed a letter of appointment effective from her appointment date of December 1, 2007. Graham AllanDale Morrison signed a letter of appointment effective from his appointment date of JanuaryJune 1, 2010.

2011. Luke Mayhew signed a letter of appointment effective from his appointment date of July 1, 2011.

Directors’ Contractscontracts

Directors

Contract
effective date
Unexpired term/
notice period

Richard Solomons

July 1, 2011     
Contract
effective
Unexpired term/
Directors
datenotice period
Andrew CosslettFebruary 3, 2005312 months  
James Abrahamson

Kirk Kinsell

   August 1, 2010     12 months  
Kirk Kinsell

Tracy Robbins

   August 1, 20109, 2011     12 months  
Richard Solomons

Tom Singer

   April 15, 2003September 26, 2011     12 months  
Each of Andrew Cosslett and Richard Solomons signed a letter of appointment, effective from completion of the capital reorganization of the Company and the listing of new IHG shares on June 27, 2005. The terms of each appointment were as set out in each executive director’s original service agreement.
On March 16, 2011 the Company announced that Andrew Cosslett will step down as Chief Executive on June 30, 2011, and will be succeeded by Richard Solomons.
Richard Solomons signed a contract on March 16, 2011 relating to his employment as Chief Executive, effective from July 1, 2011.

See Note 3 of the Notes to the Consolidated Financial Statements for details of directors’Directors’ service contracts.

Payments on Terminationtermination

No provisions for compensation for termination following change of control, ornor for liquidated damages of any kind, are included in the current directors’Directors’ contracts. In the event of any early termination of an executive director’sExecutive Director’s contract the policy is to seek to minimize any liability.

Upon retirement, and under certain other specified circumstances on termination of histheir employment, a directorDirector will become eligible to receive benefit from histheir participation in a Company pension plan. See Note 3 of Notes to the Consolidated Financial Statements for details of directors’Directors’ pension entitlements at December 31, 2010.

2012.

Committees

Each Committee of the Board has written terms of reference which are approved by the Board and which are subject to review eachevery year.


58


Executive Committee
The Executive Committee is chaired by These are available on the Chief Executive. It consistsCompany’s websitewww.ihgplc.com/investors under corporate governance/committees or from the Company Secretary’s office upon request. During the year, the terms of reference of all of the executive directorsCommittees of the Board were reviewed against the latest best practice guidance and the most senior executives fromUK Corporate Governance Code (“Code”). As a result, some minor amendments in respect of the GroupCode were made to update the Audit and usually meets monthly. Remuneration Committee’s terms of reference.

Executive Committee

Its role is to consider and manage a range of important strategic and business issues facing the Group. ItAmongst many other things it is responsible for monitoring the performance of the business. It is authorized to approve capital and revenue investment within levels agreed by the Board. It reviews

Governance: The Committee is chaired by the Chief Executive and usually meets monthly. Members of the Committee comprise the Executive Directors and the most senior executives from the Group. The Committee recommends to the Board the most significant investment proposals.

decisions which require its approval.

Audit Committee

The Audit Committee is chaired by David Kappler who has significant recent and relevant financial experience and is the Committee’s financial expert.experience. During 2010,2012, the other Committee members were Graham Allan Ralph Kugler(until his retirement on June 15, 2012), Jennifer Laing and Jennifer Laing.Dale Morrison. All Audit Committee members are independent.

The Audit Committee’s principalkey responsibilities are to:

set out below:

• review the Group’s public statements on internal control, risk management and corporate governance compliance prior to their consideration by the Board;
• review the Group’s processes for detecting and addressing fraud, misconduct and control weaknesses and to consider the response to any such occurrence, including overseeing the process enabling the anonymous submission of concerns;
• 

to review the integrity of the Company’s internal financial controls, internal controls and risk management systems, as well as review reports from management, internal audit and external audit concerning the effectiveness of internal control, financial reporting and risk management processes;

• review with management and the external auditor any financial statements required under UK or US legislation before submission to the Board;
• establish, review and maintain the role and effectiveness of the internal audit function, including overseeing the appointment of the Head of Global Internal Audit;
• assume responsibility for the appointment, compensation, resignation, dismissal and the overseeing of the external auditor, including review of the external audit, its cost and effectiveness;
• pre-approve non-audit work to be carried out by the external auditor and the fees to be paid for that work, along with the monitoring of the external auditor’s independence; and
• oversee the Group’s Code of Ethics and Business Conduct and associated procedures for monitoring adherence.
The Audit Committee discharges its responsibilities through a series of Committee meetings during the year at which detailed reports are presented for review. The Audit Committee commissions reports, either from external advisers, the Head of Global Internal Audit or Group management, after consideration(“GIA”) and the external auditors (Ernst & Young LLP (“E&Y”));

to review the Group’s processes for detecting and addressing fraud, misconduct and control weaknesses and consider the response to any such occurrence, including overseeing the whistleblowing process;

to review and maintain the role and effectiveness of the major risks internal audit function;

to oversee the Group or in response Group’s relations with our external auditors and make recommendations on their appointment, reappointment, removal and independence;

to developing issues. The Chief Financial Officer attends its meetings as dopre-approve the external auditorauditor’s non-audit work and associated fees; and

to oversee the HeadGroup’s Code of Global Internal Audit, both of whom haveEthics and Business Conduct and associated procedures for monitoring adherence.

The Committee was in place throughout 2012. The Committee had the opportunity to meet privately with the Audit Committee,internal and external auditors on at least four occasions in the absenceyear without the presence of management.

The Board is satisfied that David Kappler has recent and relevant financial experience as a qualified accountant and former Chief Financial Officer of Cadbury Schweppes plc. At the invitation of the Committee, the Chief Executive, Chief Financial Officer, Head of GIA and external auditors attend meetings.

E&Y have been the Group’s independent external auditors since 2003. To ensure the auditor’s independence is safeguarded, lead audit partners rotate every five years. In 2011 the lead audit partner was rotated. The Committee reviews the relationship the Group management, athas with E&Y annually and for the conclusionyear ended December 31, 2012, the Committee was satisfied with the independence, objectivity and effectiveness of each meeting.

Allthe relationship with E&Y as the external auditors.

A key factor that may impair the external auditors’ independence is a lack of control over the volume of non-audit services. To address this issue all proposals for non-audit work are subject to pre-approved limits and additionally there is a prohibition on the provisionundertaking of certain services. The Committee is aware of, and sensitive to, investor body guidelines on non-audit services byfees.

The Head of GIA is responsible for reporting and ensuring findings of internal audit work are brought to the external auditor are pre-approved byattention of local management and the Audit Committee or its delegated member,as appropriate. During 2012 GIA operated in all the overriding consideration being to ensure that the provision of non-audit services does not impact the external auditor’s independence and objectivity.

Group’s principal regions.

Remuneration Committee

The Remuneration Committee, chaired by Ralph Kugler,Luke Mayhew, also comprises the following independent Non-Executive directors:Directors: David Kappler, Jonathan Linen and Ying Yeh. The Remuneration Committee agrees, on behalf of the Board, all aspects of the remuneration of the Executive Directors and the Executive Committee members, and agrees the strategy, direction and policy for the remuneration of other senior executives who have a significant influence over the Company’s ability to meet its strategic objectives.

Nomination Committee

The Nomination Committee comprises the Chairman of the Board and all the Non-Executive Directors. It is chaired by the Chairman of the Board except when matters relating to this position are to be discussed, in which case


59


it is chaired by an independent Non-Executive Director. The Committee leads the process for Board appointments and nominates candidates for approval by the Board. The balance of skills, experience, independence and knowledge of Board members is evaluated in order to define the requirements for a particular appointment. The Committee generally engages external consultants to advise on candidates for Board appointments and appointments are made on merit, against objective criteria, including ability to commit time, and with due regard for the benefits of diversity, including gender. The Committee also has responsibility for succession planning and assists in identifying and developing the role of the Senior Independent Director.
During 2010

The Board plans for its own succession with the support of the Committee. Independent consultants are engaged for all Non-Executive Director appointment searches. The Committee discussedremains focused, on behalf of the Board, on Board succession planning for both the Executive Committee and Non-Executive Directors. By way of example, since 2008 eight Directors have joined the Board and seven have left. During 2012, the Committee also considered a more detailed review of Directors, considered and recommended newthe talent pool within the business, looking to future succession planning for Executive Director appointments, which have now been implemented, and considered the appointment of an additional Non-Executive Director.

Directors.

Corporate Responsibility Committee

The Corporate Responsibility Committee is chaired by Jennifer Laing, was established in February 2009. TheLaing. During 2012 the other Committee member during 2010 was Ralph Kugler.members were Graham Allan joined the Committee in January 2011. Meetings are regularly attended by other members of the Board(until his retirement on June 15, 2012), Luke Mayhew, Dale Morrison from November 2, 2012, Richard Solomons and Executive Committee.Ying Yeh. The Corporate Responsibility Committee ensures that the Company has in place the right policies, management, and measurement systems and key programs to enable it to deliver against its Corporate Responsibility strategy.

Disclosure Committee

The Disclosure Committee, chaired by the Group’s Financial Controller, and comprising the Company Secretary and other senior executives, reports to the Chief Executive, the Chief Financial Officer and to the Audit Committee.

Its duties include ensuring that information required to be disclosed in reports pursuant to UK and US accounting, statutory or listing requirements, fairly represents the Group’s position in all material respects.

Governance: The Committee is chaired by the Group’s Financial Controller. Members of the Committee comprise the Company Secretary and other senior executives. The Committee reports to the Chief Executive, the Chief Financial Officer and to the Audit Committee.

General Purposes Committee

The General PurposesCommittee attends to business of a routine nature and to the administration of matters, the principles of which have been agreed previously by the Board or an appropriate committee.

Governance: The Committee comprises any one Executive Committee member together with a senior officer from an agreed and restricted list of senior executives. It is always chaired by an Executive Committee member. It attends tomember and the other Executive Directors are notified in advance of the business of a routine nature and to the administration of matters, the principles of which have been agreed previously by the Board or an appropriate Committee.

meeting.

A description of the significant ways in which the Company’s actual corporate governance practices differ from the New York Stock Exchange corporate governance requirements followed by US companies can be found on page 82.


60

85.


EMPLOYEES

EMPLOYEES
The Group directly employed an average of 7,8587,981 people worldwide in the year ended December 31, 2010.2012 whose costs were borne by the Group. Of these, 96%94% were employed on a full-time basis and 4%6% were employed on a part-time basis.

The table below analyzes the geographic distribution of the average number of employees for the last three fiscal periods by division and by geographic region.

                     
  Americas EMEA Asia Pacific Central Total
 
2010  3,309   1,795   1,517   1,237   7,858 
                     
2009  3,229   1,712   1,410   1,205   7,556 
                     
2008  3,384   1,824   1,470   1,271   7,949 
                     
periods.

   Americas   Europe   AMEA   Greater
China
   Central   Total 

2012

   2,552     1,866     1,195     1,051     1,317     7,981  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

2011

   2,895     1,574     1,195     1,000     1,292     7,956  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

2010

   3,309     1,206     1,142     964     1,237     7,858  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The costs of the above employees are borne by the Group. In addition, the Group employs 4,489 (2009 4,561, 2008 4,353)5,018 (2011 4,462, 2010 4,489) people who work in managed hotels or directly on behalf of the System Fund and whose costs of $282 million (2009 $267 million, 2008 $272 million) are borne by those hotels or by the Fund.

When the Group’s entire estate is taken into account (including employees working in the franchised and managed hotels who are not employed by IHG) over 350,000 people worked globally across the Group’s brands as at December 31, 2012.

Under EU law, many employees of Group companies are now covered by the Working Time Regulations which came into force in the United Kingdom on October 1, 1998. These regulations implemented the European Working Time Directive and parts of the Young Workers Directive, and lay down rights and protections for employees in areas such as maximum working hours, minimum rest time, minimum days off and paid leave.

In the United Kingdom there is in place a national minimum wage under the National Minimum Wage Act. At December 31, 2010,2012, the minimum wage for individuals between 18 and under the age of 21 was £4.92£4.98 per hour and £5.93£6.19 per hour for individuals age 21 and above. This particularly impacts businesses in the hospitality and retailing sectors. Compliance with the National Minimum Wage Act is being monitored by the Low Pay Commission, an independent statutory body established by the UK Government.

Less than 5% of the Group’s UK employees are covered by collective bargaining agreements with trade unions.

Continual attention is paid to the external market in order to ensure that terms of employment are appropriate. The Group believes the Group companies will be able to conduct their relationships with trade unions and employees in a satisfactory manner.


61


SHARE-BASED COMPENSATION

During 2010,2012, conditional rights over 2,602,7732,698,714 shares were awarded to employees under the Long Term Incentive Plan and 340,924 shares were awarded to employees under the Annual Bonus Plan. No awards were granted under the Annual Bonus Plan or Executive Share Option Plan. Details regarding the option pricing model and assumptions used to determine the fair value of the awards is included in Note 26 of Notes to the Consolidated Financial Statements.

SHARE OWNERSHIP

The interests of the directorsDirectors and officers of the Group at March 25, 201121, 2013 were:

         
  Ordinary shares
 % of shares
  of 1329/47 pence outstanding(4)
 
Directors
        
James Abrahamson  146,759   N/A 
Graham Allan  2,000   N/A 
Andrew Cosslett  622,718   0.21 
David Kappler  1,400   N/A 
Kirk Kinsell  109,547(2)  N/A 
Ralph Kugler  1,169   N/A 
Jennifer Laing  3,998   N/A 
Jonathan Linen  7,343(1)  N/A 
Richard Solomons  252,166   N/A 
David Webster  34,905   N/A 
Ying Yeh  Nil   N/A 
Officers
        
Tom Conophy  93,071   N/A 
Tracy Robbins  43,108   N/A 
Tom Seddon  54,678(3)  N/A 
George Turner  35,182   N/A 

Directors

  Ordinary shares
of 14  194/329 pence
  % of shares
outstanding(3)
 

Patrick Cescau

   Nil    N/A  

David Kappler

   1,308    N/A  

Kirk Kinsell

   405,281(1)   0.14  

Jennifer Laing

   3,148    N/A  

Jonathan Linen

   6,853(2)   N/A  

Luke Mayhew

   1,866    N/A  

Dale Morrison

   4,233(2)   N/A  

Tracy Robbins

   256,126    N/A  

Tom Singer

   228,696    N/A  

Richard Solomons

   983,092    0.35  

Ying Yeh

   Nil    N/A  

Officers

       

Keith Barr

   127,756    N/A  

Angela Brav

   139,978    N/A  

Larry Light

   Nil    N/A  

Eric Pearson

   220,291    N/A  

Jan Smits

   216,272    N/A  

George Turner

   117,397    N/A  

(1)Held as American Depositary Shares (ADSs).
(2)637594 of which are held as ADSs.

(3)(2)24,000All of which are held as ADSs.

(4)(3)Where no figure is given the shareholding represents less than 0.1% of shares outstanding.

The above shareholdings are all beneficial interests. The percentage of ordinary share capital owned by each of the directorsDirectors is negligible.

The directors’Directors’ interests as at December 31, 20102012 in options to subscribe for shares in InterContinental Hotels Group PLC are set out onpage F-48.

F-49.

The directorsDirectors do not have different voting rights from other shareholders of the Company.

The Company announced on March 16, 2011 that Andrew Cosslett will step down as Chief Executive on June 30, 2011, and will be succeeded by Richard Solomons. A Director since 2003 and currently Chief Financial Officer and Head of Commercial Development, Richard Solomons will start in his new position as Chief Executive on July 1, 2011.


62


ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

As far as is known to management, IHG is not directly or indirectly owned or controlled by another corporation or by any government. As at the dates shown, the Company had been notified, in accordance with the Disclosure and Transparency Rules of the UK Financial Services Authority, of the following significant holdings of voting rights in its ordinary shares:

                         
  March 25, 2011 March 19, 2010 March 23, 2009
  Number of
 Percent
 Number of
 Percent
 Number of
 Percent
Identity of person or group
 shares/ADSs of class shares/ADSs of class shares/ADSs of class
 
Ellerman Corporation Limited  N/A   N/A   29,921,742   10.39%  29,921,742   10.48%
Southeastern Asset Management, Inc.   N/A   N/A   14,860,671   5.16%  N/A   N/A 
FIL Limited (Fidelity International)  N/A   N/A   14,687,743   5.10%  N/A   N/A 
Cedar Rock Capital Limited  14,923,417   5.15%  14,923,417   5.18%  14,923,417   5.23%
JP Morgan Asset Management Holdings Inc.  14,592,363   5.03%  N/A   N/A   N/A   N/A 
Blackrock, Inc.   14,505,612   5.00%  14,434,598   5.01%  N/A   N/A 
Capital Research and Management Company  14,495,664   5.00%  N/A   N/A   N/A   N/A 
Legal & General Group Plc  N/A   N/A%  11,336,113   3.94%  11,416,590   4.00%
Lloyds Banking Group plc  N/A   N/A   13,619,563   4.73%  13,619,563   4.77%

    March 21, 2013*  March 21, 2012  March 25, 2011 

Identity of person or group

  Number of
shares/ADSs
  Percent
of class
  Number of
shares/ADSs
   Percent
of class
  Number of
shares/ADSs
   Percent
of class
 

Southeastern Asset Management, Inc.

   N/A    N/A    38,519,075     13.23  N/A     N/A  

FIL Limited (Fidelity International)

   N/A    N/A    13,850,157     4.76  N/A     N/A  

Cedar Rock Capital Limited

   14,923,417    5.56  14,923,417     5.13  14,923,417     5.13

JP Morgan Asset Management
Holdings Inc.

   N/A    N/A    N/A     N/A    14,592,363     5.01

Blackrock, Inc.

   14,505,612    5.40  14,505,612     4.98  14,505,612     4.98

Capital Research and Management Company.

   N/A    N/A    14,495,664     4.98  14,495,664     4.98

Legal & General Group Plc

   11,336,113    4.22  11,336,113     3.89  N/A     N/A  

Lloyds Banking Group plc

   N/A    N/A    13,619,563     4.68  N/A     N/A  

*The figures do not reflect the share consolidation on a 14 for 15 basis or the $0.5 billion share buyback program announced on August 7, 2012.

The Company’s major shareholders do not have different voting rights from other shareholders of the Company. The Company does not know of any arrangements the operation of which may result in a change in its control.

As of March 25, 2011, 15,035,66921, 2013, 16,715,367 ADSs equivalent to 15,035,66916,715,367 ordinary shares, or approximately 5.18%6.23% of the total ordinary shares in issue, were outstanding and were held by 1,024787 holders. Since certain ordinary shares are registered in the names of nominees, the number of shareholders of record may not be representative of the number of beneficial owners.

As of March 25, 2011,21, 2013, there were a total of 54,07449,290 record holders of ordinary shares, of whom 353328 had registered addresses in the United States and held a total of 1,540,7961,353,107 ordinary shares (0.53%(0.50% of the total issued).

RELATED PARTY TRANSACTIONS
The

Other than those disclosed in Note 30 of Notes to the Consolidated Financial Statements, the Company has not entered into any related party transactions or loans for the period beginning January 1, 20102012 up to March 25, 2011.

21, 2013.

ITEM 8.FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Financial Statements

See “Item 18. Financial Statements”.

Legal Proceedingsproceedings

Group companies have extensive operations in the United Kingdom, as well as internationally, and are involved in a number of legal claims and arbitration proceedings incidental to those operations. It is the Company’s view that such proceedings, either individually or in the aggregate, have not in the recent past and are not likely to have a significant effect on the Group’s financial position or profitability.

Notwithstanding the above, Holiday Hospitality Franchising, Inc.,the Company notes the matters set out below. Litigation is inherently unpredictable and as at March 26, 2013, the outcome of these matters cannot be reasonably determined.

1. On April 20, 2012, the owner of a former hotel in China filed an arbitration petition with the China International Economic Trade Arbitration Committee against a Group company, is defendingHoliday Inns (China) Limited (‘‘HICL’’) seeking compensation for losses relating to the alleged mismanagement of the hotel. HICL subsequently filed a lawsuit filed by Hotel Associates, Inc., a former franchisee, regarding an unfavorable ruling on appeal on February 23, 2011.counterclaim. The final outcomeGroup intends to defend against this claim vigorously and pursue its counterclaim. As at March 26, 2013, it is not possible to determine whether any loss is probable or to estimate the amount of any loss.

2. On July 31, 2012, the UK’s Office of Fair Trading (the ‘‘OFT’’) issued a Statement of Objections alleging that the Company (together with Booking.com B.V. and Expedia, Inc.) infringed competition law in relation to the online supply of room only hotel accommodation by online travel agents.

The Company is cooperating fully with the investigation. The OFT has not yet known, however,reached a litigation provision for $22 milliondecision as to whether competition law has been reflectedbreached.

3. On August 10, 2012, the former owner of a hotel in China filed an arbitration notice with the


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International Economic and Trade Arbitration Commission Shanghai Committee (“CIETAC Shanghai”) containing numerous allegations in connection with the termination of a hotel management agreement and seeking damages from a Group company, Inter-Continental Hotels Corporation (“IHC”). IHC has subsequently filed with the International Economic and Trade Arbitration Commission in Beijing (“CIETAC Beijing”) a parallel claim against the owner for breach of contract.


Consolidated Financial Statements forOn March 22, 2013, CIETAC Shanghai ruled in the year ended December 31, 2010, further detailsowner’s favor and granted an award of which are set outRMB 150,379,000 (approximately $24 million) against IHC. IHC’s parallel claim against the owner has not yet been determined. IHC intends to pursue all available means of appeal against CIETAC Shanghai’s ruling. IHC also intends to pursue vigorously its parallel claim in CIETAC Beijing. $24 million is included in contingent liabilities in Note 129 of Notes to the Consolidated Financial Statements onpage F-13.
in respect of the award against IHC.

4. On August 20, 2012, two plaintiffs filed a class action complaint in California against several online travel companies and hotel companies, including a Group company, InterContinental Hotels Group Resources, Inc. in connection with alleged anti-competitive practices. Several similar complaints have since been filed across the US by other plaintiffs alleging similar claims. All of these cases have been centralized in the Northern District of Texas, and consolidated for the purposes of pretrial proceedings (with the exception of cases which have been voluntarily dismissed). It is not possible to determine whether any loss is probable or to estimate the amount of any loss.

The Group intends to defend against these claims vigorously. As at March 26, 2013, the outcome of these matters cannot be reasonably determined.

Dividends

See “Item 3. Key information — Dividends”.

SIGNIFICANT CHANGES

Except as otherwise stated in this Form 20-F, there have been no significant changes subsequent to December 31, 2010.

2012.

ITEM 9.THE OFFER AND LISTING

The principal trading market for the Company’s ordinary shares is the London Stock Exchange on which InterContinental Hotels Group PLC shares are traded. The ordinary shares are also listed on the New York Stock Exchange trading in the form of ADSs evidenced by ADRs. Each ADS represents one ordinary share. InterContinental Hotels Group PLC has a sponsored ADR facility with JP Morgan Chase Bank, N.A. as Depositary.

The following tables show, for the fiscal periods indicated, the reported high and low middle market quotations (which represent an average of closing bid and ask prices) for the ordinary shares on the London Stock Exchange, as derived from the Daily Official List of the UK Listing Authority, and the highest and lowest sales prices of the ADSs as reported on the New York Stock Exchange composite tape.

                 
  £ per
  
  ordinary share $ per ADS
Year ended December 31,
 High Low High Low
 
2006  12.65   8.07   26.27   14.40 
2007  14.20   8.73   32.59   17.37 
2008  8.84   4.48   17.40   6.52 
2009  9.04   4.46   14.67   6.04 
2010  12.66   8.87   20.04   13.84 
                 
  £ per
  
  ordinary share $ per ADS
Year ended December 31,
 High Low High Low
 
2009
                
First quarter  6.22   4.46   9.33   6.04 
Second quarter  6.90   5.59   11.19   8.20 
Third quarter  8.27   5.92   13.74   9.57 
Fourth quarter  9.04   7.64   14.67   12.26 
2010
                
First quarter  10.46   8.87   15.71   13.84 
Second quarter  12.24   10.23   18.34   14.86 
Third quarter  11.99   9.82   18.49   15.24 
Fourth quarter  12.66   10.81   20.04   17.20 
2011 First quarter (through March 25, 2011)
  14.35   12.28   23.28   19.60 


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   £ per
ordinary share
   $ per ADS 

Year ended December 31,

  High   Low   High   Low 

2008

   8.84     4.48     17.40     6.52  

2009

   9.04     4.46     14.67     6.04  

2010

   12.66     8.87     20.04     13.84  

2011

   14.35     9.55     23.28     15.27  

2012

   17.25     11.57     27.82     17.99  
   £ per
ordinary share
   $ per ADS 

Year ended December 31,

  High   Low   High   Low 

2011

        

First quarter

   14.35     12.28     23.28     19.60  

Second quarter

   13.14     11.65     22.10     18.76  

Third quarter

   13.31     9.55     21.47     15.67  

Fourth quarter

   11.91     9.73     19.21     15.27  

2012

        

First quarter

   14.97     11.57     23.67     17.99  

Second quarter

   15.73     13.95     24.70     21.84  

Third quarter

   17.25     15.02     27.02     23.16  

Fourth quarter

   17.10     15.24     27.82     24.50  

2013

        

First quarter (through to March 21, 2013)

   20.22     17.07     30.64     27.82  
   £ per
ordinary share
   $ per ADS 

Month ended

  High   Low   High   Low 

September 2012

   16.50     15.96     26.72     25.37  

October 2012

   16.69     15.30     26.93     24.62  

November 2012

   16.91     15.24     27.16     24.50  

December 2012

   17.10     16.44     27.82     26.38  

January 2013

   18.80     17.07     29.74     27.82  

February 2013

   19.89     18.94     30.64     28.59  

March 2013 (through to March 21, 2013)

   20.22     19.47     30.36     29.32  

                 
  £ per
  
  ordinary share $ per ADS
Month ended
 High Low High Low
 
September 2010  11.50   10.43   18.17   16.16 
October 2010  12.25   11.27   19.35   17.89 
November 2010  12.22   10.81   20.04   17.20 
December 2010  12.66   11.55   19.73   18.29 
January 2011  13.53   12.43   21.86   19.73 
February 2011  14.35   13.03   23.28   21.35 
March 2011 (through to March 25, 2011)  13.39   12.28   22.03   19.60 
Fluctuations in the exchange rates between pounds sterling and the US dollar will affect the dollar equivalent of the pounds sterling price of the ordinary shares on the London Stock Exchange and, as a result, are likely to affect the market price of ADSs.

PLAN OF DISTRIBUTION

Not applicable.

SELLING SHAREHOLDERS

Not applicable.

DILUTION

Not applicable.

EXPENSES OF THE ISSUE

Not applicable.

ITEM 10.ADDITIONAL INFORMATION

ARTICLES OF ASSOCIATION

The Company’s articles of association were adopted at the Annual General Meeting held on May 28, 2010.

The following summarizes material rights of holders of the Company’s ordinary shares under the material provisions of the Company’s articles of association and English law. This summary is qualified in its entirety by reference to the Companies Act and the Company’s articles of association. The Company’s articles of association are filed as an exhibit to this Form 20-F.

The Company’s shares may be held in certificated or uncertificated form. No holder of the Company’s shares will be required to make additional contributions of capital in respect of the Company’s shares in the future.

In the following description, a “shareholder” is the person registered in the Company’s register of members as the holder of the relevant share.

Principal Objectsobjects

The Company is incorporated under the name InterContinental Hotels Group PLC and is registered in England and Wales with registered number 5134420. The Company’s articles of association do not restrict its objects.

Directors

Under the Company’s articles of association, a director may not vote in respect of any proposal in which he, or any person connected with him, has any material interest other than by virtue of his interests in securities of, or otherwise in or through, the Company. This is subject to certain exceptions, relatingincluding in relation to proposals (a) indemnifying

65


him in respect of obligations incurred on behalf of the Company, (b) indemnifying a third partythird-party in respect of obligations of the Company for which the director has assumed responsibility under an indemnity or guarantee, (c) relating to an offer of securities in which he will be interested as an underwriter, (d) concerning another body corporate in which the director is beneficially interested in less than one percent of the issued shares of any class of shares of such a body corporate, (e) relating to an employee benefit in which the director will share equally with other employees and (f) relating to liability insurance that the Company is empowered to purchase for the benefit of directors of the Company in respect of actions undertaken as directors (or officers) of the Company.

The directors are empowered to exercise all the powers of the Company to borrow money, subject to the limitation that the aggregate amount of all moneys borrowed by the Company and its subsidiaries shall not exceed an amount equal to three times the Company’s share capital and consolidated reserves, unless sanctioned by an ordinary resolution of the Company.

Directors are not required to hold any shares of the Company by way of qualification.

Rights Attachingattaching to Sharesshares

Under English law, dividends are payable on the Company’s ordinary shares only out of profits available for distribution, as determined in accordance with accounting principles generally accepted in the United Kingdom and by the Companies Act. Holders of the Company’s ordinary shares are entitled to receive such dividends as may be declared by the shareholders in general meeting, rateably according to the amounts paid up on such shares, provided that the dividend cannot exceed the amount recommended by the directors.

The Company’s Board of directors may pay shareholders such interim dividends as appear to them to be justified by the Company’s financial position. If authorized by an ordinary resolution of the shareholders, the Board of directors may also direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid up shares or debentures of any other company).

Any dividend unclaimed after six years from the date the dividend was declared, or became due for payment, will be forfeited and will revert to the Company.

Voting Rightsrights

Voting at any general meeting of shareholders is by a show of hands unless a poll, which is a written vote, is duly demanded. On a show of hands, every shareholder who is present in person or by proxy at a general meeting has one vote regardless of the number of shares held. On a poll, every shareholder who is present in person or by proxy has one vote for every 1329/47 pence in nominal amount of the sharesshare held by that shareholder. A poll may be demanded by any of the following:

the chairman of the meeting;

at least five shareholders present in person or by proxy and entitled to vote at the meeting;

• the chairman of the meeting;
• at least five shareholders present in person or by proxy and entitled to vote at the meeting;
• any shareholder or shareholders representing in the aggregate not less than one-tenth of the total voting rights of all shareholders entitled to vote at the meeting; or
• any shareholder or shareholders holding shares conferring a right to vote at the meeting on which there have beenpaid-up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

any shareholder or shareholders present in person or by proxy representing in the aggregate not less than one-tenth of the total voting rights of all shareholders entitled to vote at the meeting; or

any shareholder or shareholders present in person or by proxy holding shares conferring a right to vote at the meeting on which there have been paid-up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

A proxy form will be treated as giving the proxy the authority to demand a poll, or to join others in demanding one.

The necessary quorum for a general meeting is three persons carrying a right to vote upon the business to be transacted, whether present in person or by proxy.


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Matters are transacted at general meetings of the Company by the proposing and passing of resolutions, of which there are two kinds:

an ordinary resolution, which includes resolutions for the election of directors, the approval of Financial Statements, the cumulative annual payment of dividends, the appointment of auditors, the increase of authorized share capital or the grant of authority to allot shares; and

a special resolution, which includes resolutions amending the Company’s articles of association, disapplying statutory pre-emption rights, modifying the rights of any class of the Company’s shares at a meeting of the holders of such class or relating to certain matters concerning the Company’s winding up or changing the Company’s name.

• an ordinary resolution, which includes resolutions for the election of directors, the approval of financial statements, the cumulative annual payment of dividends, the appointment of auditors, the increase of authorized share capital or the grant of authority to allot shares; and
• a special resolution, which includes resolutions amending the Company’s articles of association, disapplying statutory pre-emption rights, modifying the rights of any class of the Company’s shares at a meeting of the holders of such class or relating to certain matters concerning the Company’s winding up or changing the Company’s name.

An ordinary resolution requires the affirmative vote of a majority of the votes of those persons voting at a meeting at which there is a quorum.

Special resolutions require the affirmative vote of not less than three-fourths of the persons voting at a meeting at which there is a quorum.

Annual General Meetings must be convened upon advance written notice of 21 days. Other meetings must be convened upon advance written notice of 14 days. The days of delivery or receipt of the notice are not included. The notice must specify the nature of the business to be transacted. The Board of directors may if they choose make arrangements for shareholders who are unable to attend the place of the meeting to participate at other places.

The articles of association specify that each Director shall retire every three years at the Annual General Meeting and unless otherwise decided by the Directors, shall be eligible for re-election. However, the new UK Corporate Governance Code recommends that all Directors of FTSE 350 companies submit themselves for election or re-election (as appropriate) by shareholders every year. Although IHG is not obliged to follow this recommendation until its Annual General Meeting in 2012, the Board has decided to submit the appointment of all its Directors for shareholder approval in 2011. Therefore, all Directors will retire and offer themselves for election or re-election at the next2013 Annual General Meeting.

Variation of Rightsrights

If, at any time, the Company’s share capital is divided into different classes of shares, the rights attached to any class may be varied, subject to the provisions of the Companies Act, with the consent in writing of holders of three-fourths in nominal value of the issued shares of that class or upon the adoption of a special resolution passed at a separate meeting of the holders of the shares of that class. At every such separate meeting, all of the provisions of the articles of association relating to proceedings at a general meeting apply, except that the quorum is to be the number of persons (which must be two or more) who hold or represent by proxy not less than one-third in nominal value of the issued shares of the class.

Rights in aWinding-up winding-up

Except as the Company’s shareholders have agreed or may otherwise agree, upon the Company’s winding up, the balance of assets available for distribution:

after the payment of all creditors including certain preferential creditors, whether statutorily preferred creditors or normal creditors; and

subject to any special rights attaching to any class of shares;

• after the payment of all creditors including certain preferential creditors, whether statutorily preferred creditors or normal creditors; and
• subject to any special rights attaching to any class of shares;

is to be distributed among the holders of ordinary shares according to the amountspaid-up on the shares held by them. This distribution is generally to be made in cash. A liquidator may, however, upon the adoption of an extraordinarya special resolution of the shareholders, divide among the shareholders the whole or any part of the Company’s assets in kind.


67


Limitations on Votingvoting and Shareholdingshareholding

There are no limitations imposed by English law or the Company’s articles of association on the right of non-residents or foreign persons to hold or vote the Company’s ordinary shares or ADSs, other than the limitations that would generally apply to all of the Company’s shareholders.

MATERIAL CONTRACTS

The following contracts have been entered into otherwise than in the course of ordinary business by members of the Group either (i) in the two years immediately preceding the date of this document in the case of contracts which are or may be material or (ii) which contain provisions under which any Group member has any obligation or entitlement which is material to the Group as at the date of this document. To the extent that these agreements include representations, warranties and indemnities, such provisions are considered standard in an agreement of that nature, save to the extent identified below.

£750,000,000 Euro Medium Term Note Program

In 2012, the Group updated its Euro Medium Term Note program (the “Program”) and issued a tranche of £400,000,000 3.875% notes due November 28, 2022.

1. On November 27, 2009, a9, 2012, an amended and restated trust deed (the “Trust Deed”) was executed by InterContinental Hotels Group PLC as issuer (the “Issuer”), Six Continents Limited and InterContinental Hotels Limited as guarantors (the “Guarantors”) and HSBC Corporate Trustee Company (UK) Limited as trustee (the “Trustee”), in accordance withpursuant to which the Issuer established a Euro medium term note program (the “Program”) pursuanttrust deed dated November 29, 2009, as supplemented by the first supplemental trust deed dated July 7, 2011 between the same parties relating to whichthe Program was amended and restated. Under the Trust Deed, the Issuer may issue notes (“Notes”) unconditionally and irrevocably guaranteed by the Guarantors, up to a maximum nominal amount from time to time outstanding of £750,000,000 (or its equivalent in other currencies).

Notes are to be issued in series (each a “Series”) in bearer form. Each Series may comprise one or more tranches (each a “Tranche”) issued on different issue dates. Each Tranche of Notes maywill be issued either (1) pursuant toon the terms and conditions set out in the updated Base Prospectus dated November 27, 20099, 2012 (the “Base Prospectus”) as amendedand/or supplemented by a document setting out the final terms (the “Final Terms”) of the Notessuch Tranche or (2) pursuant toin a separate prospectus specific to such Tranche (the “Drawdown Prospectus”). The terms and conditions applicable to any particular Tranche of Notes will be the Terms and Conditions of the Notes as supplemented, amendedand/or replaced to the extent described in the relevant Final Terms or, as the case may be, the relevant Drawdown Prospectus.

Under the Trust Deed, each of the Issuer and the Guarantors has given certain customary covenants in favor of the Trustee.

Final Terms were issued (pursuant to the previous base prospectus dated November 27, 2009) on December 9, 2009 in respect of the issue of a Tranche of £250,000,000 6 per cent6% Notes due December 9, 2016. These 2016 (the “2009 Issuance”).

Final Terms stipulatewere issued pursuant to the Base Prospectus on November 26, 2012 in respect of the issue of a Tranche of £400,000,000 3.875% Notes due November 28, 2022 (the “2012 Issuance”).

The Final Terms issued under each of the 2009 Issuance and the 2012 Issuance provide that the holders of the Notes have the right to repayment if the Notes (a) become non-investment grade within the period commencing on the date of announcement of a change of control and ending 90 days after the change of control (the “Change of Control Period”) and are not subsequently, within the Change of Control Period, reinstated to investment grade; (b) are downgraded from a non-investment grade and are not reinstated to its earlier credit rating or better within the Change of Control Period; or (c) are not credit rated and do not become investment-grade credit rated by the end of the Change of Control Period.

Further details of the Program and the Notes are set out in the Base Prospectus, a copy of which is available (as is a copy of each of the Final Terms dated December 7, 2009)2009 relating to the 2009 Issuance and the Final Terms dated November 26, 2012 relating to the 2012 Issuance) on the Company’s website at www.ihgplc.com. TheseThe Notes issued pursuant to the 2009 Issuance and the Notes issued pursuant to the 2012 Issuance are referred to as “£250 million 6% bonds” and the “£400 million 3.875% bonds” respectively in the Consolidated Financial Statements.

2. On November 27, 2009, the Issuer and the Guarantors entered into an agency agreement (the “Agency Agreement”) with HSBC Bank PLC as principal paying agent and the Trustee, pursuant to which the Issuer and the Guarantors appointed paying agents and calculation agents in connection with the Program and the Notes.

Under the Agency Agreement, each of the Issuer and the Guarantors has given a customary indemnity in favor of the paying agents and the calculation agents.

There was no change to the Agency Agreement in 2011 or 2012.

3. On November 27, 2009,9, 2012, the Issuer and the Guarantors entered into a dealer agreement (the “Dealer Agreement”) with Barclays Bank PLC, HSBC Bank PLC and The Royal Bank of Scotland PLC as arrangersarranger (the “Arrangers”“Arranger”) and Barclays Bank PLC,Citigroup Global Markets Limited, HSBC Bank PLC, Lloyds TSB Bank PLC, Merrill Lynch International,


68


Société Générale Mitsubishi UFJ Securities International PLC and The Royal Bank of Scotland PLC as dealers (the “Dealers”), pursuant to which the Dealers were appointed in connection with the Program and the Notes.

Under the Dealer Agreement, each of the Issuer and the Guarantors has given customary warranties and indemnities in favor of the Dealers.

Syndicated Facility

On May 2, 2008, InterContinental Hotels Group PLCNovember 7, 2011, the Company signed the Syndicated Facility, which comprises a five year $2,100five-year $1,070 million bank facility agreement with The Royal Bank of America N.A.Scotland plc, NB International Finance B.V., Citigroup Global Markets Limited, HSBC Bank plc, Lloyds TSB Bank plc and The Bank of Tokyo-Mitsubishi UFJ, Ltd., Barclays Capital, HSBC Bank plc, Lloyds TSB Bank plc, The Royal Bank of Scotland plc, Société Générale Corporate & Investment Banking and WestLB AG, London Branch, all acting as mandated lead arrangers and underwriters and HSBC Bank plcBanc of America Securities Limited as agent bank.

The facility was split into a $1.6 billion five year revolving credit facility and a $500 million 30 month term loan facility. The term loan reduced to $85 million in December 2009 following repayment of $415 million. The outstanding sum of $85 million was repaid in full in September 2010.
agent.

The interest margin payable on borrowings under the Syndicated Facility is linked to IHG’s consolidated net debt to consolidated EBITDA ratio. The margin can vary between LIBOR + 0.475%0.90% and LIBOR + 1.05%1.70% depending on the level of the ratio.

Disposal to Hospitality Properties Trust (“HPT”)
On December 17, 2004, BHR Texas L.P., InterContinental Hotels Group Resources, Inc., Crowne Plaza LAX, LLC, Crowne Plaza Hilton Head Holding Company, Holiday Pacific Partners Limited Partnership, 220 Bloor Street Hotel Inc. and Staybridge Markham, Inc. (together, the “Vendors”) entered into a Purchase and Sale Agreement (as amended and restated on February 9, 2005) with HPT IHG — 2 Properties Trust (“HPT IHG-2”), pursuant to which HPT IHG-2 purchased from the Vendors 12 hotels situated in the United States and Canada. On the same date, Six Continents International Holdings B.V. (“SIH”), entered into a Stock Purchase Agreement (as amended and restated on February 9, 2005) with HPT IHG-2, pursuant to which HPT IHG-2 purchased from SIH all of the shares in Crowne Plaza (Puerto Rico) Inc., which is the owner of a hotel in Puerto Rico. The total consideration payable by HPT IHG-2 for the sales amounted to $425 million, before transaction costs, equivalent to net book value (of which $395 millionfacility was received upon the main completion of the sale on February 16, 2005, with the remaining $30 million received upon the completion of the sale of the InterContinental Hotel in Austin, on June 1, 2005). The Group continues to manage the hotels.
Under the Purchase and Sale Agreement and Stock Purchase Agreement, the Vendors have given certain customary warranties and indemnities to HPT IHG-2.
In connection with the disposals referred to above and as part of both prior and subsequent transactions with HPT in relation to managed hotels, the Group agreed to guarantee certain amounts payable to HPT TRS IHG-1, HPT TRS IHG-2 and HPT TRS IHG-3 (being subsidiaries of the HPT group). The guarantee is for a maximum amount of $125 million, of which $118 million had been utilizedundrawn at December 31, 2010, and requires amounts to be paid by IHG to HPT TRS IHG-1, HPT TRS IHG-2 and HPT TRS IHG-3 irrespective of the revenue generated by the relevant hotels. The guarantee may be terminated if certain financial tests are met. In addition to the guarantee, the Group paid a deposit to HPT in three transactions between July 2003 and December 2006 in the aggregate amount of $37 million which may be used by HPT to supplement any shortfall between the amounts required to be paid and the amounts actually paid by the Group to HPT (or its affiliates) if the maximum amount of the guarantee has been met.
UK Hotels Disposal
A Share Purchase Agreement (the “SPA”) was entered into on March 10, 2005 between Six Continents, IHC London (Holdings) Limited (“IHC Holdings”) and LRG. Pursuant to the SPA, Six Continents and IHC Holdings (the “Sellers”) agreed to sell all of the issued ordinary share capital of Six Continents Hotels & Holidays Limited, Holiday Inn Limited, NAS Cobalt No. 2 Limited and London Forum Hotel Limited respectively (together, the “LRG Shares”) to LRG and to transfer to LRG certain contractual rights to the extent they related to


69

2012.


the hotels LRG indirectly acquired under the SPA (the “LRG Hotels”) and which remained to be completed or performed, or remained in force, after completion of the sale of the LRG Shares to LRG.
The agreed sale price for the LRG Shares was £1 billion. Proceeds of £40 million were deferred and were contingent upon certain pre-agreed performance targets being reached. Following completion, the Group continues to manage the LRG Hotels.
Under the SPA, the Sellers gave certain warranties in relation to the assets disposed of and LRG gave certain warranties in relation to its authority to enter into the SPA and its capacity to perform its obligations under the SPA. Certain indemnities were also given by the Sellers.
Australasian Hotels Disposals
On September 1, 2005, Holiday Inn Holdings (Australia) Pty Limited, SPHC Group Pty Limited and HIA(T) Pty Limited (for the Australian assets) and Hale International Limited (for the New Zealand asset), all three of which are members of the Group, (“IHG”) entered into two sale and purchase agreements with HANZ (Australia) Pty Limited (for the Australian assets) and HANZ Holdings (New Zealand) Limited (for the New Zealand asset), both companies being subsidiaries of the Hotel Alternative (Australia and New Zealand) Private Syndicate managed by Eureka Funds Management Limited (“Eureka”) pursuant to which Eureka purchased from IHG nine hotels situated in Australia and New Zealand for AUS$390 million in cash (before transaction costs) which is AUS$75 million above the net book value of AUS$315 million. IHG gave to Eureka normal warranties in relation to the hotels and an indemnity for pre-completion tax liabilities. The transaction completed on October 31, 2005.
The Group continues to manage the hotels for Eureka under ten year management contracts entered into at the time of the transaction, with an option to extend for ten further years at the Group’s discretion.
Britvic Underwriting Agreement
An Underwriting Agreement was entered into on November 25, 2005 between, inter alia, Britvic, IHG in its capacity as a selling shareholder, the directors of Britvic, Citigroup and Deutsche Bank AG (as joint sponsors) and Citigroup, Deutsche Bank AG, Lehman Brothers International (Europe) and Merrill Lynch International (as joint Underwriters). This set out the mechanics for the Britvic initial public offering and included customary termination rights. Britvic gave customary warranties, indemnities and undertakings in the context of an agreement of this sort. IHG also gave customary warranties and indemnities in its capacity as a selling shareholder. Under this agreement, each of the selling shareholders paid a commission equal to 2% of the offer price multiplied by the number of shares sold by that selling shareholder to the joint Underwriters.
Disposal to Westbridge

On March 10, 2006 a Sale and Purchase Agreement (“SPA”) was entered into between BHR Luxembourg S.a.r.l.S.à.r.l. and other wholly owned subsidiaries of IHG as sellers (BHR Luxembourg S.a.r.l.S.à.r.l. being the principal seller) and Cooperatie Westbridge Europe I U.A. as purchaser and Westbridge Hospitality Fund L.P. as the purchaser’s guarantor. Under the SPA the sellers agreed to sell 23 hotels situated across Europe in France, Germany, Belgium, the Netherlands, Austria, Italy and Spain.

The agreed sale price was €352 million. IHG’s share of the proceeds was €345.2 million (before transaction costs), in cash and the assumption of debt, and the balance of €6.8 million relates to third-party minority interests.

The hotels continue to be operated by the purchaser under the same brands under 15 year15-year franchise agreements.

Under the SPA the sellers gave certain customary warranties and indemnities to the purchaser.

Disposal to Morgan Stanley Real Estate Funds

On July 13, 2006 a sale and purchase agreement (“SPA”) was entered into between BHR Holdings BV and other wholly owned subsidiaries of IHG as sellers (BHR Holdings BV being the principal seller) and a subsidiary of Morgan Stanley Real Estate Funds MSREF VI Danube BV. Under the SPA the sellers agreed to sell seven


70


InterContinental branded hotels situated across Europe in France, Germany, the Netherlands, Austria, Hungary, Italy and Spain.

The agreed sale price for the seven hotels was €634 million. The Group retained 30 year30-year management contracts on the hotels, with two ten yearten-year renewals at the Group’s discretion, giving a total potential contract length of 50 years.

Under the SPA the sellers gave certain customary warranties and indemnities to the purchaser.

EXCHANGE CONTROLS

There are no restrictions on dividend payments to US citizens.

Although there are currently no UK foreign exchange control restrictions on the export or import of the capital or the payment of dividends on the ordinary shares or the ADSs, from time to time English law imposes restrictions on the payment of dividends to persons resident (or treated as so resident) in or governments of (or persons exercising public functions in) certain countries (each of the foregoing, a “Prohibited Person”).

There are no restrictions under the articles of association or under English law that limit the right of non-resident or foreign owners to hold or vote the ordinary shares. However, under current English law, ordinary shares or ADSs may not be owned by a Prohibited Person. In addition, the Company’s articles of association contain certain limitations on the voting and other rights of any holder of ordinary shares, whose holding may, in the opinion of the directors, result in the loss or failure to secure the reinstatement of any license or franchise from any US governmental agency held by Six Continents Hotels Inc or any subsidiary thereof.

TAXATION

This section provides a summary of the material US federal income tax and UK tax consequences to US holders, as defined below, of owning and disposing of ordinary shares or ADSs of the Company. This section addresses only the tax position of a US holder who holds ordinary shares or ADSs as capital assets. This section does not, however, discuss the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) known as the Medicare Contribution tax or the tax consequences of members of special classes ofto holders subject to special rules, such as

certain financial institutions;

insurance companies;

• certain financial institutions;
• insurance companies;
• dealers and traders in securities or foreign currencies;
• persons holding ordinary shares or ADSs as part of a hedge, straddle, conversion transaction, integrated transaction or similar transaction;
• persons whose functional currency for US federal income tax purposes is not the US dollar;
• partnerships or other entities classified as partnerships for US federal income tax purposes;
• persons liable for the alternative minimum tax;
• tax-exempt organizations;
• persons who acquired our ADSs or ordinary shares pursuant to the exercise of any employee stock option or otherwise as compensation;
• holders that, directly or indirectly, hold 10% or more of the Company’s voting stock.

dealers and traders in securities who use a mark-to-market method of tax accounting;

persons holding ordinary shares or ADSs as part of a hedge, straddle, conversion transaction, integrated transaction or wash sale or persons entering into a constructive sale with respect to the ordinary shares or ADSs;

persons whose functional currency for US federal income tax purposes is not the US dollar;

partnerships or other entities classified as partnerships for US federal income tax purposes;

persons liable for the alternative minimum tax;

tax-exempt organizations;

persons who acquired the Company’s ADSs or ordinary shares pursuant to the exercise of any employee stock option or otherwise in connection with employment; or

holders that, directly or indirectly, hold 10% or more of the Company’s voting stock.

This section does not generally deal with the position of a US holder who is resident or, in the case of an individual, ordinarily resident in the United KingdomUK for UK tax purposes or who is subject to UK taxation on capital gains or income by virtue of carrying on a trade, profession or vocation in the United KingdomUK through a branch, agency or permanent establishment andto which such ADSs or ordinary shares are or have beenattributable (“trading in the UK”).

As used held or acquired for the purposes of such trade, profession or vocation.

A US holderherein, a “US holder” is a beneficial owner of ordinary shares or ADSs who is for US federal income tax purposes (i) an individuala citizen or individual resident of the US, (ii) a US domestic corporation, or other entity taxable as a corporation,


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created or organized in or under the laws of the United States or any political subdivision thereof; (iii) an estate whose income is subject to US federal income tax regardless of its source, or (iv) a trust if a US court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

This section is based on the Internal Revenue Code, of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, and on UK tax laws and the published practice of the UK HM Revenue and Customs (“HMRC”), all as of the date hereof. These laws, and that practice, are subject to change, possibly on a retroactive basis.

This section is further based in part upon the representations of the Depositary and assumes that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. For US federal income tax purposes, an owner of ADRs evidencing ADSs will generally be treated as the owner of the underlying shares represented by those ADSs. In practice, HMRC will also regard holders of ADSs as the beneficial owners of the ordinary shares represented by those ADSs (although case law has cast some doubt on this). The discussion below assumes that HMRC’s position is followed. Generally, exchanges of ordinary shares for ADRs, and ADRs for ordinary shares, will not be subject to US federal income tax or UK taxation on capital gains.

gains, although UK stamp duty reserve tax (“SDRT”) may arise as described below.

The US Treasury has expressed concerns that parties to whom ADRsAmerican depositary shares are pre-released may be taking actions that are inconsistent with the claiming of foreign tax credits forby US holders of ADRs.American depositary shares. Such actions would also be inconsistent with the claiming of the reduced ratepreferential rates of tax, described below, for qualified dividend income. Accordingly, the analysis of the availability of the reduced ratepreferential rates of tax for qualified dividend income described below could be affected by actions taken by parties to whom the ADRs are pre-released.

The following discussion assumes that the Company is not, and will not become, a passive foreign investment company (a “PFIC”), as described below.

Investors should consult their own tax advisors regarding the US federal, state and local, the UK and other tax consequences of owning and disposing of shares and ADSs in their particular circumstances.

Taxation of Dividendsdividends

United Kingdom Taxation

Under current UK tax law, the Company will not be required to withhold tax at source from dividend payments it makes.

A US holder who is not resident or ordinarily resident for United KingdomUK tax purposes in the United KingdomUK and who is not trading in the UK will generally not be liable for UK taxation on dividends received in respect of the ADSs or ordinary shares.

United States Federal Income Taxation

Subject to the passive foreign investment company (“PFIC”) rules discussed below, a

A US holder is subject to US federal income taxation on the gross amount of any dividend paid by the Company out of its current or accumulated earnings and profits (as determined for US federal income tax purposes). Distributions in excess of the Company’s current and accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a return of capital to the extent of the US holder’s basis in the shares or ADSs and thereafter as capital gain. Because the Company has not historically maintained, and does not currently maintain, books in accordance with US tax principles, the Company does not expect to be in a position to determine whether any distribution will be in excess of the Company’s current and accumulated earnings and profits as computed for US federal income tax purposes. As a result, the Company expects that amounts distributed will be reported to the Internal Revenue Service (the “IRS”) as dividends.

Subject to applicable limitations and the discussion above regarding concerns expressed by the US Treasury, dividends paid to acertain non-corporate US holder inholders will be taxable years beginning before January 1, 2013 thatat the preferential rates applicable to long-term capital gain if the dividends constitute qualified dividend income will be taxable to the holder at a maximum tax rate of 15%.income. The Company expects that dividends paid by the Company with respect to the shares or ADSs will constitute qualified dividend income. U.S. HoldersUS holders should consult their own tax advisors to determine whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.

these preferential rates.

Dividends must be included in income when the US holder, in the case of shares, or the Depositary, in the case of ADSs, actually or constructively receives the dividend, and will not be eligible for the dividends-received


72


deduction generally allowed to US corporations in respect of dividends received from other US corporations. For foreign tax credit limitation purposes, dividends will generally be income from sources outside the United States.

The amount of any dividend paid in pounds will be the US dollar value of the pound sterling payments made, determined at the spot pound sterling/US dollar rate on the date the dividend distribution is includible in income, regardless of whether the payment is in fact converted into US dollars. If the dividend is converted into US dollars on the date of receipt, a US holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in income to the date the payment is converted into US dollars will be treated as ordinary income or loss and, for foreign tax credit limitation purposes, from sources within the United States.

Taxation of Capital Gains

United Kingdom Taxation

A US holder who is not resident or, in the case of an individual, ordinarily resident for UK tax purposes in the United KingdomUK and who is not trading in the UK will not generally be liable for UK taxation on capital gains, or eligible for relief for allowable losses, realized or accrued on the sale or other disposal of ADSs or ordinary shares.

A US holder of ADSs or ordinary shares who is an individual and who, broadly, has temporarily ceased to be resident or ordinarily resident in the UK or has become temporarily treated as non-resident for UK tax purposes for a period of less than five years of assessment and who disposes of ordinary shares or ADSs during that period may, for the year of assessment when that individual becomes resident again in the UK, also be liable to UK tax on capital gains (subject to any available exemption or relief), notwithstanding the fact that such US holder was not resident or ordinarily resident in the United KingdomUK at the time of the sale or other disposal.

The concept of ordinary residence is proposed to be abolished with effect from 6 April 2013.

United States Federal Income Taxation

Subject to the PFIC rules discussed below, a

A US holder that sells or otherwise disposes of ordinary shares or ADSs will recognize a capital gain or loss for US federal income tax purposes equal to the difference between the US dollar value of the amount realized and its tax basis determined in US dollars, in the ordinary shares or ADSs.ADSs, each determined in US dollars. Such capital gain or loss will be long-term capital gain or loss where the holder has a holding period greater than one year. The capital gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The deductibility of capital losses is subject to limitations.

PFIC Rules

The Company believes that it was not a PFIC for US federal income tax purposes for its 20102012 taxable year. However, this conclusion is an annual factual determination and thus may be subject to change. If the Company were to be treated as a PFIC, gain realized on the sale or other disposition of ordinary shares or ADSs would in general not be treated as capital gain. Instead, gain would be treated as if the US holder had realized such gain ratably over the holding period for the ordinary shares or ADSs and, to the extent allocated to the taxable year of the sale or other exchange and to any year before the Company became a PFIC, would be taxed as ordinary income. The amount allocated to each other taxable year would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. In addition, similar rules would apply to any “excess distribution” received on the ordinary

shares or ADSs (generally, the excess of any distribution received on the ordinary shares or ADSs during the taxable year over 125% of the average amount of distributions received during a specified prior period), and the preferential raterates for “qualified dividend income” received by certain non-corporate US holders would not apply. Certain elections may be available (including amarket-to-market election) to US holders that would result in alternative treatments of the ordinary shares or ADSs. Pursuant to legislation enacted in 2010, ifIf the Company were to be treated as a PFIC in any taxable year in which a US holder held ordinary shares or ADSs, a US holder may be required to file an annual report with the Internal Revenue ServiceIRS containing such information as the Treasury Department may require.


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Additional Tax Considerationsconsiderations

United States Backup Withholding and Information Reporting

Payments of dividends and other proceeds with respect to ADSs and ordinary shares may be reported to the IRS and to the US holder. Backup withholding may apply to these reportable payments if the US holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its US federal income tax returns. Certain US holders (including, among others, corporations) are not subject to information reporting and backup withholding. The amount of any backup withholding from a payment to a US holder will be allowed as a credit against the holder’s US federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS. US holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

United Kingdom Inheritance Tax

An individual who is neither domiciled nor deemed domiciled in the UK (under certain UK rules relating to previous domicile or long residence) is only chargeable to UK inheritance tax to the extent the individual owns assets situated in the UK. As a matter of UK law, it is not clear whether the situs of an ADS for UK inheritance tax purposes is determined by the place where the depositary is established and records the entitlements of the depositholders, or by the situs of the underlying share which the ADS represents.

represents, but the UK tax authorities are likely to take the view that the ADSs, as well as the ordinary shares, are UK situs assets.

However, an individual who is domiciled in the United States (for the purposes of the Estate and Gift Tax Convention) and is not a UK national as defined in the Convention will not be subject to UK inheritance tax (to the extent UK inheritance tax applies) in respect of the ordinary shares or ADSs on the individual’s death or on a transfer of the ordinary shares or ADSs during their lifetime, provided that any applicable US federal gift or estate tax is paid, unless the ordinary shares or ADSs are part of the business property of a UK permanent establishment or pertain to a UK fixed base of an individual used for the performance of independent personal services. Where the ordinary shares or ADSs have been placed in trust by a settlor, they may be subject to UK inheritance tax unless, when the trust was created, the settlor was domiciled in the United States and was not a UK national. If no relief is given under the Convention, inheritance tax may be charged on the amount by which the value of the transferor’s estate is reduced as a result of any transfer made by way of gift or other undervalue transfer by an individual, broadly within seven years of death, or on the death of an individual, and in certain other circumstances. Where the ordinary shares or ADSs are subject to both UK inheritance tax and to US federal gift or estate tax, the Estate and Gift Tax Convention generally provides for either a credit against US federal tax liabilities for UK inheritance tax paid or for a credit against UK inheritance tax liabilities for US federal tax paid, as the case may be.

United Kingdom Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

The transfer of ordinary shares

Neither stamp duty nor SDRT will generally be liablepayable in the UK on the purchase or transfer of an ADS, provided that the ADS and any separate instrument or written agreement of transfer are executed and remain at all times outside the UK. UK legislation does however provide for stamp duty (in the case of transfers) or SDRT to stamp dutybe payable at the rate of 0.5% of1.5% on the amount or value of the consideration given (rounded up to the nearest £5). An unconditional agreement to transfer ordinary shares will generally be subject to SDRT at 0.5% of the agreed consideration. However, if within the period of six years of the date of such agreement becoming unconditional an instrument of transfer is executed pursuant to the agreement and duly stamped, any liability to SDRT will usually be repaid, if already paid, or canceled. The liability to pay stamp duty or SDRT is generally satisfied by the purchaser or transferee.

No stamp duty or SDRT will generally arise on a transfer of ordinary shares into CREST, unless such transfer is made for a consideration(or, in money or money’s worth, in which case a liability to SDRT will arise, usually at the rate of 0.5% ofsome cases, the value of the consideration.
A transfer ofordinary shares) where ordinary shares effected onare issued or transferred to a paperless basis within CREST will generally be subject to SDRT at the rate of 0.5% of the value of the consideration.
Stamp duty, or SDRT, may be payable upon the transfer or issue of ordinary shares to, or toperson (or a nominee or in some cases, agent of a personperson) whose business is or includes issuing depositary receipts or the provision of clearance services. For these purposes, the current rate of stamp duty and SDRT is usually 1.5% (rounded up, in the case of stamp duty, to the nearest £5). The rate is applied, in each case, to the amount or value of the consideration or, in some circumstances, to the value or the issue price of the ordinary shares. In accordance with the terms of the deposit agreement, any tax or duty payable on deposits of ordinary shares by the depositary or by the custodian of the depositary will typically be charged to the party to whom ADSs are delivered against such deposits.
Provided

Following litigation on the subject, HMRC has accepted that it will no longer seek to apply the 1.5% SDRT charge when new shares are issued to a clearance service or depositary receipt system on the basis that the instrument of transfercharge is not executedcompatible with EU law. In HMRC’s view, the 1.5% SDRT or stamp duty charge will continue to apply to transfers of shares into a clearance service or depositary receipt system unless they are an integral part of an issue of share capital. This view is currently being challenged in further litigation.Accordingly, specific professional advice should be sought before paying the 1.5% SDRT or stamp duty charge in any circumstances.

A transfer of the underlying ordinary shares will generally be subject to stamp duty or SDRT, normally at the rate of 0.5% of the amount of value of the consideration (rounded up to the next multiple of £5 in the United Kingdom and remains at all subsequent times outside the United Kingdom, nocase of stamp duty should be payable onduty). A transfer of ordinary shares from a nominee to its beneficial owner, including the transfer of ADSs. An agreementunderlying ordinary shares from the depositary to transfer ADSs in the form of depositary receiptsan ADS holder, under which no beneficial interest passes, will not give risebe subject to a liability tostamp duty or SDRT.


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DOCUMENTS ON DISPLAY

It is possible to read and copy documents referred to in this Annual Report onForm 20-F that have been filed with the SEC at the SEC’s public reference room located at 100 F Street, NE Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330 for further information on the public reference rooms and their copy charges. The Company’s SEC filings since May 22, 2002 are also publicly available through the SEC’s website located at www.sec.gov.

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Exchange and Interest Rate Risk,interest rate risk, and Financial Instrumentsfinancial instruments

The Group’s treasury policy is to manage financial risks that arise in relation to underlying business needs. The activities of the treasury function are carried out in accordance with Board approved policies and are subject to regular internal audit. The treasury function does not operate as a profit center.

Treasury Risk Managementrisk management

The treasury function seeks to reduce the financial risk of the Group and manages liquidity to meet all foreseeable cash needs. Treasury activities may include money market investments, spot and forward foreign exchange instruments, currency options, currency swaps, interest rate swaps and options and forward rate agreements. One of the primary objectives of the Group’s treasury risk management policy is to mitigate the adverse impact of movements in interest rates and foreign exchange rates.

Credit Riskrisk

Credit risk on treasury transactions is minimized by operating a policy on the investment of surplus cash that generally restricts counterparties to those with an A credit rating or better or those providing adequate security.

Notwithstanding that counterparties must have an A credit rating or better, during periods of significant financial market turmoil, counterparty exposure limits are significantly reduced and counterparty credit exposure reviews are broadened to include the relative placing of credit default swap pricings.

The Group trades only with recognized, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures.

In respect of credit risk arising from financial assets, the Group’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments.

Most of the Group’s surplus funds are held in the United Kingdom or United States, and there are no material fundsalthough $7 million (2011 $2 million) is held in a country where repatriation is restricted as a result of foreign exchange regulations.

Interest Rate RiskCurrency risk

Interest rate exposure is managed within parameters that stipulate that fixed rate borrowings should normally account for no less than 25% and no more than 75% of net borrowings for each major currency. This is achieved through the use of interest rate swaps. Due to relatively low interest rates and the level of the Group’s debt, 100% of borrowings were fixed rate debt or had been swapped into fixed rate borrowings at December 31, 2010.
At December 31, 2010, the Group held interest rate swaps (swapping floating for fixed) with notional principals of $100 million and €75 million (2009 $250 million and €75 million). These swaps are held to fix the interest payable on borrowings under the Syndicated Facility. At December 31, 2010, $100 million of US dollar borrowings were fixed at 1.99% until May 2012 and €75 million of euro borrowings were fixed at 5.25% until June 2011.
Based on the year-end net debt position and given the underlying maturity profile of investments, borrowings and hedging instruments at December 31, 2010, a one percentage point rise in US dollar interest rates would increase the annual net interest charge by approximately $nil (2009 $0.8 million, 2008 $4.7 million). A similar rise


75


in euro and sterling interest rates would increase the annual net interest charge by approximately $nil (2009 $1.1 million, 2008 $1.2 million) and $nil (2009 $nil, 2008 $0.9 million), respectively.
Currency Risk
The US dollar is the predominant currency of the Group’s revenue and cash flows. Movements in foreign exchange rates can affect the Group’s reported profits, net assets and interest cover. To hedge translation exposure, wherever possible, the Group matches the currency of its debt (either directly or via derivatives) to the currency of its net assets, whilewhilst maximizing the amount of US dollars borrowed to reflect the predominant trading currency. At December 31, 2010,2012, the Group held currency swaps with a principal of $415 million (2009(2011 $415 million) and short dated foreign exchange swaps with principals of €75 million (2009 nil)(2011 €75 million) and HK$ 70$170 million (2009 nil)(2011 $nil).

The Group is exposed to foreign currency risk on income streams denominated in foreign currencies. From time to time, the Group hedges a portion of forecast foreign currency income by taking out forward exchange contracts. The designated risk is the spot foreign exchange risk. There were no such contracts in place at either December 31, 20102012 or December 31, 2009.

2011.

A general strengthening of the US dollar (specifically a five cent fall in the sterling: US dollar rate) would increase the Group’s profit before tax by an estimated $3.5$2.8 million (2009 $1.6(2011 $3.3 million, 2008 $4.02010 $3.5 million) and decreaseincrease net assets by an estimated $5.6$1.8 million (2009 $4.1(2011 decrease of $10.4 million, 2008 $1.12010 decrease of $5.6 million). Similarly, a five cent fall in the euro: US dollar rate would reduce the Group’s profit before tax by an estimated $1.4$2.3 million (2009 $0.7(2011 $1.9 million, 2008 $2.02010 $1.4 million) and decrease net assets by an estimated $16.1 million (2011 $10.3 million, 2010 $8.2 million).

Interest rate risk and sensitivity

Interest rate exposure is managed within parameters that stipulate that fixed rate borrowings should normally account for no less than 25% and no more than 75% of net borrowings for each major currency. This is usually achieved through the use of interest rate swaps. Due to relatively low interest rates and the level of the Group’s debt, 100% of borrowings in major currencies were fixed rate debt at December 31, 2012.

At December 31, 2012, the Group did not hold any interest rate swaps (2011 notional principals held of $100 million (2009 $4.5 million, 2008 $4.3 million)swapping floating for fixed).


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Based on the year-end net debt position and given the underlying maturity profile of investments, borrowings and hedging instruments at that date, neither a one percentage point rise in US dollar, euro nor sterling interest rates would impact the annual net interest charge in the current or prior two years.

Interest Rate Sensitivity
The tables belowon page 80 provide information about the Group’s derivative and other financial instruments that are sensitive to changes in interest rates, including interest rate swaps, currency swaps and debt obligations. For long-term debt obligations, the table presents principal cash flows and related weighted average interest rates by expected maturity dates. For interest rate swaps and currency swaps, the table presents notional amounts and weighted average interest rates by expected maturity dates. Weighted average variable rates are based on rates set on the last day of the period. The actual currencies of the instruments are indicated in parentheses.

At December 31, 20102012

                             
  Expected to mature before December 31,    
  2011 2012 2013 2014 Thereafter Total Fair value(i)
  ($ million, except percentages)    
 
Long-term debt:
                            
Fixed rate public bonds (sterling)              385   385   404 
Fixed rate payable                  6.0%  6.0%    
Fixed rate lease debt (US dollar)              206   206   217 
Fixed rate payable                  9.7%  9.7%    
Variable rate bank debt (various currencies)  1   5   197         203   203 
Average interest rate payable  0.9%  5.3%  1.2%          1.3%    
                             
  (local currency million, except percentages)    
 
Interest rate swaps:
                            
Principal (US dollar)     100            100   (2)
Fixed rate payable      2.0%              2.0%    
Variable rate receivable      0.3%              0.3%    
Principal (euro)  75               75   (2)
Fixed rate payable  5.3%                  5.3%    
Variable rate receivable  1.0%                  1.0%    
                             
  (local currency million, except percentages)    
 
Currency swaps:
                            
Principal receivable (sterling)              250   250   (38)
Fixed rate receivable                  6.0%  6.0%    
Principal payable (US dollar)              415   415     
Fixed rate payable                  6.2%  6.2%    

   Expected to mature before December 31,       
   2013   2014   2015  2016  Thereafter  Total  Fair  value(i) 
   ($ million, except percentages) 

Long-term debt:

          

Fixed rate public bonds 2016 (sterling)

                 403        403    456  

Fixed rate payable

        6.0      6.0 

Fixed rate public bonds 2022 (sterling)

                     638    638    652  

Fixed rate payable

         3.9  3.9 

Fixed rate lease debt (US dollar)

                     212    212    268  

Fixed rate payable

         9.7  9.7 

Variable rate bank debt (New Zealand dollar)

             5            5    5  

Variable interest rate payable

       4.7    4.7 
   (local currency million, except percentages)       

Currency swaps:

          

Principal receivable (sterling)

                 250        250    (19

Fixed rate receivable

        6.0   6.0 

Principal payable (US dollar)

                 415        415   

Fixed rate payable

        6.2   6.2 

(i)Represents the net present value of the expected cash flows discounted at current market rates of interest, except for the public bonds which are shown at market value.


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ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Fees and Charges Payablecharges payable to a Depositarydepositary

Category (as defined by SEC)

  

Depositary actions

  

Associated fee

(a) Depositing or substituting the underlying shares  

Each person to whom ADRs are issued against deposits of Shares, including deposits and issuances in respect of:

$5 for each 100 ADSs (or portion thereof)

•  share distributions, stock split, rights, merger

•  Exchange of securities or any other transactions or event or other distribution affecting the ADSs or the Deposited Securities

(b) Receiving or distributing dividends•   Distribution of stock dividends

  $5 for each 100 ADSs (or portion thereof)
(b) Receiving or distributing dividends  •   

Distribution of stock dividends

Distribution of cash

  

$5 for each 100 ADSs (or portion thereof)

$0.02 or less per ADS (or portion thereof)

(c) Selling or exercising rights  Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities  $5.00 for each 100 ADSs (or portion thereof)
(d) Withdrawing an underlying security  Acceptance of ADRs surrendered for withdrawal of deposited securities  $5.00 for each 100 ADSs (or
(or portion thereof)
(e) Transferring, splitting or grouping receipts  Transfers, combining or grouping of depositary receipts  $1.50 per ADS
(f) General depositary services, particularly those charged on an annual basis  •   Other services performed by the depositary in administering the ADRs  $0.02 per ADS (or portion thereof)* not more than once each calendar year and payable at the sole discretion of the depositary by billing Holders or by deducting such charge from one or more cash dividends or other cash distributions
(g) Expenses of the depositary  

Expenses incurred on behalf of Holders in connection with:

•  Compliance with foreign exchange control regulations or any law or regulation relating to foreign investment

•  The depositary’s or its custodian’s compliance with applicable law, rule or regulation

•  Stock transfer or other taxes and other governmental charges

•  Cable, telex, facsimile transmission/delivery

•  Transfer or registration fees in connection with the deposit and withdrawal of Deposited Securities

•  Expenses of the depositary in connection with the conversion of foreign currency into US dollars (which are paid out of such foreign currency)

•  Any other charge payable by depositary or its agents

  Expenses payable at the sole discretion of the depositary by billing Holders or by deducting charges from one or more cash dividends or other cash distributions $20 per transaction
•   The depositary’s or its custodian’s compliance with applicable law, rule or regulation
•   Stock transfer or other taxes and other governmental charges
•   Cable, telex, facsimile transmission/delivery
•   transfer or registration fees in connection with the deposit and withdrawal of Deposited Securities
•   Expenses of the depositary in connection with the conversion of foreign currency into US dollars (which are paid out of such foreign currency)
•   Any other charge payable by depositary or its agents

*These fees are not currently being charged by the depositary.


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Fees and Charges Payablecharges payable by a Depositarydepositary

Direct payments

Direct Payments

JPMorgan Chase Bank, N.A. is the depositary for IHG’s ADS program. The depositary’s principal executive office is at: 1 Chase Manhattan Plaza, Floor 58, New York, NY10005-1401, United States of America. The depositary, has agreed to reimburse certain reasonable Company expenses related to the Company’s ADR Program and incurred by the Company in connection with the ADR Program. During the year ended December 31, 20102012 the Company received $296,016.62$624,329 from the depositary in respect of legal, accounting and other fees incurred in connection with preparation of Form 20-F and ongoing SEC compliance and listing requirements, investor relations programs and advertising and public relations expenditure.

Indirect Paymentspayments

As part of its service to the Company, JPMorgan has agreed to waive fees for the standard costs associated with the administration of the ADR Program, associated operating expenses and investor relations advice. In the year ended December 31, 2010,2012, JPMorgan agreed to waive fees and expenses amounting to $20,000.


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PART II

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.CONTROLS AND PROCEDURES

Disclosure Controlscontrols and Proceduresprocedures

As at the end of the period covered by this report, the Group carried out an evaluation under the supervision and with the participation of the Group’s management, including the Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined inRules 13a-15(c) and15d-15(e)13a-15(e)). These are defined as those controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the specified periods. Based on that evaluation, the Chief Executive and Chief Financial Officer concluded that the Group’s disclosure controls and procedures were effective.

Management’s Reportreport on Internal Control Over Financial Reportinginternal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined inRule 13a-15(f) or15d-15(f) promulgated under the Securities Exchange Act of 1934.

Management has issued a report on the effectiveness of the Group’s Internal Controlinternal control over Financialfinancial reporting as at December 31, 2010.2012. This report appears onpage F-1 of the Group’s Consolidated Financial Statements contained in this Annual Report.

Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on the Company’s internal control over financial reporting. This report appears onpage F-2 of the Group’s Consolidated Financial Statements contained in this Annual Report.

Changes in Internal Control Over Financial Reportinginternal control over financial reporting

There have been no significant changes in the Group’s internal controls over financial reporting that occurred during the period covered by thisForm 20-F that have materially affected, or are reasonably likely to materially affect, the Group’s internal control over financial reporting.

ITEM 16.[RESERVED]

ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT

The Senior Independent Director David Kappler, who has significant recent and relevant financial experience is the “Audit Committee Financial Expert” as defined under the regulations of the US Securities and Exchange Commission. David Kappler is independent as that term is defined under the listing standards of the NYSE.

ITEM 16B.CODE OF ETHICS

The Board has adopted a global Code of Ethics and Business Conduct that applies to all directors, officers and employees of the Group, including the Chief Executive and Chief Financial Officer. This Code of Ethics has been signed by the Chief Executive and the Chief Financial Officer of the Company and by the Group Financial Controller and regional financial heads. The Company has published its Code of Ethics and Business Conduct on its website www.ihgplc.com.


80 No amendment has been made to the provisions of the Code of Ethics (as published on the Company’s website) and no waivers have been granted by the Board in respect of the Code of Ethics.


ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees for professional services provided by Ernst & Young LLP, the Group’s independent auditors in each of the last two fiscal periods in each of the following categories are:

         
  Year ended December 31,
  2010 2009
  ($ million)
 
Audit fees  3.8   4.2 
Audit related fees  2.0   1.8 
Tax fees  2.1   1.7 
         
Total  7.9   7.7 
         

   Year ended

December 31,
 
   2012   2011 
   ($ million) 

Audit fees

   4.6     3.7  

Audit-related fees

   2.1     1.8  

Tax fees

   0.5     0.7  
  

 

 

   

 

 

 

Total

   7.2     6.2  
  

 

 

   

 

 

 

Further detail is provided in Note 4 “Auditor’s remuneration paid to Ernst & Young LLP” of “Item 18 — Financial Statements”.

Audit fees in respect of the pension scheme were not material.

The Audit Committee has a process to ensure that any non-audit services do not compromise the independence and objectivity of the external auditor and that relevant United Kingdom and United States professional and regulatory requirements are met. A number of criteria are applied when deciding whether pre-approval for such services should be given. These include the nature of the service, the level of fees and the practicality of appointing an alternative provider, having regard to the skills and experience required to supply the service effectively. Cumulative fees for audit and non-audit services are presented to the Audit Committee on a quarterly basis for review. The Audit Committee is responsible for monitoring adherence to the pre-approval policy.

ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
                 
        (d) Maximum
      (c) Total number
 number (or
      of shares (or
 approximate dollar
    (b) Average
 units) purchased
 value) of shares (or
  (a) Total number
 price paid
 as part of publicly
 units) that may yet be
  of shares (or
 per share
 announced plans
 purchased under the
Period of fiscal year units) purchased (or unit) or programs plans or programs
 
Month 1 (no purchases in this month)  866,100   £9.24   0   28,557,390 
Month 2 (no purchases in this month)  500,000   £8.98   0   28,557,390 
Month 3 (no purchases in this month)  215,900   £9.71   0   28,557,390 
Month 4 (no purchases in this month)  0   0.00   0   28,557,390 
Month 5 (no purchases in this month)  0   0.00   0   28,557,390 
Month 6 (no purchases in this month)  0   0.00   0   28,777,533*
Month 7 (no purchases in this month)  0   0.00   0   28,777,533 
Month 8 (no purchases in this month)  0   0.00   0   28,777,533 
Month 9 (no purchases in this month)  0   0.00   0   28,777,533 
Month 10 (no purchases in this month)  27,000   £11.53   0   28,777,533 
Month 11 (no purchases in this month)  0   0.00   0   28,777,533 
Month 12 (no purchases in this month)  1,500,000   £12.32   0   28,777,533 

Period of fiscal year

 (a) Total number
of shares (or
units) purchased
  (b) Average
price paid
per share
(or unit)
  (c) Total number
of shares (or
units) purchased
as part of publicly
announced plans
or programs
  (d) Maximum
number (or
approximate dollar
value) of shares (or
units) that may yet be
purchased under the
plans or programs
 

Month 1 (no purchases in this month)

  0    0.00    0    28,982,476  

Month 2

  1,749,286   £13.97    0    28,982,476  

Month 3

  275,000   £14.40    0    28,982,476  

Month 4 (no purchases in this month)

  0    0.00    0    28,982,476  

Month 5 (no purchases in this month)

  0    0.00    0    28,982,476  

Month 6 (no purchases in this month)

  0    0.00    0    29,084,373

Month 7 (no purchases in this month)

  0    0.00    0    29,084,373  

Month 8 (no purchases in this month)

  0    0.00    0    29,084,373  

Month 9 (no purchases in this month)

  0    0.00    0    29,084,373  

Month 10

  1   £16.63    0    27,217,301† 

Month 11

  3,358,500   £16.05    3,358,500    23,858,801  

Month 12

  2,235,460   £16.55    785,460    23,073,341  

*Reflects the resolution passed at the Company’s Annual General Meeting held on May 28, 2010.25, 2012.

Reflects the resolution passed at the Company’s General Meeting held on October 8, 2012.

The first share repurchase program was announced on March 11, 2004 with the intention to repurchase £250 million worth of shares. A second £250 million share repurchase program followed, announced September 9,


81


2004. A third £250Group’s current $500 million share repurchase program was announced on September 8, 2005. These programs were completed on December 20, 2004, April 11, 2006, and June 28, 2007 respectively.
On February 20, 2007, the Company announced a fourth, £150 million share repurchase program. No shares were repurchased in 2010.August 7, 2012. By March 25, 2011, 14,446,55421, 2013, 4,243,960 shares had been repurchased at an average price of 8311,621 pence per share (approximately £120£68.8 million).

During fiscal 2010, 3,109,0002012, 3,474,286 ordinary shares were purchased by the Company’s Employee Share Ownership Trust at prices ranging from 8921,387 pence to 12321,665 pence per share, for the purpose of satisfying future share awards to employees.

ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G.SUMMARY OF SIGNIFICANT CORPORATE GOVERNANCE DIFFERENCES FROM NYSE LISTING STANDARDS

The Group is committed to compliance with the principles of corporate governance and aims to follow the corporate governance practices specified in the Combined Code onUK Corporate Governance Code, the “Combined Code”“Code” issued by the Financial Services Authority in the United Kingdom.

IHG has also adopted the corporate governance requirements of the US Sarbanes-Oxley Act and related rules and of the NYSE, to the extent that they are applicable to it as a foreign private issuer. As a foreign private issuer IHG is required to disclose any significant ways in which its corporate governance practices differ from those followed by US companies. These are as follows:

Basis of regulation

The Combined Code contains a series of principles and provisions. It is not, however, mandatory for companies to follow these principles. Instead, companies must disclose how they have applied them and disclose, if applicable, any areas of non-compliance along with an explanation for the non-compliance. In contrast, US companies listed on the NYSE are required to adopt and disclose corporate governance guidelines adopted by the NYSE. IHG’s statement of compliance with the UK Combined Code’s requirements for 20102012 is contained in the Company’s Annual Report and Financial Statements for the year ended December 31, 2010.

2012.

Independent Directors

The Combined Code’s principles recommend that at least half the Board, excluding the Chairman, should consist of independent Non-Executive Directors. As at March 25, 201121, 2013 the Board consisted of the Chairman, independent at the time of his appointment, four Executive Directors and six independent Non-Executive Directors. NYSE listing rules applicable to US companies state that companies must have a majority of independent directors. The NYSE set out five bright line tests for director independence. The Board’s judgment is that all of its Non-Executive Directors are independent. However it did not explicitly take into consideration the NYSE’s tests in reaching this determination.

Chairman and Chief Executive

The Combined Code recommends that the Chairman and Chief Executive should not be the same individual to ensure that there is a clear division of responsibility for the running of the Company’s business. There is no corresponding requirement for US companies. The roles of Chairman and Chief Executive were, as at March 25, 201121, 2013 and throughout 20102012 fulfilled by separate individuals.

Committees

The Company has a number of Board Committees which are similar in purpose and constitution to those required for domestic companies under NYSE rules. The Remuneration, Audit and Nomination Committees consist


82


only of Non-Executive Directors. The NYSE requires US companies to have a nominating/corporate governance committee composed entirely of independent directors. The committee is responsible for identifying individuals qualified to become Board members and to recommend to the Board a set of corporate governance

principles. As the Company is subject to the Combined Code, the Company’s Nomination Committee is only responsible for nominating, for approval of the Board, candidates for appointment to the Board, though it also assists in developing the role of the Senior Independent Director. The Company’s Nomination Committee consists of the Company Chairman and all the independent Non-Executive Directors. The Chairman of the Company is not a member of either of the Remuneration or the Audit Committees. The Audit Committee is chaired by an independent Non-Executive Director who, in the Board’s view, has the experience and qualifications to satisfy the criteria under US rules for an “audit committee financial expert”.

Non-Executive Director Meetingsmeetings

Non-management directors of US companies must meet on a regular basis without management present, and independent directors must meet separately at least once per year. The Company’s Non-Executive Directors have met without Executive Directors being present, and intend to continue this practice, before every Board meeting if possible.

Shareholder approval of Equity Compensation Plansequity compensation plans

The NYSE rules require that shareholders must be given the opportunity to vote on all equity compensation plans and material revisions to those plans. The Company complies with UK requirements which are similar to the NYSE rules. The Board does not, however, explicitly take into consideration the NYSE’s detailed definition of “material revisions”.

Code of Ethics

The NYSE requires companies to adopt a code of business conduct and ethics, applicable to directors, officers and employees. Any waivers granted to directors or officers under such a code must be promptly disclosed. The Company’s Code of Ethics and Business Conduct, applicable to all directors, officers and employees, is available on the Company’s website. No waivers have been granted under this Code.

Compliance Certificationcertification

Each Chief Executive of a US company must certify to the NYSE each year that he or she is not aware of any violation by the Company of any NYSE corporate governance listing standard. As the Company is a foreign private issuer, the Company’s Chief Executive is not required to make this certification. However he is required to notify the NYSE promptly in writing after any of the Company’s Executive Officers become aware of any non-compliance with those NYSE corporate governance rules applicable to the Company.

ITEM 16H.MINE SAFETY DISCLOSURE

Not applicable.

PART III

ITEM 17.FINANCIAL STATEMENTS
Not applicable.


83

The Group reports its results in US dollars, and this is the currency in which dividends are declared.


Dividends are paid in sterling and the US dollar amount of the declared dividend is translated into sterling at the prevailing exchange rate immediately prior to their announcement.

ITEM 18.FINANCIAL STATEMENTS

The following Consolidated Financial Statements and related schedule, together with the report thereon of Ernst & Young LLP, are filed as part of this Annual Report:

   Page
 

   F-1  

   F-2  

   F-3  

Financial Statements

  

   F-5  

   F-6  

   F-7  

   F-11  

   F-12  

   F-13  

Schedule for the years ended December 31, 2010, 20092012, 2011 and 20082010

  

   S-1  

ITEM 19.EXHIBITS

The following exhibits are filed as part of this Annual Report:

Exhibit 1

  Articles of Association of IHGthe Company (incorporated by reference to Exhibit 1 of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated April 11, 2011)

Exhibit 4(a)(i)

  Five-year $1,070 million bank facility agreement dated November 7, 2011, among The Royal Bank of Scotland plc, NB International Finance B.V., Citigroup Global Markets Limited, HSBC Bank plc, Lloyds TSB Bank plc and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (incorporated by reference to Exhibit 4(a)(i) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated March 29, 2012)

Exhibit 4(a)(ii)

First supplemental trust deed dated July 7, 2011 modifying and restating the Euro Medium Term Note program governed by a trust deed dated November 29, 2009 (incorporated by reference to Exhibit 4(a)(ii) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated March 29, 2012)

Exhibit 4(a)(iii)

Amended and Restated Trust Deed dated November 27, 20099, 2012 relating to a £750 million Euro Medium Term Note Program, among InterContinental Hotels Group PLC, Six Continents Limited, InterContinental Hotels Limited and HSBC Corporate Trustee Company (UK) Limited incorporated by reference to Exhibit 4(a)(i) of the InterContinental Hotels Group PLC Annual Report onForm 20-F (fileNo. 1-10409) dated April 1, 2010).

Exhibit 4(a)(ii)4(c)(i)

  $2,100 million Facility AgreementTracy Robbins’ service contract dated May 2, 2008 among Bank of America N.A., Bank of Tokyo-Mitsubishi UFJ Ltd., Barclays Capital, HSBC Bank plc, Lloyds TSB Bank plc, The Royal Bank of Scotland plc, Société Générale Corporate & Investment Banking and West LB AGAugust 9, 2011 (incorporated by reference to Exhibit 4(a)4(c)(i) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated April 7, 2009)March 29, 2012)

Exhibit 4(b)(i)4(c)(ii)

  Sale and Purchase AgreementTom Singer’s service contract dated March 10, 2006 among BHR Luxembourg S.à.r.l., Others, Cooperatie Westbridge Europe I.U.A., Others and Westbridge Hospitality Fund L.P. relating to a portfolio of certain companies and businesses in continental EuropeJuly 26, 2011 (incorporated by reference to Exhibit 4(b)(viii)4(c)(ii) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated March 31, 2006)29, 2012)
Exhibit 4(b)(ii)Sale and Purchase Agreement dated July 13, 2006 between BHR Holdings BV and MSREF VI Danube BV relating to the sale of certain companies and businesses in continental Europe and Side Letter dated September 5, 2006 (incorporated by reference to Exhibit 4(b)(ix) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated March 30, 2007)

Exhibit 4(c)(i)

James Abrahamson’s service contract dated January 5, 2009, as amended by a letter dated July 5, 2010.
Exhibit 4(c)(ii)(iii)

  Kirk Kinsell’s service contract commencing on August 1, 2010, as amended by a letter dated July 5, 2010.
Exhibit 4(c)(iii)Richard Solomons’ service contract dated March 16, 2011, commencing on July 1, 2011.


84


Exhibit 4(c)(iv)Richard Solomons’ service contract dated February 12, 20032010 (incorporated by reference to Exhibit 4(c)(iv) of InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated April 8, 2004)
Exhibit 4(c)(v)Richard Solomons’ letter of appointment dated April 2005, effective from June 27, 2005 on completion of the Scheme of Arrangement and the introduction of the new parent company to the Group (incorporated by reference to Exhibit 4(c)(vi)(ii) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated March 31, 2006)April 11, 2011)

Exhibit 4(c)(vi)(iv)

  Andrew Cosslett’sRichard Solomons’ service contract dated December 13, 2004March 16, 2011, commencing on July 1, 2011 (incorporated by reference to Exhibit 4(c)(v) of InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated May 3, 2005)
Exhibit 4(c)(vii)Andrew Cosslett’s letter of appointment dated April 2005, effective from June 27, 2005 on completion of the Scheme of Arrangement and the introduction of the new parent company to the Group (incorporated by reference to Exhibit 4(c)(viii)(iii) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409)1-10407) dated March 31, 2006)April 11, 2011)

Exhibit 4(c)(v)

Rules of the InterContinental Hotels Group Long Term Incentive Plan as amended on September 26, 2012

Exhibit 4(c)(vi)

Rules of the InterContinental Hotels Group Annual Bonus Plan as amended on September 26, 2012

Exhibit 8

  List of Subsidiaries

Exhibit 12(a)

Certification of Andrew Cosslett filed pursuant to 17 CFR 240.13a-14(a)
Exhibit 12(b)

  Certification of Richard Solomons filed pursuant to 17 CFR 240.13a-14(a)

Exhibit 13(a)12(b)

  Certification of Andrew CosslettTom Singer filed pursuant to 17 CFR 240.13a-14(a)

Exhibit 13(a)

Certification of Richard Solomons and Richard SolomonsTom Singer furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.1350

Exhibit 15(a)

  Consent of Ernst & Young LLP (included on page F-4)

85


MANAGEMENT’S REPORT ON

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of InterContinental Hotels Group PLC (“Company” and together with its subsidiaries the “Group”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined inRule 13a-15(f) or15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Group’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Consolidated Financial Statements for external purposes in accordance with generally accepted accounting principles.

The Group’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Group’s transactions and dispositions of the Group’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Consolidated Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Group are being made only in accordance with authorizations of the Group’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Group’s assets that could have a material effect on the Consolidated Financial Statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of the Group’s annual Consolidated Financial Statements, management has undertaken an assessment of the effectiveness of the Group’s internal control over financial reporting as of December 31, 20102012 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO”).

Based on this assessment, management has concluded that as of December 31, 2010,2012, the Group’s internal control over financial reporting is effective based on those criteria.

Ernst & Young LLP, the independent registered public accounting firm that audited the Group’s Consolidated Financial Statements, has issued an attestation report on the Group’s internal control over financial reporting, a copy of which appears on the next page of this Annual Report.


F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Board of Directors and Shareholders of InterContinental Hotels Group PLC:

We have audited InterContinental Hotels Group PLC’s internal control over financial reporting as of December 31, 20102012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). InterContinental Hotels Group PLC’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanyingForm 20-F. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A group’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A group’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the group; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the group are being made only in accordance with authorizations of management and directors of the group; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the group’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, InterContinental Hotels Group PLC maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010,2012, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying Consolidated statementsstatement of financial position of InterContinental Hotels Group PLC as of December 31, 20102012 and 2009,2011, and the related Consolidated income statements,statement, Consolidated statementsstatement of comprehensive income, Consolidated statementsstatement of changes in equity and Consolidated statementsstatement of cash flows for each of the three years in the period ended December 31, 2010,2012, and the financial statement schedule listed in the Index at Item 18.Financial Statements, and our report dated April 11, 2011March 26, 2013 expressed an unqualified opinion thereon.

ERNST & YOUNG LLP

London, England

April 11, 2011


F-2


March 26, 2013

INTERCONTINENTAL HOTELS GROUP PLC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of InterContinental Hotels Group PLC

We have audited the accompanying Consolidated statementsstatement of financial position of InterContinental Hotels Group PLC as of December 31, 20102012 and 2009,2011, and the related Consolidated income statements,statement, Consolidated statementsstatement of comprehensive income, Consolidated statementsstatement of changes in equity and Consolidated statementsstatement of cash flows for each of the three years in the period ended December 31, 2010.2012. Our audits also included the financial statements schedule listed in the Index at Item 18. These financial statements and schedule are the responsibility of the Group’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of InterContinental Hotels Group PLC at December 31, 20102012 and 2009,2011, and the consolidated results of its operations and its consolidated cash flows for each of the three years in the period ended December 31, 2010,2012, in accordanceconformity with International Financial Reporting Standards as adopted by the European Union and International Financial Reporting Standards as issued by the International Accounting Standards Board. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of InterContinental Hotels Group PLC’s internal control over financial reporting as of December 31, 2010,2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 11, 2011March 26, 2013 expressed an unqualified opinion thereon.

ERNST & YOUNG LLP

London, England

April 11, 2011


F-3


March 26, 2013

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements(Form F-3No. (Form F-3 No. 333-108084 andForm S-8 Nos.333-01572,333-08336,333-99785,333-104691 333-01572, 333-08336, 333-99785, 333-104691, 333-126139 and333-126139) 333-181334) of InterContinental Hotels Group PLC of the reference to our name in “Item 3. Key information” and our reports dated April 11, 2011,March 26, 2013, with respect to the Consolidated Financial Statements and Schedule of InterContinental Hotels Group PLC, and the effectiveness of internal control over financial reporting of InterContinental Hotels Group PLC, included in this Annual Report(Form (Form 20-F) for the year ended December 31, 2010.

2012.

ERNST & YOUNG LLP

London, England

April 11, 2011


F-4


March 26, 2013

INTERCONTINENTAL HOTELS GROUP PLC
                                     
  Year ended December 31,
 Year ended December 31,
 Year ended December 31,
  2010 2009 2008
  Before
 Exceptional
   Before
 Exceptional
   Before
 Exceptional
  
  exceptional
 items
   exceptional
 items
   exceptional
 items
  
  items (Note 5) Total items (Note 5) Total items (Note 5) Total
  ($ million)
 
Revenue (Note 2)
  1,628      1,628   1,538      1,538   1,897      1,897 
Cost of sales  (753)     (753)  (769)  (91)  (860)  (852)     (852)
Administrative expenses  (331)  (35)  (366)  (303)  (83)  (386)  (400)  (59)  (459)
Other operating income and expenses  8   35   43   6   (2)  4   14   25   39 
                                     
   552      552   472   (176)  296   659   (34)  625 
Depreciation and amortization (Note 2)  (108)     (108)  (109)     (109)  (110)  (2)  (112)
Impairment (Note 2)     (7)  (7)     (197)  (197)     (96)  (96)
                                     
Operating profit/(loss) (Note 2)
  444   (7)  437   363   (373)  (10)  549   (132)  417 
Financial income (Note 6)  2      2   3      3   12      12 
Financial expenses (Note 6)  (64)     (64)  (57)     (57)  (113)     (113)
                                     
Profit/(loss) before tax
  382   (7)  375   309   (373)  (64)  448   (132)  316 
Tax (Note 7)  (98)  1   (97)  (15)  287   272   (101)  42   (59)
                                     
Profit for the year from continuing operations
  284   (6)  278   294   (86)  208   347   (90)  257 
Profit for the year from discontinued operations (Note 11)     2   2      6   6      5   5 
                                     
Profit for the year
  284   (4)  280   294   (80)  214   347   (85)  262 
                                     
Attributable to:                                    
Equity holders of the parent  284   (4)  280   293   (80)  213   347   (85)  262 
Non-controlling interest           1      1          
                                     
   284   (4)  280   294   (80)  214   347   (85)  262 
                                     
Earnings per ordinary share (Note 9)
                                    
Continuing operations:                                    
Basic          96.5¢           72.6¢           89.5¢ 
Diluted          93.9¢           70.2¢           86.8¢ 
Total operations:                                    
Basic          97.2¢           74.7¢           91.3¢ 
Diluted          94.6¢           72.2¢           88.5¢ 

  Year ended December 31, 2012  Year ended December 31, 2011  Year ended December 31, 2010 
  Before
exceptional
items
  Exceptional
items
(Note 5)
  Total  Before
exceptional
items
  Exceptional
items
(Note 5)
  Total  Before
exceptional
items
  Exceptional
items
(Note 5)
  Total 
  ($ million) 

Revenue (Note 2)

  1,835        1,835    1,768        1,768    1,628        1,628  

Cost of sales

  (772      (772  (771      (771  (753      (753

Administrative expenses

  (363  (16  (379  (350  (9  (359  (331  (35  (366

Other operating income and expenses

  8    (11  (3  11    46    57    8    35    43  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  708    (27  681    658    37    695    552        552  

Depreciation and amortization (Note 2)

  (94      (94  (99      (99  (108      (108

Impairment (Note 2)

      23    23        20    20        (7  (7
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit (Note 2)

  614    (4  610    559    57    616    444    (7  437  

Financial income (Note 6)

  3        3    2        2    2        2  

Financial expenses (Note 6)

  (57      (57  (64      (64  (64      (64
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit before tax

  560    (4  556    497    57    554    382    (7  375  

Tax (Note 7)

  (153  142    (11  (120  39    (81  (98  1    (97
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year from continuing operations

  407    138    545    377    96    473    284    (6  278  

Profit for the year from discontinued operations (Note 11)

                              2    2  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

  407    138    545    377    96    473    284    (4  280  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Attributable to:

         

Equity holders of the parent

  406    138    544    377    96    473    284    (4  280  

Non-controlling interest

  1        1                          
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  407    138    545    377    96    473    284    (4  280  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Earnings per ordinary share (Note 9)

         

Continuing operations:

         

Basic

    189.5¢      163.7¢      96.5¢  

Diluted

    186.3¢      159.8¢      93.9¢  

Total operations:

         

Basic

    189.5¢      163.7¢      97.2¢  

Diluted

    186.3¢      159.8¢      94.6¢  

The Notes to the Consolidated Financial Statements are an integral part of these Financial Statements.


F-5


INTERCONTINENTAL HOTELS GROUP PLC
             
  Year ended
 Year ended
 Year ended
  December 31,
 December 31,
 December 31,
  2010 2009 2008
  ($ million)
 
Profit for the year
  280   214   262 
             
Other comprehensive income
            
Available-for-sale financial assets:
            
Gains/(losses) on valuation  17   11   (4)
Losses/(gains) reclassified to income on impairment/disposal  1   4   (17)
Cash flow hedges:            
Losses arising during the year  (4)  (7)  (14)
Reclassified to financial expenses  6   11   2 
Defined benefit pension plans:            
Actuarial losses, net of related tax credit of $7m (2009 $1m, 2008 $13m)  (38)  (57)  (23)
Change in asset restriction on plans in surplus and liability in respect of funding commitments, net of related tax credit of $10m (2009 $nil, 2008 $nil)  (38)  21   (14)
Exchange differences on retranslation of foreign operations, including related tax credit of $1m (2009 $4m, 2008 $1m)  (4)  43   (56)
Tax related to pension contributions  7      8 
             
Other comprehensive (loss)/income for the year
  (53)  26   (118)
             
Total comprehensive income for the year attributable to equity holders of the parent
  227   240   144 
             

   Year ended
December 31,
2012
  Year ended
December 31,
2011
  Year ended
December 31,
2010
 
   ($ million) 

Profit for the year

   545    473    280  
  

 

 

  

 

 

  

 

 

 

Other comprehensive income

    

Available-for-sale financial assets:

    

Gains on valuation

   1    15    17  

Losses reclassified to income on impairment

       3    1  

Cash flow hedges:

    

Losses arising during the year

           (4

Reclassified to financial expenses

   1    4    6  

Defined benefit pension plans:

    

Actuarial gains/(losses), net of related tax charge of $1 million (2011 $13 million credit, 2010 $7 million credit)

       (19  (38

Change in asset restriction on plans in surplus and liability in respect of funding commitments, net of related tax credit of $7 million (2011 $7 million, 2010 $10 million)

   (18  (4  (38

Exchange differences on retranslation of foreign operations, including related tax credit of $3 million (2011 $3 million charge, 2010 $1 million credit)

   24    (21  (4

Tax related to pension contributions

   19    2    7  
  

 

 

  

 

 

  

 

 

 

Other comprehensive income/(loss) for the year

   27    (20  (53
  

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year

   572    453    227  
  

 

 

  

 

 

  

 

 

 

Attributable to:

    

Equity holders of the parent

   571    452    227  

Non-controlling interest

   1    1      
  

 

 

  

 

 

  

 

 

 
   572    453    227  
  

 

 

  

 

 

  

 

 

 

The Notes to the Consolidated Financial Statements are an integral part of these Financial Statements.


F-6


INTERCONTINENTAL HOTELS GROUP PLC
                                                 
      Retained earnings and other reserves    
          Shares
              
  Share Capital     held by
   Unrealized
          
  Number
     Capital
 employee
   gains and
 Currency
   IHG
 Non-
  
  of
 Nominal
 Share
 redemption
 share
 Other
 losses
 translation
 Retained
 shareholders’
 controlling
 Total
  shares(i) value(i) premium(ii) reserve(ii) trusts(iii) reserves(iv) reserve(v) reserve(vi) earnings equity interest equity
  ($ million, number of shares — millions)
 
At January 1, 2010
  287   63   79   11   (4)  (2,900)  29   215   2,656   149   7   156 
                                                 
Profit for the year
                          280   280      280 
Other comprehensive income:
                                                
Gains on valuation ofavailable-for-sale financial assets
                    17         17      17 
Losses reclassified to income on impairment ofavailable-for-sale financial assets
                    1         1      1 
Losses on cash flow hedges                    (4)        (4)     (4)
Amounts reclassified to financial expenses on cash flow hedges                    6         6      6 
Actuarial losses on defined benefit pension plans                          (38)  (38)     (38)
Change in asset restriction on pension plans in surplus and liability in respect of funding commitments                          (38)  (38)     (38)
Exchange differences on retranslation of foreign operations                       (4)     (4)     (4)
Tax related to pension contributions                          7   7      7 
                                                 
Total other comprehensive income
                    20   (4)  (69)  (53)     (53)
                                                 
Total comprehensive income for the year
                    20   (4)  211   227      227 
Issue of ordinary shares  2   1   18                     19      19 
Purchase of own shares by employee share trusts              (53)              (53)     (53)
Release of own shares by employee share trusts              21            (26)  (5)     (5)
Equity-settled share-based cost                          33   33      33 
Tax related to share schemes                          22   22      22 
Equity dividends paid                          (121)  (121)     (121)
Exchange     (3)  (3)  (1)  1   6                   
                                                 
At December 31, 2010
  289   61   94   10   (35)  (2,894)  49   211   2,775   271   7   278 
                                                 

  Share capital  Retained earnings and other reserves       
  Number
of
shares(i)
  Nominal
value(i)
  Share
premium(ii)
  Capital
redemption
reserve(ii)
  Shares
held by
employee
share
trusts(iii)
  Other
reserves(iv)
  Unrealized
gains and
losses
reserve(v)
  Currency
translation
reserve(vi)
  Retained
earnings
  IHG
shareholders’
equity
  Non-
controlling
interest
  Total
equity
 
  ($ million, number of shares — millions) 

At January 1, 2012

  290    61    101    10    (27  (2,893  71    189    3,035    547    8    555  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

                                  544    544    1    545  

Other comprehensive income:

            

Gains on valuation of available-for-sale financial assets

                          1            1        1  

Amounts reclassified to financial expenses on cash flow hedges

                          1            1        1  

Change in asset restriction on pension plans in surplus and liability in respect of funding commitments

                                  (18  (18      (18

Exchange differences on retranslation of foreign operations

                          (1  25        24        24  

Tax related to pension contributions

                                  19    19        19  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other comprehensive income

                          1    25    1    27        27  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year

                          1    25    545    571    1    572  

Issue of ordinary shares

  1    1    9                            10        10  

Share capital consolidation

  (19                                            

Repurchase of shares

  (4  (1                          (106  (107      (107

Transfer to capital redemption reserve

              1                    (1            

Transaction costs relating to shareholder return

                                  (2  (2      (2

Purchase of own shares by employee share trusts

                  (84                  (84      (84

Release of own shares by employee share trusts

                  63                (63            

Equity-settled share-based cost

                                  27    27        27  

Tax related to share schemes

                                  20    20        20  

Equity dividends paid

                                  (679  (679      (679

Share of reserve in equity accounted investment

                                  5    5        5  

Exchange adjustments

      2    6            (8                        
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2012

  268    63    116    11    (48  (2,901  72    214    2,781    308    9    317  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

All items above are shown net of tax.

The Notes to the Consolidated Financial Statements are an integral part of these Financial Statements.


F-7


INTERCONTINENTAL HOTELS GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY — (Continued)

                                                 
      Retained earnings and other reserves    
          Shares
              
  Share Capital     held by
   Unrealized
          
  Number
     Capital
 employee
   gains and
 Currency
   IHG
 Non-
  
  of
 Nominal
 Share
 redemption
 share
 Other
 losses
 translation
 Retained
 shareholders’
 controlling
 Total
  shares(i) value(i) premium(ii) reserve(ii) trusts(iii) reserves(iv) reserve(v) reserve(vi) earnings equity interest equity
  ($ million, number of shares — millions)
 
At January 1, 2009
  286   57   61   10   (49)  (2,890)  9   172   2,624   (6)  7   1 
                                                 
Profit for the year
                          213   213   1   214 
Other comprehensive income:
                                                
Gains on valuation ofavailable-for-sale financial assets
                    11         11      11 
Losses reclassified to income on impairment ofavailable-for-sale financial assets
                    4         4      4 
Losses on cash flow hedges                    (7)        (7)     (7)
Amounts reclassified to financial expenses on cash flow hedges                    11         11      11 
Actuarial losses on defined benefit pension plans                          (57)  (57)     (57)
Change in asset restriction on pension plans in surplus                          21   21      21 
Exchange differences on retranslation of foreign operations                    1   43      44   (1)  43 
                                                 
Total other comprehensive income
                    20   43   (36)  27   (1)  26 
                                                 
Total comprehensive income for the year
                    20   43   177   240      240 
Issue of ordinary shares  1      11                     11      11 
Purchase of own shares by employee share trusts              (6)              (6)     (6)
Release of own shares by employee share trusts              55            (61)  (6)     (6)
Equity-settled share-based cost                          24   24      24 
Tax related to share schemes                          10   10      10 
Equity dividends paid                          (118)  (118)     (118)
Exchange     6   7   1   (4)  (10)                  
                                                 
At December 31, 2009
  287   63   79   11   (4)  (2,900)  29   215   2,656   149   7   156 
                                                 

  Share capital  Retained earnings and other reserves       
  Number
of
shares(i)
  Nominal
value(i)
  Share
premium(ii)
  Capital
redemption
reserve(ii)
  Shares
held by
employee
share
trusts(iii)
  Other
reserves(iv)
  Unrealized
gains and
losses
reserve(v)
  Currency
translation
reserve(vi)
  Retained
earnings
  IHG
shareholders’
equity
  Non-
controlling
interest
  Total
equity
 
  ($ million, number of shares — millions) 

At January 1, 2011

  289    61    94    10    (35  (2,894  49    211    2,775    271    7    278  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

                                  473    473        473  

Other comprehensive income:

            

Gains on valuation of available-for-sale financial assets

                          15            15        15  

Losses reclassified to income on impairment of available-for-sale financial assets

                          3            3        3  

Amounts reclassified to financial expenses on cash flow hedges

                          4            4        4  

Actuarial losses on defined benefit pension plans

                                  (19  (19      (19

Change in asset restriction on pension plans in surplus and liability in respect of funding commitments

                                  (4  (4      (4

Exchange differences on retranslation of foreign operations

                              (22      (22  1    (21

Tax related to pension contributions

                                  2    2        2  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other comprehensive loss

                          22    (22  (21  (21  1    (20
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year

                          22    (22  452    452    1    453  

Issue of ordinary shares

  1        8                            8        8  

Purchase of own shares by employee share trusts

                  (75                  (75      (75

Release of own shares by employee share trusts

                  83                (80  3        3  

Equity-settled share-based cost

                                  29    29        29  

Tax related to share schemes

                                  7    7        7  

Equity dividends paid

                                  (148  (148      (148

Exchange adjustments

          (1          1                          
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2011

  290    61    101    10    (27  (2,893  71    189    3,035    547    8    555  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

All items above are shown net of tax.


F-8


The Notes to the Consolidated Financial Statements are an integral part of these Financial Statements.

INTERCONTINENTAL HOTELS GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY — (Continued)

                                                 
      Retained earnings and other reserves    
          Shares
              
  Share Capital     held by
   Unrealized
          
  Number
     Capital
 employee
   gains and
 Currency
   IHG
 Non-
  
  of
 Nominal
 Share
 redemption
 share
 Other
 losses
 translation
 Retained
 shareholders’
 controlling
 Total
  shares(i) value(i) premium(ii) reserve(ii) trusts(iii) reserves(iv) reserve(v) reserve(vi) earnings equity interest equity
  ($ million, number of shares — millions)
 
At January 1, 2008
  295   81   82   10   (83)  (2,918)  38   233   2,649   92   6   98 
                                                 
                                                 
Profit for the year
                          262   262      262 
Other comprehensive income:
                                                
Losses on valuation ofavailable-for-sale financial assets
                    (4)        (4)     (4)
Gains reclassified to income on disposal ofavailable-for-sale financial assets
                    (17)        (17)     (17)
Losses on cash flow hedges                    (14)        (14)     (14)
Amounts reclassified to financial expenses on cash flow hedges                    2         2      2 
Actuarial losses on defined benefit pension plans                          (23)  (23)     (23)
Change in asset restriction on pension plans in surplus                          (14)  (14)     (14)
Exchange differences on retranslation of foreign operations                    4   (61)  1   (56)     (56)
Tax related to pension contributions                          8   8      8 
                                                 
Total other comprehensive income
                    (29)  (61)  (28)  (118)     (118)
                                                 
Total comprehensive income for the year
                    (29)  (61)  234   144      144 
Issue of ordinary shares        2                     2      2 
Repurchase of shares  (9)  (3)                    (136)  (139)     (139)
Transfer to capital redemption reserve           3               (3)         
Purchase of own shares by employee share trusts              (24)              (24)     (24)
Release of own shares by employee share trusts              39            (53)  (14)     (14)
Equity-settled share-based cost                          49   49      49 
Tax related to share schemes                          2   2      2 
Equity dividends paid                          (118)  (118)     (118)
Exchange and other adjustments     (21)  (23)  (3)  19   28               1   1 
                                                 
At December 31, 2008
  286   57   61   10   (49)  (2,890)  9   172   2,624   (6)  7   1 
                                                 

  Share capital  Retained earnings and other reserves       
  Number
of
shares(i)
  Nominal
value(i)
  Share
premium(ii)
  Capital
redemption
reserve(ii)
  Shares
held by
employee
share
trusts(iii)
  Other
reserves(iv)
  Unrealized
gains and
losses
reserve(v)
  Currency
translation
reserve(vi)
  Retained
earnings
  IHG
shareholders’
equity
  Non-
controlling
interest
  Total
equity
 
  ($ million, number of shares — millions) 

At January 1, 2010

  287    63    79    11    (4  (2,900  29    215    2,656    149    7    156  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

                                  280    280        280  

Other comprehensive income:

            

Gains on valuation of available-for-sale financial assets

                          17            17        17  

Losses reclassified to income on impairment of available-for-sale financial assets

                          1            1        1  

Losses on cash flow hedges

                          (4          (4      (4

Amounts reclassified to financial expenses on cash flow hedges

                          6            6        6  

Actuarial losses on defined benefit pension plans

                                  (38  (38      (38

Change in asset restriction on pension plans in surplus and liability in respect of funding commitments

                                  (38  (38      (38

Exchange differences on retranslation of foreign operations

                              (4      (4      (4

Tax related to pension contributions

                                  7    7        7  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other comprehensive loss

                          20    (4  (69  (53      (53
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year

                          20    (4  211    227        227  

Issue of ordinary shares

  2    1    18                            19        19  

Purchase of own shares by employee share trusts

                  (53                  (53      (53

Release of own shares by employee share trusts

                  21                (26  (5      (5

Equity-settled share-based cost

                                  33    33        33  

Tax related to share schemes

                                  22    22        22  

Equity dividends paid

                                  (121  (121      (121

Exchange adjustments

      (3  (3  (1  1    6                          
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2010

  289    61    94    10    (35  (2,894  49    211    2,775    271    7    278  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

All items above are shown net of tax.

At December 31, 2007

The Notes to the authorized share capital was £160,050,000 comprising 1,175,000,000 ordinary sharesConsolidated Financial Statements are an integral part of 1329/47 pence each and one redeemable preference share of £50,000.


F-9

these Financial Statements.


(i)The Company was incorporated and registered in England and Wales with registered number 5134420 on May 21, 2004 as a limited company under the Companies Act 1985 with the name Hackremco (No. 2154) Limited. On March 24, 2005 Hackremco (No. 2154) Limited changed its name to New InterContinental Hotels Group Limited. On April 27, 2005 New InterContinental Hotels Group Limitedre-registered as a public limited company and changed its name to New InterContinental Hotels Group PLC. On June 27, 2005 New InterContinental Hotels Group PLC changed its name to InterContinental Hotels Group PLC.

  

On June 1, 2006,August 7, 2012, the Group announced a planned $1 billion return to shareholders comprising a $0.5 billion special dividend with share consolidation and a $0.5 billion share repurchase program. The share consolidation was approved on October 8, 2012 at a share capital consolidationGeneral Meeting (“GM”) of the Company and became effective on October 9, 2012 on the basis of seven new ordinary shares for every eight existing ordinary shares. This provided for all the authorized ordinary shares of 10 pence each (whether issued or unissued) to be consolidated into14 new ordinary shares of 11143 194/7329 pence each. The share capital consolidation became effective on June 12, 2006.

On June 1, 2007, shareholders approved a share capital consolidation on the basis of 47 new ordinary shareseach for every 5615 existing ordinary shares. This provided for all the authorized ordinary shares of 113/7 pence each (whether issued or unissued) to be consolidated into new ordinary shares of 1329/47 pence each. The special dividend of 172.0¢ per share capital consolidation became effective on June 4, 2007.
At September 30, 2009, the authorized share capital was £160,050,000, comprising 1,175,000,000 ordinary shares of 1329/47 pence each and one redeemable preference share of £50,000. As a result of the resolution passed at the Annual General Meeting on May 29, 2009 amending the articles of association in line with the Companies Act 2006, from October 1, 2009 the Company no longer has an authorized share capital.
During 2004 and 2005, the Company undertook to return funds of up to £750 millionpaid to shareholders by wayon October 22, 2012 at a total cost of three consecutive £250 million share repurchase programs,$505 million. Under the third of which was completed in the first half of 2007. In June 2007, a further £150 million share repurchase program commenced.
During 2008, 9,219,325 (2007 7,724,844) ordinary shares were repurchased and canceled under the authoritiesauthority granted by shareholders at the Extraordinary General MeetingGM held on June 1, 2007 and atOctober 8, 2012 the Annual General Meeting held on May 30, 2008. The Company deferred its £150 million share repurchase program commenced in November 20082012 resulting in orderthe repurchase of 4,143,960 shares in the period to preserve cash and maintain the strengthDecember 31, 2012 for a total consideration of the Group’s financial position. $107 million. Transaction costs relating to shareholder returns of $2 million, net of tax, have been charged to retained earnings.

No shares were repurchased in 20102011 or 2009.2010.

  
The authority given to the Company at the Annual General MeetingGM on May 28, 2010October 8, 2012 to purchase its own shares was still valid at December 31, 2010.2012. A resolution to renew the authority will be put to shareholders at the Annual General Meeting on May 27, 2011.24, 2013.

  The Company no longer has an authorized share capital.

(ii)The share premium reserve and capital redemption reserve are not distributable. The share premium reserve has a balance of $94$116 million (2009 $79(2011 $101 million, 2008 $612010 $94 million) representing the amount of proceeds received for shares in excess of their nominal value. The capital redemption reserve maintains the nominal value of the equity share capital of the Company when shares are repurchased or canceled.

(iii)The shares held by employee share trusts comprises $34.6$48.0 million (2009 $3.8(2011 $26.5 million, 2008 $49.22010 $34.6 million) in respect of 1.91.8 million (2009 0.3(2011 1.5 million, 2008 3.02010 1.9 million) InterContinental Hotels Group PLC ordinary shares held by employee share trusts, with a market value at December 31, 2012 of $50 million (2011 $26 million, 2010 of $37 million (2009 $4 million, 2008 $25 million).

(iv)Other reserves comprises the merger and revaluation reserves previously recognized under UK GAAP, together with the reserve arising as a consequence of the Group’s capital reorganization in June 2005. Following the change in presentational currency to the US dollar in 2008, this reserve also includes exchange differences arising on the retranslation to period-end exchange rates of equity share capital, the capital redemption reserve and shares held by employee share trusts.

(v)The unrealized gains and losses reserve records movements toin the fair value ofavailable-for-sale financial assets and the effective portion of the cumulative net change in the fair value of the cash flow hedging instruments related to hedged transactions that have not yet occurred.

  
The fair value of cash flow hedging instruments outstanding at December 31, 20102012 was a$nil (2011 $nil, 2010 $4 million liability (2009 $7 million, 2008 $10 million)liability).

(vi)The currency translation reserve records the movement in exchange differences arising from the translation of the financial statements of foreign operations and exchange differences on foreign currency borrowings and derivative instruments that provide a hedge against net investments in foreign operations. On adoption of IFRS, cumulative exchange differences were deemed to be $nil as permitted by IFRS 1.

  
The fair value of derivative instruments designated as hedges of net investments in foreign operations outstanding at December 31, 20102012 was a $17 million net liability (2011 $36 million, 2010 $40 million liability (2009 $13 million, 2008 $nil)million).

The currency translation reserve includes a cumulative loss of $35 million relating to non-current assets classified as held for sale.

The Notes to the Consolidated Financial Statements are an integral part of these Financial Statements.


F-10


INTERCONTINENTAL HOTELS GROUP PLC
         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
ASSETS
        
Property, plant and equipment — (Note 10)  1,690   1,836 
Goodwill — (Note 12)  92   82 
Intangible assets — (Note 13)  266   274 
Investment in associates — (Note 14)  43   45 
Retirement benefit assets — (Note 3)  5   12 
Other financial assets — (Note 15)  135   130 
Deferred tax assets — (Note 25)  88   95 
         
Total non-current assets
  2,319   2,474 
         
Inventories — (Note 16)  4   4 
Trade and other receivables — (Note 17)  371   335 
Current tax receivable  13   35 
Cash and cash equivalents — (Note 18)  78   40 
Other financial assets — (Note 15)     5 
         
Total current assets
  466   419 
         
Total assets (Note 2)
  2,785   2,893 
         
LIABILITIES
        
Loans and other borrowings — (Note 22)  (18)   (106) 
Derivative financial instruments — (Note 23)  (6)   (7) 
Trade and other payables — (Note 19)  (722)   (668) 
Provisions — (Note 20)  (30)   (65) 
Current tax payable  (167)   (194) 
         
Total current liabilities
  (943)   (1,040) 
         
Loans and other borrowings — (Note 22)  (776)   (1,016) 
Derivative financial instruments — (Note 23)  (38)   (13) 
Retirement benefit obligations — (Note 3)  (200)   (142) 
Trade and other payables — (Note 19)  (464)   (408) 
Provisions (Note 20)  (2)    
Deferred tax liabilities — (Note 25)  (84)   (118) 
         
Total non-current liabilities
  (1,564)   (1,697) 
         
Total liabilities (Note 2)
  (2,507)   (2,737) 
         
Net assets
  278   156 
         
EQUITY
        
Equity share capital  155   142 
Capital redemption reserve  10   11 
Shares held by employee share trusts  (35)   (4) 
Other reserves  (2,894)   (2,900) 
Unrealized gains and losses reserve  49   29 
Currency translation reserve  211   215 
Retained earnings  2,775   2,656 
         
IHG shareholders’ equity
  271   149 
Non-controlling interest  7   7 
         
Total equity
  278   156 
         

   At
December 31,
2012
  At
December 31,
2011
 
   ($ million) 

ASSETS

   

Property, plant and equipment (Note 10)

   1,056    1,362  

Goodwill (Note 12)

   93    92  

Intangible assets (Note 13)

   354    308  

Investment in associates and joint ventures (Note 14)

   84    87 ��

Retirement benefit assets (Note 3)

   99    21  

Other financial assets (Note 15)

   155    156  

Non-current tax receivable

   24    41  

Deferred tax assets (Note 25)

   204    106  
  

 

 

  

 

 

 

Total non-current assets

   2,069    2,173  
  

 

 

  

 

 

 

Inventories (Note 16)

   4    4  

Trade and other receivables (Note 17)

   422    369  

Current tax receivable

   31    20  

Derivative financial instruments (Note 23)

   2    3  

Other financial assets (Note 15)

   6      

Cash and cash equivalents (Note 18)

   195    182  
  

 

 

  

 

 

 

Total current assets

   660    578  
  

 

 

  

 

 

 

Non-current assets classified as held for sale (Note 11)

   534    217  
  

 

 

  

 

 

 

Total assets (Note 2)

   3,263    2,968  
  

 

 

  

 

 

 

LIABILITIES

   

Loans and other borrowings (Note 22)

   (16  (21

Trade and other payables (Note 19)

   (709  (707

Provisions (Note 20)

   (1  (12

Current tax payable

   (54  (120
  

 

 

  

 

 

 

Total current liabilities

   (780  (860
  

 

 

  

 

 

 

Loans and other borrowings (Note 22)

   (1,242  (670

Derivative financial instruments (Note 23)

   (19  (39

Retirement benefit obligations (Note 3)

   (187  (188

Trade and other payables (Note 19)

   (563  (497

Provisions (Note 20)

   (1  (2

Deferred tax liabilities (Note 25)

   (93  (97
  

 

 

  

 

 

 

Total non-current liabilities

   (2,105  (1,493
  

 

 

  

 

 

 

Liabilities classified as held for sale (Note 11)

   (61  (60
  

 

 

  

 

 

 

Total liabilities (Note 2)

   (2,946  (2,413
  

 

 

  

 

 

 

Net assets

   317    555  
  

 

 

  

 

 

 

EQUITY

   

Equity share capital

   179    162  

Capital redemption reserve

   11    10  

Shares held by employee share trusts.

   (48  (27

Other reserves

   (2,901  (2,893

Unrealized gains and losses reserve

   72    71  

Currency translation reserve

   214    189  

Retained earnings

   2,781    3,035  
  

 

 

  

 

 

 

IHG shareholders’ equity

   308    547  

Non-controlling interest

   9    8  
  

 

 

  

 

 

 

Total equity

   317    555  
  

 

 

  

 

 

 

The Notes to the Consolidated Financial Statements are an integral part of these Financial Statements.


F-11


INTERCONTINENTAL HOTELS GROUP PLC
             
  Year ended
 Year ended
 Year ended
  December 31,
 December 31,
 December 31,
  2010 2009 2008
  ($ million)
 
Profit for the year
  280   214   262 
Adjustments for:            
Net financial expenses  62   54   101 
Income tax charge/(credit)  97   (272)  59 
Depreciation and amortization  108   109   112 
Impairment  7   197   96 
Other exceptional operating items     176   34 
Gain on disposal of assets, net of tax  (2)  (6)  (5)
Equity-settled share-based cost, net of payments  26   14   31 
Other items  1   1   3 
             
Operating cash flow before movements in working capital  579   487   693 
(Increase)/decrease in trade and other receivables  (35)  58   42 
Net change in loyalty program liability and System Fund surplus  10   42   55 
Increase/(decrease) in other trade and other payables  131   (41)  26 
Utilization of provisions  (54)      
Retirement benefit contributions, net of cost  (27)  (2)  (27)
Cash flows relating to exceptional operating items  (21)  (60)  (49)
             
Cash flow from operations
  583   484   740 
Interest paid  (59)  (53)  (112)
Interest received  2   2   12 
Tax (paid)/received on operating activities  (64)  (1)  1 
             
Net cash from operating activities
  462   432   641 
             
Cash flow from investing activities
            
Purchases of property, plant and equipment  (62)  (100)  (53)
Purchases of intangible assets  (29)  (33)  (49)
Investment in associates and other financial assets  (4)  (15)  (6)
Disposal of assets, net of costs and cash disposed of  107   20   25 
Proceeds from associates and other financial assets  28   15   61 
Tax paid on disposals  (4)  (1)  (3)
             
Net cash from investing activities
  36   (114)  (25)
             
Cash flow from financing activities
            
Proceeds from the issue of share capital  19   11   2 
Purchase of own shares        (139)
Purchase of own shares by employee share trusts  (53)  (8)  (22)
Proceeds on release of own shares by employee share trusts     2   2 
Dividends paid to shareholders  (121)  (118)  (118)
Issue of £250m 6% bonds     411    
Decrease in other borrowings  (292)  (660)  (316)
             
Net cash from financing activities
  (447)  (362)  (591)
             
Net movement in cash and cash equivalents in the year
  51   (44)  25 
Cash and cash equivalents at beginning of the year  40   82   105 
Exchange rate effects  (13)  2   (48)
             
Cash and cash equivalents at end of the year
  78   40   82 
             

  Year ended
December 31,
2012
  Year ended
December 31,
2011
  Year ended
December 31,
2010
 
  ($ million) 

Profit for the year

  545    473    280  

Adjustments for:

   

Net financial expenses

  54    62    62  

Income tax charge

  11    81    97  

Depreciation and amortization

  94    99    108  

Impairment

  (23  (20  7  

Other exceptional operating items

  27    (37    

Gain on disposal of discontinued operations

          (2

Equity-settled share-based cost

  22    25    26  

Other items

  (2      1  
 

 

 

  

 

 

  

 

 

 

Operating cash flow before movements in working capital

  728    683    579  

Increase in trade and other receivables

  (50  (11  (35

Net change in loyalty program liability and System Fund surplus

  57    66    10  

Increase/(decrease) in other trade and other payables

  26    (20  131  

Utilization of provisions

  (12  (19  (54

Retirement benefit contributions, net of cost

  (104  (44  (27

Cash flows relating to exceptional operating items

  (6  (32  (21
 

 

 

  

 

 

  

 

 

 

Cash flow from operations

  639    623    583  

Interest paid

  (50  (56  (59

Interest received

  2    1    2  

Tax paid on operating activities

  (119  (89  (64
 

 

 

  

 

 

  

 

 

 

Net cash from operating activities

  472    479    462  
 

 

 

  

 

 

  

 

 

 

Cash flow from investing activities

   

Purchase of property, plant and equipment

  (44  (55  (62

Purchase of intangible assets

  (84  (48  (29

Investment in other financial assets

  (2  (50  (4

Investment in associates and joint ventures

  (3  (41    

Disposal of assets, net of costs

  4    142    107  

Proceeds from other financial assets

  4    15    28  

Tax paid on disposals

  (3  (1  (4
 

 

 

  

 

 

  

 

 

 

Net cash from investing activities

  (128  (38  36  
 

 

 

  

 

 

  

 

 

 

Cash flow from financing activities

   

Proceeds from the issue of share capital

  10    8    19  

Purchase of own shares

  (107        

Purchase of own shares by employee share trusts

  (84  (75  (53

Dividends paid to shareholders

  (679  (148  (121

Transaction costs relating to shareholder returns

  (2        

Issue of long-term bonds

  632          

Decrease in other borrowings

  (99  (119  (292
 

 

 

  

 

 

  

 

 

 

Net cash from financing activities

  (329  (334  (447
 

 

 

  

 

 

  

 

 

 

Net movement in cash and cash equivalents in the year

  15    107    51  

Cash and cash equivalents at beginning of the year

  182    78    40  

Exchange rate effects

  (2  (3  (13
 

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of the year

  195    182    78  
 

 

 

  

 

 

  

 

 

 

The Notes to the Consolidated Financial Statements are an integral part of these Financial Statements.


F-12


Note 1 — Accounting policies

Note 1 —Accounting policies
General information

The consolidated financial statementsConsolidated Financial Statements of InterContinental Hotels Group PLC (the “Group” or “IHG”) for the year ended December 31, 20102012 were authorized for issue to the UK listing authorities in accordance with a resolution of the Directors on February 14, 2011.18, 2013. InterContinental Hotels Group PLC (the “Company”) is incorporated and domiciled in Great Britain and registered in England and Wales.

On March 22, 2013, the Group was subject to an arbitration award in China. As a consequence and as explained in Note 29 to the Consolidated Financial Statements, contingent liabilities include an amount of $24 million which was not included in the Consolidated Financial Statements issued to the UK listing authorities. The Consolidated Financial Statements for the year ended December 31, 2012, for issue on Form 20-F were approved by the Board for filing with the Securities and Exchange Commission on March 26, 2013.

On February 23, 2011, the Group received an unfavorable court judgment in respect of a prior year litigation claim. As required by IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” and IAS 10 “Events after the Reporting Period”, the Consolidated Financial Statements for the year ended December 31, 2010, authorized by the Directors on April 11, 2011, for issue on Form 20-F includeincluded a litigation provision of $22 million ($13 million net of tax) to reflect this adjusting post balance sheet event.

In respect of the Consolidated Financial Statements issued to the UK listing authorities, the equivalent provision was recorded in the Financial Statements for the year ended December 31, 2011 as the 2010 Financial Statements were authorized on February 14, 2011, which was prior to the court judgment.

The impact of the above adjusting post balance sheet event is summarized as follows:

         
  Consolidated Financial
  Statements authorized on
  February 14, 2011 April 11, 2011
 
Profit before tax ($ million)  397   375 
Profit for the year ($ million)  293   280 
Net assets ($ million)  291   278 
Basic earnings per share (cents)  101.7   97.2 
Diluted earnings per share (cents)  99.0   94.6 
         

   2011 Financial Statements 
   Form 20-F   UK filing 

Profit before tax ($ million)

   554     532  

Profit for the year ($ million)

   473     460  

Net assets ($ million)

   555     555  

Basic earnings per ordinary share (cents)

   163.7     159.2  

Diluted earnings per ordinary share (cents)

   159.8     155.4  
  

 

 

   

 

 

 

   2010 Financial Statements 
   Form 20-F   UK filing 

Profit before tax ($ million)

   375     397  

Profit for the year ($ million)

   280     293  

Net assets ($ million)

   278     291  

Basic earnings per ordinary share (cents)

   97.2     101.7  

Diluted earnings per ordinary share (cents)

   94.6     99.0  
  

 

 

   

 

 

 

As the litigation provision has beenwas recorded as an exceptional item, there was no impact on results before exceptional items and adjusted earnings per share.

Summary of significant accounting policies

Basis of preparation

The Consolidated Financial Statements of IHG have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in accordance with IFRS as adopted by the European Union (“EU”), and as applied in accordance with the provisions of the Companies Act 2006. IFRS as adopted by the EU differs in certain respects from IFRS as issued by the IASB, however, the differences have no impact on the Group’s Consolidated Financial Statements for the years presented.

Changes in accounting policies

With effect from January 1, 2010,2012, the Group has implemented the following newamendments to accounting standards, amendments and interpretations. Nonestandards. Neither of these have had a materialany impact on the Group’s financial performance or position during the year and there has been no requirement to restate prior year comparatives.

IFRS 3 (Revised) “Business Combinations” changes the accounting for transaction costs, the valuation of non-controlling interests, the initial recognition and subsequent measurement of contingent consideration, and business combinations achieved in stages. These changes will impact the amount of goodwill recognized and the reported results in the period when an acquisition occurs and future reported results. These changes only apply to new acquisitions and there7 (Amendment) “Financial Instruments: Disclosures”, requires additional disclosures about financial assets that have been none during the year.

transferred but not derecognized and about continuing involvement in derecognised assets.

IAS 27 (Revised) “Consolidated and Separate Financial Statements” requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and such transactions no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost; any remaining interest in the entity is remeasured to12 (Amendment) “Income Taxes”, introduces a rebuttable presumption that deferred tax on investment property measured at fair value with a gain or loss recognized in profit or loss.

IFRIC 17 “Distribution of Non-cash assets to Owners” provides guidanceshould be determined on accounting for arrangements where non-cash assets are distributed to shareholders.


F-13


IAS 39 (amendment) “Financial Instruments: Recognition and Measurement — Eligible Hedged Items” clarifiesthe basis that an entity is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item.its carrying amount will be recovered through sale. The amendment also specifiesintroduces the requirement that inflation is notdeferred tax on non-depreciable assets measured using the revaluation model in IAS 16 will always be measured on a separately identifiable risk and cannot be designated as the hedged risk unless it represents a contractually specified cash flow.
IFRS 2 (amendment) “Share-based Payment: Group Cash-settled Share-based Payment Arrangements” provides guidance on accounting for inter-group cash-settled share-based payment transactions in the separate financial statements of an entity.
IFRS 5 (amendment) “Non-current Assets Held for Sale and Discontinued Operations” clarifies that disclosures required in respect of non-current assets and disposal groups classified as held for sale or discontinued operations are only those set out in IFRS 5.
IFRS 8 (amendment) “Operating Segments” clarifies that segment assets and liabilities need only be reported when included in information reviewed by the chief operating decision maker.
IAS 7 (amendment) “Statement of Cash Flows” states that only expenditure resulting in recognition of an asset can be presented as a cash flow from investing activities.
IAS 17 (amendment) “Leases” clarifies that a lease of land should be classified as an operating or finance lease in accordance with the economic substancebasis of the arrangement.
IAS 36 (amendment) “Impairment of Assets” clarifies that the largest permitted unit for allocation of goodwill is the IFRS 8 operating segment before aggregation for reporting purposes.
IFRIC 16 (amendment) “Hedges of a Net Investmentasset.

Segmental information

As explained in Note 2, an internal reorganization during 2011 resulted in a Foreign Operation” removeschange to the restrictionGroup’s reportable segments. Comparatives for 2010 were restated to show the segmental information on a hedged foreign operation holding the hedging instruments.

consistent basis.

Changes in presentation

The Consolidated statement of changes in equity has been expanded to include an analysis of other comprehensive income by each component of equity. The additional information is presented in accordance with best practice and will become mandatory in 2011.
The fair values of derivative financial instruments are presented separately on the face of the Consolidated statement of financial position for the first time (previously included within current “Trade and other payables”) due to their increased materiality and in accordance with best practice.
Net debt has been redefined to include the exchange element of the fair value of currency swaps that fix the value of the Group’s £250m 6% bonds. This change has been made to reflect the commercial rationale of the hedging relationship. See Notes 23 and 24 for further details.
Presentational currency

The Consolidated Financial Statements are presented in millions of US dollars following a management decision to change the reporting currency from sterling during 2008. The change was made to reflect the profile of the Group’s revenue and operating profit which are primarily generated in US dollars or US dollar-linked currencies.

The currency translation reserve was set to nil at January 1, 2004 on transition to IFRS and this reserve is presented on the basis that the Group has reported in US dollars since this date. Equity share capital, the capital redemption reserve and shares held by employee share trusts are translated into US dollars at the rates of exchange on the last day of the period; the resultant exchange differences are recorded in other reserves.

The functional currency of the parent company remains sterling since this is a non-trading holding company located in the United Kingdom that has sterling denominated share capital and whose primary activity is the payment and receipt of interest on sterling denominated external borrowings and inter-company balances.


F-14


Basis of consolidation

The Consolidated Financial Statements comprise the financial statementsFinancial Statements of the parent company and entities controlled by the Company. All intra-group balances and transactions have been eliminated.

The results of those businesses acquired or disposed of are consolidated for the period during which they were under the Group’s control.

Foreign currencies

Transactions in foreign currencies are translated to the functional currency at the exchange rates ruling on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated to the functional currency at the relevant rates of exchange ruling on the last day of the period. All foreignForeign exchange differences arising on translation are recognized in the income statement except on foreign currency borrowings that provide a hedge against a net investment in a foreign operation. These are taken directly to the currency translation reserve until the disposal of the net investment, at which time they are recycled against the gain or loss on disposal.

The assets and liabilities of foreign operations, including goodwill, are translated into US dollars at the relevant rates of exchange ruling on the last day of the period. The revenues and expenses of foreign operations are translated into US dollars at average rates of exchange for the period. The exchange differences arising on the retranslation are taken directly to the currency translation reserve. On disposal of a foreign operation, the cumulative amount recognized in the currency translation reserve relating to that particular foreign operation is recycled against the gain or loss on disposal.

Property, plant and equipment

Property, plant and equipment are stated at cost less depreciation and any impairment.

Borrowing costs attributable to the acquisition or construction of an asset that necessarily takes a substantial period of time to prepare for its intended use or sale are capitalized as part of the asset cost. All other borrowing costs are expensed as incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. However, all borrowing costs relating to projects commencing before January 1, 2009 were expensed.

Repairs and maintenance costs are expensed as incurred.

Land is not depreciated. All other property, plant and equipment are depreciated to a residual value over their estimated useful lives, namely:

Buildings

  lesser of 50 years and unexpired term of lease; and

Fixtures, fittings and equipment

  three to 25 years.

All depreciation is charged on a straight-line basis. Residual value is reassessedre-assessed annually.

Property, plant and equipment are tested for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Assets that do not generate independent cash flows are combined into cash-generating units. If carrying values exceed their estimated recoverable amount, the assets or cash-generating units are written down to the recoverable amount. Recoverable amount is the greater of fair value less costs to sell and value in use. Value in use is assessed based on estimated future cash flows discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses, and any subsequent reversals, are recognized in the income statement.

On adoption of IFRS, the Group retained previous revaluations of property, plant and equipment which are included at deemed cost as permitted by IFRS 1 “First-time Adoption of International Financial Reporting Standards”.


F-15


Goodwill

Goodwill
Goodwill arises on consolidation and is recorded at cost, being the excess of the cost of acquisition over the fair value at the date of acquisition of the Group’s share of identifiable assets, liabilities and contingent liabilities. With effect from January 1, 2010, transaction costs are expensed and therefore not included in the cost of acquisition. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Goodwill is tested for impairment at least annually by comparing carrying values of cash-generating units with their recoverable amounts. Impairment losses cannot be subsequently reversed.

Intangible assets

Software

Acquired software licenses and software developed in-house are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. Costs are amortized over estimated useful lives of three to five years on a straight-line basis.

Internally generated development costs are expensed unless forecast revenues exceed attributable forecast development costs, atin which timecase they are capitalized and amortized over the estimated useful life of the asset.

Management contracts

When assets are sold and athe purchaser enters into a franchise or management contract with the Group, the Group capitalizes as part of the gain or loss on disposal an estimate of the fair value of the contract entered into. The value of management contracts is amortized over the life of the contract which ranges from six to 50 years on a straight-line basis.

Other intangible assets

Amounts paid to hotel owners to secure management contracts and franchise agreements are capitalized and normally amortized over the shorter of the contracted period and 10 years on a straight-line basis.

Intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

AssociatesBorrowing costs

Borrowing costs attributable to the acquisition or construction of property, plant and equipment or in respect of software projects that necessarily take a substantial period of time to prepare for their intended use, or sale, are capitalized as part of the asset cost. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. All borrowing costs relating to projects commencing before January 1, 2009 were expensed.

Associates and joint ventures

An associate is an entity over which the Group has the ability to exercise significant influence, but not control or jointly control, through participation in the financial and operating policy decisions of the entity.

A joint venture is a contractual arrangement whereby two or more venturers exercise joint control over the entity and unanimous agreement is required to make strategic financial and operating policy.

Associates and jointly controlled entities are accounted for using the equity method unless the associate or jointly controlled entity is classified as held for sale. Under the equity method, the Group’s investment is recorded at cost adjusted by the Group’s share of post-acquisition profits and losses.losses and other movements in the investee’s reserves. When the Group’s share of losses exceeds its interest in an associate or joint venture, the Group’s carrying amount is reduced to $nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an associate.

associate or jointly controlled entity.

Financial assets

The Group classifies its financial assets into one of the two following categories: loans and receivables oravailable-for-sale financial assets. Management determines the classification of financial assets on initial recognition and they are subsequently held at amortized cost (loans and receivables) or fair value(available-for-sale (available-for-sale financial assets). Interest on loans and receivables is calculated using the effective interest rate method and is recognized in the income statement as interest income.

Changes in fair values ofavailable-for-sale financial assets are recorded directly in equity within the unrealized gains and losses reserve. On disposal, the accumulated fair value adjustments recognized in equity are recycled to the income statement. Dividends fromavailable-for-sale financial assets are recognized in the income statement as other operating income and expenses.


F-16


Financial assets are assessed for impairment at each period-end date. In the case of an equity investment classified asavailable-for-sale, a significant or prolonged decline in fair value below cost is evidence that the asset is impaired. If anavailable-for-sale financial asset is impaired, the difference between original cost and fair value is transferred from equity to the income statement to the extent of any cumulative loss recorded in equity, with any excess charged directly to the income statement. Impairment losses onSubsequent impairment reversals relating to previously impaired equity instruments are not reversed through the income statement.
recorded in equity.

Inventories

Inventories are stated at the lower of cost and net realizable value.

Trade receivables

Trade receivables are recorded at their original amount less provision for impairment. It is the Group’s policy to provide for 100% of the previous month’s aged receivables balances which are more than 180 days past due. Adjustments to the policy may be made due to specific or exceptional circumstances when collection is no longer considered probable. The carrying amount of the receivable is reduced through the use of a provision account and movements in the provision are recognized in the income statement within cost of sales. When a previously provided trade receivable is uncollectable, it is written off against the provision.

Cash and cash equivalents

Cash comprises cash in hand and demand deposits.

Cash equivalents are short-term highly liquid investments with an original maturity of three months or less that are readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of short-term overdrafts which are repayable on demand and form an integral part of the Group’s cash management.

Assets held for sale

Non-current assets and associated liabilities are classified as held for sale when their carrying amount will be recovered principally through a sale transaction rather than continuing use and a sale is highly probable.

Assets designated as held for sale are held at the lower of carrying amount at designation and fair value less costs to sell.

Depreciation is not charged against property, plant and equipment classified as held for sale.

Financial liabilities

Financial liabilities are measured at amortized cost using the effective interest rate method. A financial liability is derecognized when the obligation under the liability expires, is discharged or canceled.

Trade payables

Trade payables are non-interest-bearing and are stated at their nominal value.

Bank and other borrowings

Bank and other borrowings are initially recognized at the fair value of the consideration received less directly attributable transaction costs. They are subsequently measured at amortized cost. Finance charges, including the transaction costs and any discount or premium on issue, are charged torecognized in the income statement using the effective interest rate method.

Borrowings are classified as non-current when the repayment date is more than 12 months from the period-end date or where they are drawn on a facility with more than 12 months to expiry.


F-17


Derivative financial instruments and hedging

Derivatives are initially recognized and subsequently remeasured at fair value. The method of recognizing the remeasurement depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

Changes in the fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income and the unrealized gains and losses reserve to the extent that the hedges are effective. When the hedged item is recognized, the cumulative gains and losses on the related hedging instrument are reclassified to the income statement.

Changes in the fair value of derivatives designated as net investment hedges are recorded in other comprehensive income and the currency translation reserve to the extent that the hedges are effective. The cumulative gains and losses remain in equity until a foreign operation is sold, at which point they are reclassified to the income statement.

Changes in the fair value of derivatives which have either not been designated as hedging instruments or relate to the ineffective portion of hedges are recognized immediately in the income statement.

Documentation outlining the measurement and effectiveness of any hedging arrangements is maintained throughout the life of the hedge relationship.

Interest arising from currency derivatives and interest rate swaps is recorded in either financial income or expenses on a net basis over the term of the agreement, unless the accounting treatment for the hedging relationship requires the interest to be taken to reserves.

Self insurance

The Group undertakes

Liabilities in respect of self insurance for various insurableinsured risks including property damage/business interruption, fidelity guarantee, general liability, workers’ compensation/employers’ liability and employee medical and dental coverage from time to time in line with economic conditions and trends within the global insurance market. Insurance reserves for self insurance include projected settlements for known and incurred but not reported claims. Projected settlements are estimated based on historical trends and actuarial data.

Provisions

Provisions are recognized when the Group has a present obligation as a result of a past event, it is probable that a payment will be made and a reliable estimate of the amount payable can be made. If the effect of the time value of money is material, the provision is discounted.

An onerous contract provision is recognized when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits expected to be received under it.

In respect of litigation, provision is made when management consider it probable that payment may occur even though the defense of the related claim may still be ongoing through the court process.

Taxes

Current tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the tax authorities including interest. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax assets and liabilities are recognized in respect of temporary differences between the tax base and carrying value of assets and liabilities including accelerated capital allowances, unrelieved tax losses, unremitted profits from overseas where the Group does not control remittance, gains rolled over into replacement assets, gains on previously revalued properties and other short-term temporary differences.


F-18


Deferred tax assets are recognized to the extent that it is regarded as probable that the deductible temporary differences can be realized. The recoverability of all deferred tax assets is reassessedre-assessed at the end of each reporting period.

Deferred tax is calculated at the tax rates that are expected to apply in the periods in which the asset or liability will be settled, based on rates enacted or substantively enacted at the end of the reporting period.

Retirement benefits

Defined contribution plans

Payments to defined contribution schemes are charged to the income statement as they fall due.

Defined benefit plans

Plan assets are measured at fair value and plan liabilities are measured on an actuarial basis, using the projected unit credit method and discounting at an interest rate equivalent to the current rate of return on a high qualityhigh-quality corporate bond of equivalent currency and term to the plan liabilities. The difference between the value of plan assets and liabilities at the period-end date is the amount of surplus or deficit recorded in the statement of financial position as an asset or liability. An asset is recognized when the employer has an unconditional right to use the surplus at some point during the life of the plan or on its wind up. If a refund would be subject to a tax other than income tax, as is the case in the United Kingdom, the asset is recorded at the amount net of tax. A liability is also recorded for any such tax that would be payable in respect of funding commitments based on the accounting assumption that the related payments increase the asset.

The service cost of providing pension benefits to employees for the year is charged to the income statement. The cost of making improvements to pensions is recognized in the income statement on a straight-line basis over the period during which any increase in benefits vests. To the extent that improvements in benefits vest immediately, the cost is recognized immediately as an expense.

Curtailment gains arising from the cessation of future benefit accrual are recognized in the period in which the defined benefit plan is amended.

Actuarial gains and losses may result from: differences between the expected return and the actual return on plan assets; differences between the actuarial assumptions underlying the plan liabilities and actual experience during the year; or changes in the actuarial assumptions used in the valuation of the plan liabilities. Actuarial gains and losses, and taxation thereon, are recognized in the Consolidated statement of comprehensive income.

Actuarial valuations are normally carried out every three years and are updated for material transactions and other material changes in circumstances (including changes in market prices and interest rates) up to the end of the reporting period.

Revenue recognition

Revenue isarises from the gross inflowsale of goods and provision of services where these activities give rise to economic benefits received and receivable by the Group on its own account where those inflowsand result in increases in equity.

Revenue is derived from the following sources: franchise fees; management fees; owned and leased properties and other revenues which are ancillary to the Group’s operations, including technology fee income.

Generally, revenue represents sales (excluding VAT and similar taxes) of goods and services, net of discounts, provided in the normal course of business and recognized when services have been rendered. The following is a description of the composition of revenues of the Group.

Franchise fees — received in connection with the license of the Group’s brand names, usually under long-term contracts with the hotel owner. The Group charges franchise royalty fees as a percentage of rooms revenue. Revenue is recognized when earned and realized or realizable under the terms of the agreement.

contract.

Management fees — earned from hotels managed by the Group, usually under long-term contracts with the hotel owner. Management fees include a base fee, which is generally a percentage of hotel revenue, and an incentive fee, which is generally based on the hotel’s profitability or cash flows. Revenue is recognized when earned and realized or realizable under the terms of the contract.


F-19


Owned and leased — primarily derived from hotel operations, including the rental of rooms and food and beverage sales from owned and leased hotels operated under the Group’s brand names. Revenue is recognized when rooms are occupied and food and beverages are sold.

Share-based payments

The cost of equity-settled transactions with employees is measured by reference to fair value at the date at which the right to the shares is granted. Fair value is determined by an external valuer using option pricing models.

The cost of equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in which any performance or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date).

The income statement charge for a period represents the movement in cumulative expense recognized at the beginning and end of that period. No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performanceand/or service conditions are satisfied.

The Group has taken advantage of the transitional provisions of IFRS 2 “Share-based Payment” in respect of equity-settled awards and has applied IFRS 2 only to equity-settled awards granted after November 7, 2002 that had not vested before January 1, 2005.

Leases

Operating lease rentals are charged to the income statement on a straight-line basis over the term of the lease.

Assets held under finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease, with a corresponding liability being recognized for the fair value of the leased asset or, if lower, the present value of the minimum lease payments. Lease payments are apportioned between the reduction of the lease liability and finance charges in the income statement so as to achieve a constant rate of interest on the remaining balance of the liability. Assets held under finance leases are depreciated over the shorter of the estimated useful life of the asset and the lease term.

Disposal of non-current assets

The Group recognizes sales proceeds and any related gain or loss on disposal on completion of the sales process. In determining whether the gain or loss should be recorded, the Group considers whether it:

has a continuing managerial involvement to the degree associated with asset ownership;

has transferred the significant risks and rewards associated with asset ownership; and

• has a continuing managerial involvement to the degree associated with asset ownership;
• has transferred the significant risks and rewards associated with asset ownership; and
• can reliably measure and will actually receive the proceeds.

can reliably measure and will actually receive the proceeds.

Discontinued operations

Discontinued operations are those relating to hotels or operations sold or those classified as held for sale when the results relate to a separate line of business, geographical area of operations, or where there is a co-ordinated plan to dispose of a separate line of business or geographical area of operations.

Exceptional items

The Group discloses certain financial information both including and excluding exceptional items. The presentation of information excluding exceptional items allows a better understanding of the underlying trading performance of the Group and provides consistency with the Group’s internal management reporting. Exceptional items are identified by virtue of either their size or nature so as to facilitate comparison with prior periods and to assess underlying trends in financial performance. Exceptional items can include, but are not restricted to, gains and losses on the disposal of assets, impairment charges and reversals, restructuring costs and the release of tax provisions.


F-20


Use of accounting estimates and judgments

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates under different assumptions and conditions.

The estimates and assumptions that have the most significant effect on the amounts recognized in these Financial Statements are:

Trade receivables — a provision for impairment of trade receivables is made on the basis of historical experience and other factors considered relevant by management.

Impairment — the Group determines whether goodwill is impaired on an annual basis or more frequently if there are indicators of impairment. Other non-current assets, including property, plant and equipment, are tested for impairment if there are indicators of impairment. Impairment testing requires an estimate of future cash flows and the choice of a suitable discount rate and, in the case of hotels, an assessment of recoverable amount based on comparable market transactions.

System Fund — in addition to management or franchise fees, hotels within the IHG system pay cash assessments and contributions which are collected by IHG for specific use within the System Fund (the “Fund”). The Fund also receives proceeds from the sale of Priority Club Rewards points. IHG exerts significant influence over the operation of the Fund, however the Fund is managed for the benefit of hotels in the system with the objective of driving revenues for the hotels. The Fund is used to pay for marketing, the Priority Club Rewards loyalty program and the global reservation system. The Fund is planned to operate at breakeven with any short-term timing surplus or deficit carried in the Consolidated statement of financial statements are:position within working capital.

• Trade receivables — a provision for impairment of trade receivables is made on the basis of historical experience and other factors considered relevant by management.
• Impairment — the Group determines whether goodwill is impaired on an annual basis or more frequently if there are indicators of impairment. Other non-current assets, including property, plant and equipment, are tested for impairment if there are indicators of impairment. Impairment testing requires an estimate of future cash flows and the choice of a suitable discount rate and, in the case of hotels, an assessment of recoverable amount based on comparable market transactions.
• System Fund — in addition to management or franchise fees, hotels within the IHG system pay cash assessments and contributions which are collected by IHG for specific use within the System Fund (the “Fund”). The Fund also receives proceeds from the sale of Priority Club Rewards points. IHG exerts significant influence over the operation of the Fund, however the Fund is managed for the benefit of hotels in the system with the objective of driving revenues for the hotels. The Fund is used to pay for marketing, the Priority Club Rewards loyalty program and the global reservation system. The Fund is planned to operate at breakeven with any short-term timing surplus or deficit carried in the Consolidated statement of financial position within working capital.

As all Fund income is designated for specific purposes and does not result in a profit or loss for the Group, the revenue recognition criteria as outlined in the accounting policy above are not met and therefore the income and expenses of the Fund are not included in the Consolidated income statement.

The assets and liabilities relating to the Fund are included in the appropriate headings in the Consolidated statement of financial position as the related legal, but not beneficial, rights and obligations rest with the Group. These assets and liabilities include the Priority Club Rewards liability, short-term timing surpluses and deficits and any receivables and payables related to the Fund.

The cash flows relating to the Fund are reported within ‘‘cash“cash flow from operations’’operations” in the Consolidated statement of cash flows due to the close interrelationship between the Fund and the trading operations of the Group.

Further information on the Fund is included in Note 31.

Loyalty program — the hotel loyalty program, Priority Club Rewards, enables members to earn points, funded through hotel assessments, during each qualifying stay at an IHG branded hotel and redeem points at a later date for free accommodation or other benefits. The future redemption liability is included in trade and other payables and is estimated using eventual redemption rates determined by actuarial methods and points values. Actuarial gains and losses on the future redemption liability are borne by the System Fund and any resulting changes in the liability would correspondingly adjust the amount of short-term timing surpluses and deficits held in the Consolidated statement of financial position.

Retirement and other post-employment benefits — the cost of defined benefit pension plans and other post-employment benefits is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases.

• Loyalty program — the hotel loyalty program, Priority Club Rewards, enables members to earn points, funded through hotel assessments, during each qualifying stay at an IHG branded hotel and redeem points at a later date for free accommodation or other benefits. The future redemption liability is included in trade and other payables and is estimated using eventual redemption rates determined by actuarial methods and points values. Actuarial gains and losses on the future redemption liability are borne by the System Fund and any resulting changes in the liability would correspondingly adjust the amount of short-term timing differences held in the Consolidated statement of financial position.
• Retirement and other post-employment benefits — the cost of defined benefit pension plans and other post-employment benefits is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases.
• Tax — provisions for tax accruals require judgments on the interpretation of tax legislation, developments in tax case law and the potential outcomes of tax audits and appeals. In addition, deferred tax assets are recognized for unused tax attributes to the extent that it is probable that taxable profit will be available


F-21

Tax — provisions for tax accruals require judgments on the interpretation of tax legislation, developments in tax case law and the potential outcomes of tax audits and appeals. In addition, deferred tax assets are recognized for unused tax attributes to the extent that it is probable that taxable profit will be available against which they can be utilized. Judgment is required as to the amount that can be recognized based on the likely amount and timing of future taxable profits. Deferred tax balances are dependent on management’s expectations regarding the manner and timing of recovery of the related assets.

Other — the Group also makes estimates and judgments in the valuation of franchise and management agreements acquired on asset disposals, the valuation of financial assets classified as available-for-sale, the outcome of legal proceedings and claims and in the valuation of share-based payment costs.


against which they can be utilized. Judgment is required as to the amount that can be recognized based on the likely amount and timing of future taxable profits, taking into account expected tax planning. Deferred tax balances are dependent on management’s expectations regarding the manner and timing of recovery of the related assets.
• Other — the Group also makes estimates and judgments in the valuation of franchise and management agreements acquired on asset disposals, the valuation of financial assets classified asavailable-for-sale, the outcome of legal proceedings and claims and in the valuation of share-based payment costs.
New standards issued but not effective

The following accounting standards, amendments and interpretations with an effective date after the date of these financial statementsFinancial Statements have not been adopted early by the Group and will be adopted in accordance withas set out below unless otherwise indicated, the effective date. The Directors do not anticipate that the adoption of these standards, amendments and interpretations will have a material impact on the Group’s reported income or net assets in the period of adoption.

IAS 1 (Amendment) “Presentation of Financial Statements”, which is effective from July 1, 2012, changes the grouping of items presented in other comprehensive income (“OCI”) so that items which may be reclassified to profit or loss in the future are presented separately from items that will never be reclassified.

IAS 19 (Revised) “Employee Benefits”, which is effective from January 1, 2013, introduces numerous changes including the removal of the option to defer recognition of some actuarial gains and losses (the “corridor mechanism”) and the concept of expected returns on plan assets. The Group currently recognizes all actuarial gains and losses in OCI, therefore the removal of the corridor mechanism will have no impact on financial performance or position. The impact of calculating the expected return on plan assets (after relevant asset restrictions) using the same interest rate as applied to discounting the benefit obligations is expected to result in a higher operating profit charge of approximately $3 million in 2013 compared with the 2012 charge under the current version of IAS 19.

IAS 28 (Amendment) “Investments in Associates and Joint Ventures”, which will be adopted by the Group from January 1, 2013, has been renamed as a consequence of the new IFRS 11 and IFRS 12 (see below) and describes the application of the equity method to investments in joint ventures in addition to associates.

IFRS 10 “Consolidated Financial Statements”, which will be adopted by the Group from January 1, 2013, introduces a single control model for all entities, including special purpose entities, which will require significant judgment to determine which entities are controlled and therefore consolidated in the Group Financial Statements. Based on the preliminary analyzes performed, IFRS 10 is not expected to have any material impact on the investments held by the Group.

IFRS 11 “Joint Arrangements”, which will be adopted by the Group from January 1, 2013, eliminates the option to account for jointly controlled entities (“JCEs”) using proportionate consolidation. The Group currently accounts for its JCEs using the equity method which is the requirement of IFRS 11.

IFRS 12 “Disclosure of Interests in Other Entities”, which will be adopted by the Group from January 1, 2013, incorporates all of the disclosures required in respect of an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. The requirements are extensive and likely to result in new disclosures in the Group Financial Statements.

IFRS 13 “Fair Value Measurement”, which is effective from January 1, 2013, establishes a single source of guidance under IFRS for fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value when fair value is required or permitted. Based on the preliminary analyzes performed, IFRS 13 is not expected to have a material impact on the Group’s Financial Statements.

IFRS 9 “Financial Instruments: Classification and Measurement”, which is effective from January 1, 2013,2015, introduces new requirements for classifying and measuring financial assets and for measuring financial liabilities at fair value through profit or loss.

IAS 24 (amendment) “Related Party Disclosures” whichand, when finalized, will address hedge accounting and impairment of financial assets. The Group will assess the impacts when the final standard is effectiveissued.

Note: with the exception of IFRS 9, all of the above will be adopted by the Group with effect from January 1, 2011, clarifies2013. IAS 28 (Amendment), IFRS 10, IFRS 11 and simplifiesIFRS 12 have been endorsed for adoption by the definition of a related party.

IFRIC 14 (amendment) “Prepayments of a Minimum Funding Requirement” which is effectiveEU with effect from January 1, 2011 with retrospective application, permits an entity to treat2014 and are therefore being adopted early by the prepayment of a minimum funding requirement as an asset.
IFRIC 19 “Extinguishing Financial Liabilities with Equity Instruments” which is effective from July 1, 2010, clarifies that equity instruments issued to a creditor to extinguish a financial liability are measured at fair value with any gain or loss recognized immediately in profit or loss.
IFRS 7 (amendment) “Financial Instruments: Disclosures”, which is effective from January 1, 2011, amends the credit risk disclosures for financial assets.
IFRIC 13 (amendment) “Customer Loyalty Programmes”, which is effective from January 1, 2011, clarifies that when the fair value of an award is measured based on redemption value, the amount of discounts granted to customers not in the loyalty program should be taken into account.
Note: the effective dates are in respect of accounting periods beginning on or after the date shownGroup.

Note 2 — Exchange rates and so will be effective for the Group from January 1, 2011, other than IFRS 9 which will be effective for the Group from January 1, 2013.


F-22

Segmental information


Note 2 —Exchange Rates and Segmental Information
Exchange Ratesrates

The results of operations have been translated into US dollars at the average rates of exchange for the year. In the case of sterling, the translation rate is $1 = £0.65 (2009£0.63 (2011 $1 = £0.64, 2008£0.62, 2010 $1 = £0.55)£0.65). In the case of the euro, the translation rate is $1 = €0.76 (2009€0.78 (2011 $1 = €0.72, 20082010 $1 = €0.68)€0.76).

Assets and liabilities have been translated into US dollars at the rates of exchange on the last day of the year. In the case of sterling, the translation rate is $1 = £0.64 (2009£0.62 (2011 $1 = £0.62, 2008£0.65, 2010 $1 = £0.69)£0.64). In the case of the euro, the translation rate is $1 = €0.75 (2009€0.76 (2011 $1 = €0.69, 2008€0.77, 2010 $1 = €0.71)€0.75).

Segmental Informationinformation

The management of the Group’s operations, excluding Central functions, is organized within threefour geographical regions:

Americas;

Europe;

Americas;
Europe,

Asia, Middle East and Africa (“EMEA”AMEA”); and

Greater China.

Asia Pacific.

These, together with Central functions, comprise the Group’s fourfive reportable segments.

The No operating segments have been aggregated to form these reportable segments.

During 2011, an internal reorganization resulted in a change to the Group’s reportable segments. Previously there were three geographical regions: Americas; Europe, Middle East and Africa; and Asia Pacific reportable segment comprises(comprising the aggregation of two operating segments that existed at that time, Greater China and Asia Australasia. Australasia). The Middle East and Africa region has been combined with the former Asia Australasia operating segment to form a single new operating segment, AMEA. The reorganization was undertaken to better align similar businesses and to allow greater focus on Europe as a stand-alone region. Comparatives for 2010 were restated to show segmental information on a consistent basis.

Central functions include costs of global functions including technology, sales and marketing, finance, human resources and corporate services; revenue arises principally from technology fee income. Central liabilities include the loyalty program liability and the cumulative short-term System Fund surplus.

Each of the geographical regions derives its revenues from either franchising, managing or owning hotels and additional segmental disclosures are provided accordingly.

Management monitors the operating results of the geographical regions and Central functions separately for the purpose of making decisions about resource allocation and performance assessment. Segmental performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the Consolidated Financial Statements, excluding exceptional items. Group financing activities and income taxes are managed on a group basis and are not allocated to reportable segments.


F-23


Segmental Informationinformation

Year ended December 31, 2012

Revenue

   Americas   Europe   AMEA   Greater
China
   Central   Group 
   ($ million) 

Franchised

   541     91     18     3          653  

Managed

   97     147     152     89          485  

Owned and leased

   199     198     48     138          583  

Central

                       114     114  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   837     436     218     230     114     1,835  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segmental result

   Americas  Europe  AMEA  Greater
China
  Central  Group 
   ($ million) 

Franchised

   466    65    12    4        547  

Managed

   48    32    90    51        221  

Owned and leased

   24    50    6    45        125  

Regional and central

   (52  (32  (20  (19  (156  (279
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Reportable segments’ operating profit

   486    115    88    81    (156  614  

Exceptional operating items (Note 5)

   23    (4  (5      (18  (4
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

   509    111    83    81    (174  610  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Group
($ million)

Reportable segments’ operating profit

614

Exceptional operating items (Note 5)

(4

Operating profit

610

Net finance costs

(54

Profit before tax

556

Tax

(11

Profit for the year

545

All items above relate to continuing operations.

Year ended December 31, 2012

Assets and liabilities

   Americas  Europe  AMEA  Greater
China
  Central  Group 
   ($ million) 

Segment assets

   725    626    282    390    250    2,273  

Non-current assets classified as held for sale

   232    302                534  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   957    928    282    390    250    2,807  

Unallocated assets:

       

Non-current tax receivable

        24  

Deferred tax assets

        204  

Current tax receivable

        31  

Derivative financial instruments

        2  

Cash and cash equivalents

        195  
       

 

 

 

Total assets

        3,263  
       

 

 

 

Segment liabilities

   (403  (249  (58  (61  (690  (1,461

Liabilities classified as held for sale

   (61                  (61
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   (464  (249  (58  (61  (690  (1,522

Unallocated liabilities:

       

Current tax payable

        (54

Deferred tax liabilities

        (93

Loans and other borrowings

        (1,258

Derivative financial instruments

        (19
       

 

 

 

Total liabilities

        (2,946
       

 

 

 

Other segmental information

   Americas  Europe   AMEA  Greater
China
   Central  Group 
   ($ million) 

Capital expenditure (see below)

   25    19     6    7     76    133  

Non-cash items:

         

Depreciation and amortization*

   20    23     14    15     22    94  

Reversal of previously recorded impairment

   (23                    (23

Write-off of software

                     18    18  

Demerger liability released

                     (9  (9

Share-based payments cost

                     22    22  

Share of profit of associates and joint ventures

            (3           (3
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

*Included in the $94 million of depreciation and amortization is $31 million relating to administrative expenses and $63 million relating to cost of sales.

Reconciliation of capital expenditure

   Americas  Europe   AMEA   Greater
China
   Central   Group 
   ($ million) 

Capital expenditure per management reporting

   25    19     6     7     76     133  

Timing differences

   (1            2          1  
  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital expenditure per the Financial Statements

   24    19     6     9     76     134  
  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprising additions to:

           

Property, plant and equipment

   15    9     2     9     6     41  

Non-current assets classified as held for sale

   5                        5  

Intangible assets

   2    8     4          70     84  

Investments in associates and joint ventures

   2                        2  

Other financial assets

       2                    2  
  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   24    19     6     9     76     134  
  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segmental information

Year ended December 31, 2011

Revenue

   Americas   Europe   AMEA   Greater
China
   Central   Group 
   ($ million) 

Franchised

   502     86     19     2          609  

Managed

   124     118     151     77          470  

Owned and leased

   204     201     46     126          577  

Central

                       112     112  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   830     405     216     205     112     1,768  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segmental result

   Americas  Europe  AMEA  Greater
China
  Central  Group 
   ($ million) 

Franchised

   431    65    12    3        511  

Managed

   52    26    87    43        208  

Owned and leased

   17    49    5    37        108  

Regional and central

   (49  (36  (20  (16  (147  (268
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Reportable segments’ operating profit

   451    104    84    67    (147  559  

Exceptional operating items (Note 5)

   35    (39  26        35    57  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

   486    65    110    67    (112  616  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Group
($ million)

Reportable segments’ operating profit

559

Exceptional operating items (Note 5)

57

Operating profit

616

Net finance costs

(62

Profit before tax

554

Tax

(81

Profit for the year

473

All items above relate to continuing operations.

Year ended December 31, 2011

Assets and liabilities

   Americas  Europe  AMEA  Greater
China
  Central  Group 
   ($ million) 

Segment assets

   691    816    276    388    228    2,399  

Non-current assets classified as held for sale

   217                    217  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   908    816    276    388    228    2,616  

Unallocated assets:

       

Non-current tax receivable

        41  

Deferred tax assets

        106  

Current tax receivable

        20  

Derivative financial instruments

        3  

Cash and cash equivalents

        182  
       

 

 

 

Total assets

        2,968  
       

 

 

 

Segment liabilities

   (427  (247  (53  (54  (625  (1,406

Liabilities classified as held for sale

   (60                  (60
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   (487  (247  (53  (54  (625  (1,466

Unallocated liabilities:

       

Current tax payable

        (120

Deferred tax liabilities

        (97

Loans and other borrowings

        (691

Derivative financial instruments

        (39
       

 

 

 

Total liabilities

        (2,413
       

 

 

 

Other segmental information

   Americas  Europe   AMEA  Greater
China
   Central   Group 
   ($ million) 

Capital expenditure (see below)

   84    15     14    8     72     193  

Non-cash items:

          

Depreciation and amortization*

   23    24     16    16     20     99  

Impairment losses

       2     3              5  

Reversal of previously recorded impairment

   (25                     (25

Share-based payments cost

                     25     25  

Share of profit of associates and joint ventures

            (1            (1
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

*Included in the $99 million of depreciation and amortization is $30 million relating to administrative expenses and $69 million relating to cost of sales.

Reconciliation of capital expenditure

   Americas   Europe   AMEA   Greater
China
   Central   Group 
   ($ million) 

Capital expenditure per management reporting

   84     15     14     8     72     193  

Management contract acquired on disposal

   2                         2  

Timing differences

   2               2          4  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital expenditure per the Financial Statements

   88     15     14     10     72     199  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprising additions to:

            

Property, plant and equipment

   6     12     2     10     26     56  

Intangible assets

   30     3               46     79  

Investments in associates and joint ventures

   31          11               42  

Other financial assets

   21          1               22  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   88     15     14     10     72     199  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segmental information

Year ended December 31, 2010

Revenue

  Americas  Europe  AMEA  Greater
China
  Central  Group 
  ($ million) 

Franchised

  465    76    15    2        558  

Managed

  119    70    155    60        404  

Owned and leased

  223    180    43    116        562  

Central

                  104    104  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenue*

  807    326    213    178    104    1,628  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Revenue

                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Franchised  465   81   12      558 
Managed  119   130   155      404 
Owned and leased  223   203   136      562 
Central           104   104 
                     
Total revenue*
  807   414   303   104   1,628 
                     
Segmental result
                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Franchised  392   59   7      458 
Managed  21   62   73      156 
Owned and leased  13   40   35      88 
Regional and central  (57)  (36)  (26)  (139)  (258)
                     
Reportable segments’ operating profit  369   125   89   (139)  444 
Exceptional operating items (Note 5)  (8)  3   (2)     (7)
                     
Operating profit*
  361   128   87   (139)  437 
                     
             
  Continuing Discontinued Group
  ($ million)
 
Reportable segments’ operating profit  444      444 
Exceptional operating items  (7)     (7)
             
Operating profit
  437      437 
Net finance costs  (62)     (62)
             
Profit before tax  375      375 
Tax  (97)     (97)
             
Profit after tax  278      278 
Gain on disposal of assets, net of tax     2   2 
             
Profit for the year
  278   2   280 
             

  Americas  Europe  AMEA  Greater
China
  Central  Group 
  ($ million) 

Franchised

  392    55    8    3        458  

Managed

  21    17    88    30        156  

Owned and leased

  13    38    4    33        88  

Regional and central

  (57  (32  (18  (12  (139  (258
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Reportable segments’ operating profit

  369    78    82    54    (139  444  

Exceptional operating items (Note 5)

  (8  (5  6            (7
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit*

  361    73    88    54    (139  437  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   Continuing  Discontinued   Group 
   ($ million) 

Reportable segments’ operating profit

   444      —     444  

Exceptional operating items

   (7       (7
  

 

 

  

 

 

   

 

 

 

Operating profit

   437         437  

Net finance costs

   (62       (62
  

 

 

  

 

 

   

 

 

 

Profit before tax

   375         375  

Tax

   (97       (97
  

 

 

  

 

 

   

 

 

 

Profit after tax

   278         278  

Gain on disposal of discontinued operations, net of tax

       2     2  
  

 

 

  

 

 

   

 

 

 

Profit for the year

   278    2     280  
  

 

 

  

 

 

   

 

 

 

*Relates to continuing operations.


F-24


Year ended December 31, 2010

Assets and liabilities

                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Segment assets  891   856   665   194   2,606 
                     
Unallocated assets:                    
Deferred tax assets                  88 
Current tax receivable                  13 
Cash and cash equivalents                  78 
                     
Total assets
                  2,785 
                     
Segment liabilities  (474)  (290)  (86)  (568)  (1,418)
                     
Unallocated liabilities:                    
Current tax payable                  (167)
Deferred tax liabilities                  (84)
Loans and other borrowings                  (794)
Derivatives                  (44)
                     
Total liabilities
                  (2,507)
                     
Other segmental information
                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Capital expenditure (see below)  37   8   12   40   97 
Non-cash items:                    
Onerous management contracts     3         3 
Litigation  22            22 
Depreciation and amortization(i)
  33   25   30   20   108 
Impairment losses  7            7 
Share-based payments cost           32   32 
                     

   Americas   Europe   AMEA   Greater
China
   Central   Group 
   ($ million) 

Capital expenditure

   37     8     6     6     40     97  

Non-cash items:

            

Depreciation and amortization*

   33     24     15     16     20     108  

Impairment losses

   7                         7  

Share-based payments cost

       —         —         —         —         32         32  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(i)*Included in the $108 million of depreciation and amortization is $31 million relating to administrative expenses and $77 million relating to cost of sales.

Reconciliation of capital expenditure

                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Capital expenditure per management reporting
  37   8   12   40   97 
Management contract acquired on disposal  5            5 
Timing differences     (1)  (4)     (5)
                     
Capital expenditure per the financial statements
  42   7   8   40   97 
                     
Comprising additions to:                    
Property, plant and equipment  27   6   3   23   59 
Intangible assets  11   1   5   17   34 
Other financial assets  4            4 
                     
   42   7   8   40   97 
                     


F-25


Segmental Information
Year ended December 31, 2009
Revenue
                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Franchised  437   83   11      531 
Managed  110   119   105      334 
Owned and leased  225   195   129      549 
Central           124   124 
                     
Total revenue*
  772   397   245   124   1,538 
                     
Segmental result
                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Franchised  364   60   5      429 
Managed  (40)  65   44      69 
Owned and leased  11   33   30      74 
Regional and central  (47)  (31)  (27)  (104)  (209)
                     
Reportable segments’ operating profit  288   127   52   (104)  363 
Exceptional operating items (Note 5)  (301)  (22)  (7)  (43)  (373)
                     
Operating loss*
  (13)  105   45   (147)  (10)
                     
             
  Continuing Discontinued Group
  ($ million)
 
Reportable segments’ operating profit  363      363 
Exceptional operating items  (373)     (373)
             
Operating loss
  (10)     (10)
Net finance costs  (54)     (54)
             
Loss before tax  (64)     (64)
Tax  272      272 
             
Profit after tax  208      208 
Gain on disposal of assets, net of tax     6   6 
             
Profit for the year
  208   6   214 
             
*Relates to continuing operations.


F-26


Year ended December 31, 2009
Assets and liabilities
                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Segment assets  970   926   631   196   2,723 
                     
Unallocated assets:                    
Deferred tax assets                  95 
Current tax receivable                  35 
Cash and cash equivalents                  40 
                     
Total assets
                  2,893 
                     
Segment liabilities  (417)  (236)  (63)  (567)  (1,283)
                     
Unallocated liabilities:                    
Current tax payable                  (194)
Deferred tax liabilities                  (118)
Loans and other borrowings                  (1,122)
Derivatives                  (20)
                     
Total liabilities
                  (2,737)
                     
Other segmental information
                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Capital expenditure (see below)  80   5   14   37   136 
Non-cash items:                    
Onerous management contracts  91            91 
Depreciation and amortization(i)
  33   29   28   19   109 
Impairment losses  189   8         197 
Share-based payments costs           22   22 
                     
(i)Included in the $109 million of depreciation and amortization is $29 million relating to administrative expenses and $80 million relating to cost of sales.
Reconciliation of capital expenditure
                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Capital expenditure per management reporting
  80   5   14   37   136 
Timing differences  (45)  1   1      (43)
                     
Capital expenditure per the financial statements
  35   6   15   37   93 
                     
Comprising additions to:                    
Property, plant and equipment  29   6   9   13   57 
Intangible assets  6      3   24   33 
Investment in associates        3      3 
                     
   35   6   15   37   93 
                     


F-27


Segmental Information
Year ended December 31, 2008
Revenue
                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Franchised  495   110   18      623 
Managed  168   168   113      449 
Owned and leased  300   240   159      699 
Central           126   126 
                     
Total revenue*
  963   518   290   126   1,897 
                     
Segmental result
                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Franchised  426   75   8      509 
Managed  51   95   55      201 
Owned and leased  55   45   43      143 
Regional and central  (67)  (44)  (38)  (155)  (304)
                     
Reportable segments’ operating profit  465   171   68   (155)  549 
Exceptional operating items (Note 5)  (99)  (21)  (2)  (10)  (132)
                     
Operating profit*
  366   150   66   (165)  417 
                     
             
  Continuing Discontinued Group
  ($ million)
 
Reportable segments’ operating profit  549      549 
Exceptional operating items  (132)     (132)
             
Operating profit
  417      417 
Net finance costs  (101)     (101)
             
Profit before tax  316      316 
Tax  (59)     (59)
             
Profit after tax  257      257 
Gain on disposal of assets, net of tax     5   5 
             
Profit for the year
  257   5   262 
             
*Relates to continuing operations.


F-28


Year ended December 31, 2008
Other segmental information
                     
      Asia
    
  Americas EMEA Pacific Central Group
  ($ million)
 
Capital expenditure (see below)  51   5   13   74   143 
Non-cash items:                    
Depreciation and amortization(i)
  31   35   26   20   112 
Impairment losses  75   21         96 
Share-based payments costs           47   47 
                     
(i)Included in the $112 million of depreciation and amortization is $32 million relating to administrative expenses and $80 million relating to cost of sales.
Geographical information
             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Revenue:            
United Kingdom  130   125   173 
United States  706   678   819 
Rest of World  792   735   905 
             
Total revenue per Consolidated income statement  1,628   1,538   1,897 
             

   Year ended December 31, 
   2012   2011   2010 
   ($ million) 

Revenue:

      

United Kingdom

   152     139     130  

United States

   769     740     706  

People’s Republic of China (including Hong Kong)

   238     210     182  

Rest of World

   676     679     610  
  

 

 

   

 

 

   

 

 

 
   1,835     1,768     1,628  
  

 

 

   

 

 

   

 

 

 

For the purposes of the above table, hotel revenue is determined according to the location of the hotel and other revenue is attributed to the country of origin. In addition to the United Kingdom, revenue relating to an individual country is separately disclosed when it represents 10% or more of total revenue.

         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Non-current assets:        
United Kingdom  366   389 
United States  726   805 
France  344   376 
People’s Republic of China (including Hong Kong)  335   354 
Rest of World  320   313 
         
Total  2,091   2,237 
         

   At
December 31,
2012
   At
December 31,
2011
 
   ($ million) 

Non-current assets:

    

United Kingdom

   78     361  

United States

   590     559  

France

   329     328  

People’s Republic of China (including Hong Kong)

   333     331  

Rest of World

   257     270  
  

 

 

   

 

 

 
   1,587     1,849  
  

 

 

   

 

 

 

For the purposes of the above table, non-current assets comprise property, plant and equipment, goodwill, intangible assets and investments in associates.associates and joint ventures. Non-current assets relating to an individual country are separately disclosed when they represent 10% or more of total non-current assets, as defined above.


F-29


Note 3 — Staff costs and Directors’ emoluments

Note 3 —Staff costs and Directors’ emoluments
With regards to this note,pages F-30 toF-35 andF-44 F-45 toF-48 F-49 are audited. Pagesaudited, pages F-36 toF-43 F-44 are unaudited.

Staff

             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Costs:            
Wages and salaries  535   441   549 
Social security costs  34   45   55 
Pension and other post-retirement benefits:            
Defined benefit plans  9   12   8 
Defined contribution plans  19   26   30 
             
   597   524   642 
             

   Year ended December 31, 
   2012   2011   2010 
   ($ million) 

Costs:

      

Wages and salaries

   547     550     535  

Social security costs

   44     43     34  

Pension and other post-retirement benefits:

      

Defined benefit plans* (see F-31)

   4     8     9  

Defined contribution plans

   22     22     19  
  

 

 

   

 

 

   

 

 

 
   617     623     597  
  

 

 

   

 

 

   

 

 

 

*Before exceptional items (see page F-31).

Average number of employees, including part-time employees:

             
  Year ended December 31,
  2010 2009 2008
  (Number)
 
Americas  3,309   3,229   3,384 
EMEA  1,795   1,712   1,824 
Asia Pacific  1,517   1,410   1,470 
Central  1,237   1,205   1,271 
             
   7,858   7,556   7,949 
             

   Year ended December 31, 
   2012   2011   2010 

Americas

   2,552     2,895     3,309  

Europe

   1,866     1,574     1,206  

Asia, Middle East and Africa

   1,195     1,195     1,142  

Greater China

   1,051     1,000     964  

Central

   1,317     1,292     1,237  
  

 

 

   

 

 

   

 

 

 
   7,981     7,956     7,858  
  

 

 

   

 

 

   

 

 

 

The costs of the above employees are borne by IHG. In addition, the Group employs 4,489 (2009 4,561, 2008 4,353)5,018 (2011 4,462, 2010 4,489) people who work in managed hotels or directly on behalf of the System Fund and whose costs of $282$353 million (2009 $267(2011 $307 million, 2008 $2722010 $282 million) are borne by those hotels or by the Fund.

Retirement benefits

Retirement and death in service benefits are provided for eligible Group employees in the United Kingdom principally by the InterContinental Hotels UK Pension Plan. The plan, which is funded and HM Revenue & Customs registered, covers approximately 500 (2009 460, 2008 460)598 (2011 545, 2010 500) employees, of which 140 (2009 150, 2008 170)119 (2011 125, 2010 140) are in the defined benefit section which provides pensions based on final salaries and 360 (2009 310, 2008 290)479 (2011 420, 2010 360) are in the defined contribution section. The defined benefit section of the plan closed to new entrants duringin 2002 and will close to future accrual for current members with neweffect from July 1, 2013. New members are provided with defined contribution arrangements.arrangements as will be members of the defined benefit section in July 2013. The assets of the plan are held in self-administered trust funds separate from the Group’s assets. In addition, there are unfunded UK pension arrangements for certain members affected by the lifetime allowance.or annual allowances which will also close to future accrual from July 1, 2013. The Group also maintains the following US-based defined benefit plans; the funded InterContinental Hotels Pension Plan, unfunded InterContinental Hotels non-qualified pension plans and post-employment benefits schemes. These plans are now closed to new members. The Group also operates a number of minorsmaller pension schemes outside the United Kingdom, the most significant of which is a defined contribution scheme in the United States; there is no material difference between the pension costs of, and contributions to, these schemes.


F-30


In respect of the defined benefit plans, the amounts recognized in the Consolidated income statement, in administrative expenses, are:
                                                 
      Post-
  
  Pension plans employment
  
  UK US and other benefits Total
  2010 2009 2008 2010 2009 2008 2010 2009 2008 2010 2009 2008
  ($ million)
 
Current service costs  6   7   9   1   1   1            7   8   10 
Interest cost on benefit obligation  25   22   30   11   10   10   1   1   1   37   33   41 
Expected return on plan assets  (25)  (21)  (32)  (10)  (8)  (11)           (35)  (29)  (43)
                                                 
Operating profit before exceptional items  6   8   7   2   3      1   1   1   9   12   8 
Exceptional items     11                           11    
                                                 
   6   19   7   2   3      1   1   1   9   23   8 
                                                 
On January 23, 2009, approval was given for the payment of enhanced pension transfers to those deferred members

  Pension plans  Post-employment
benefits
  Total 
  UK  US and other   
  2012  2011  2010  2012  2011  2010  2012  2011  2010  2012  2011  2010 
  ($ million) 

Current service costs

       5    6    6        1    1    1        —            6    7    7  

Interest cost on benefit obligation

  25    28    25    9        10        11    1         1    1    35    39        37  

Expected return on plan assets

  (28  (29  (25  (9  (9  (10              (37  (38  (35
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit before exceptional items

  2          5        6    1    2    2    1    1    1    4    8    9  

Exceptional items — curtailment gain

      (28                                  (28    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  2    (23  6    1    2    2 ��  1    1    1    4    (20  9  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The curtailment gain in 2011 arose in respect of the InterContinental Hotels UK Pension Plan who had accepted an offerpension plan and from the decision to receiveclose the enhancement either as a cash lump sum or as an additional transfer valuedefined benefit section to an alternative pension provider.future accrual with effect from July 1, 2013. The payments, comprising lump sum amounts of £5.9 million and additional contributions of £4.3 million,plan rules were made by the Groupformally amended to reflect this change in the first quarter of 2009. The transfer values subsequently paid by the plan were £45 million and the corresponding IAS19 liability extinguished was £38 million. The settlement loss arising of £7 million (being the $11 million exceptional item above), together with the lump sum payment and costs of arrangement, was charged to the Consolidated income statement as an exceptional item in 2009 (see Note 5).

September 2011.

The amounts recognized in the Consolidated statement of comprehensive income are:

                                                 
      Post-
  
  Pension plans employment
  
  UK US and other benefits Total
  2010 2009 2008 2010 2009 2008 2010 2009 2008 2010 2009 2008
  ($ million)
 
Actual return on plan assets  46   7   (25)  13   22   (27)           59   29   (52)
Less: expected return on plan assets  (25)  (21)  (32)  (10)  (8)  (11)           (35)  (29)  (43)
                                                 
   21   (14)  (57)  3   14   (38)           24      (95)
Other actuarial (losses)/gains  (49)  (44)  55   (13)  (13)  3   (7)  (1)  1   (69)  (58)  59 
                                                 
Total actuarial (losses)/gains  (28)  (58)  (2)  (10)  1   (35)  (7)  (1)  1   (45)  (58)  (36)
Change in asset restriction and liability in respect of funding commitments*  (48)  21   (14)                    (48)  21   (14)
                                                 
   (76)  (37)  (16)  (10)  1   (35)  (7)  (1)  1   (93)  (37)  (50)
                                                 

  Pension plans  Post-employment
benefits
  Total 
  UK  US and other   
  2012  2011  2010  2012  2011  2010  2012  2011  2010  2012  2011  2010 
  ($ million) 

Actual return on plan assets

       34    53        46        18        4        13                52    57        59  

Less: expected return on plan assets

  (28  (29  (25  (9  (9  (10           —        (37  (38  (35
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Actuarial gains/(losses) on plan assets

  6    24    21    9    (5  3                15    19    24  

Actuarial (losses)/gains on plan liabilities

  (3  (22  (49  (16  (26  (13  5    (3  (7  (14  (51  (69
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total actuarial gains/(losses)

  3          2    (28  (7  (31  (10  5    (3  (7  1    (32  (45

Change in asset restriction and liability in respect of funding commitments*

  (25  (11  (48      —                    —        —        (25  (11  (48
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  (22  (9  (76  (7  (31  (10  5    (3  (7  (24  (43  (93
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

*Relates to tax that would be deducted at source in respect of a refund of the surplus taking into account amounts payable under funding commitments.

The assets and liabilities of the schemes and the amounts recognized in the Consolidated statement of financial position are:

  Pension plans  Post-
employment
benefits
  Total 
  UK  US and other   
   2012  2011  2012  2011  2012  2011  2012  2011 
  ($ million) 

Retirement benefit assets

                        

Fair value of plan assets

  695        551        17    16            712    567  

Present value of benefit obligations

  (507  (471  (15  (12          (522  (483
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Surplus in schemes

  188    80    2    4            190    84  

Asset restriction and liability in respect of funding commitments*

  (91  (63                  (91  (63
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total retirement benefit assets

  97    17    2    4            99    21  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Retirement benefit obligations

                        

Fair value of plan assets

          132    117            132    117  

Present value of benefit obligations

  (62  (54  (232  (221  (25  (30  (319  (305
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total retirement benefit obligations

  (62  (54  (100  (104  (25  (30  (187  (188
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total fair value of plan assets

  695    551    149        133        —        —    844        684  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total present value of benefit obligations

  (569  (525  (247  (233  (25  (30  (841  (788
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

*Relates to tax that would be deducted at source in respect of a refund of the surplus taking into account amounts payable under funding commitments.


F-31


The assets and liabilities of the schemes and the amounts recognized in the Consolidated statement of financial position are:
                                 
      Post-
  
  Pension plans employment
  
  UK US and other benefits Total
  2010 2009 2010 2009 2010 2009 2010 2009
  ($ million)
 
Retirement benefit assets
                                
Fair value of plan assets     426   16   16         16   442 
Present value of benefit obligations     (414)  (11)  (12)        (11)  (426)
                                 
Surplus in schemes     12   5   4         5   16 
Asset restriction*     (4)                 (4)
                                 
Total retirement benefit assets     8   5   4         5   12 
                                 
Retirement benefit obligations
                                
Fair value of plan assets  475      114   110         589   110 
Present value of benefit obligations  (512)  (47)  (198)  (185)  (27)  (20)  (737)  (252)
                                 
Deficit in schemes  (37)  (47)  (84)  (75)  (27)  (20)  (148)  (142)
Asset restriction and liability in respect of funding commitments*  (52)                 (52)   
                                 
Total retirement benefit obligations  (89)  (47)  (84)  (75)  (27)  (20)  (200)  (142)
                                 
Total fair value of plan assets  475   426   130   126         605   552 
                                 
Total present value of benefit obligations  (512)  (461)  (209)  (197)  (27)  (20)  (748)  (678)
                                 
*Relates to tax that would be deducted at source in respect of a refund of the surplus taking into account amounts payable under funding commitments.
The “US and other” surplus of $5$2 million (2009(2011 $4 million) relates to a defined benefit pension scheme in Hong Kong. Included within the “US and other” deficit is $2 million (2009(2011 $1 million) relating to a defined benefit pension plan in the Netherlands.

Assumptions

The principal financial assumptions used by the actuaries to determine the benefit obligation are:

                                     
  Pension plans Post-employment
  UK US benefits
  2010 2009 2008 2010 2009 2008 2010 2009 2008
  (%)
 
Wages and salaries increases  5.0   5.1   4.5            4.0   4.0   4.0 
Pensions increases  3.5   3.6   3.0                   
Discount rate  5.3   5.7   5.6   5.2   5.7   6.2   5.2   5.7   6.2 
Inflation rate  3.5   3.6   3.0                   
Healthcare cost trend rate assumed for next year                             9.0   9.5 
-Pre 65 (ultimate rate reached in 2021)                          10.0       
-Post 65 (ultimate rate reached in 2023)                          14.0       
Ultimate rate that the cost trend rate trends to                          5.0   5.0   5.0 
                                     

  Pension plans  Post-employment
benefits
 
  UK  US  
  2012  2011  2010  2012  2011  2010  2012  2011  2010 
  (%) 

Wages and salaries increases

  4.5    4.6    5.0                4.0    4.0    4.0  

Pensions increases

  3.0    3.1    3.5                          

Discount rate

  4.5    4.7    5.3        3.5        4.1        5.2    3.5        4.1        5.2  

Inflation rate

      3.0        3.1        3.5                          

Healthcare cost trend rate assumed for next year:

         

-Pre 65 (ultimate rate reached in 2021)

        9.0    9.5    10.0  

-Post 65 (ultimate rate reached in 2024)

            11.8        12.8    14.0  

Ultimate rate that the cost trend rate trends to

        5.0    5.0    5.0  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Mortality is the most significant demographic assumption. The current assumptions for the UK plansplan are based on the S1NA tables with long cohort projections and a one percent1.25% per annum underpin to future mortality improvements with age rated down by 1.75 years for pensioners and 1.5 years for non-pensioners. In the United States, the current assumptions are based on the RP-2000 IRS PPA@ 20112013 Non-Annuitant/Annuitant healthy tables for males and females.


F-32


In both territories, the assumptions have been revised during the year to reflect increasedAccordingly, assumed life expectancy at retirement age as follows:
                         
  Pension plans
  UK US
  2010 2009 2008 2010 2009 2008
  (Years)
 
Current pensioners at 65 — male(i)
  24   23   23   19   18   18 
Current pensioners at 65 — female(i)
  27   26   26   21   21   20 
Future pensioners at 65 — male(ii)
  26   24   24   21   18   18 
Future pensioners at 65 — female(ii)
  29   27   27   22   21   20 
                         

   Pension plans 
   UK   US 
   2012   2011   2012   2011 
   (Years) 

Current pensioners at 65 — male(i)

       24         24         19         19  

Current pensioners at 65 — female(i)

   27     27     21     21  

Future pensioners at 65 — male(ii)

   27     26     21     21  

Future pensioners at 65 — female(ii)

   30     29     22     22  
  

 

 

   

 

 

   

 

 

   

 

 

 

(i)Relates to assumptions based on longevity (in years) following retirement at the end of the reporting period.

(ii)Relates to assumptions based on longevity (in years) relating to an employee retiring in 2030.2032.

The assumptions allow for expected increases in longevity.

Sensitivities

The value of plan assets is sensitive to market conditions, particularly equity values.

Changes in assumptions used for determining retirement benefit costs and obligations may have a material impact on the income statement and the consolidated statement of financial position. The main assumptions are the discount rate, the rate of inflation and the assumed mortality rate. The following table provides an estimate of the potential impact of each of these variables on the principal pension plans.

                 
  UK US
  Higher/
 Increase/
 Higher/
 Increase/
  (lower)
 (decrease)
 (lower)
 (decrease)
  pension cost in liabilities pension cost in liabilities
  ($ million)
 
Discount rate — 0.25% decrease  0.6   25.8      5.9 
Discount rate — 0.25% increase  (0.6)  (25.8)     (5.6)
Inflation rate — 0.25% increase  1.6   24.8       
Inflation rate — 0.25% decrease  (1.6)  (24.8)      
Mortality rate — one year increase  0.8   9.9      7.6 
                 

   UK  US 
   Higher/
(lower)
pension cost
  Increase/
(decrease)
in liabilities
  Higher/
(lower)
pension cost
  Increase/
(decrease)
in liabilities
 
   ($ million) 

Discount rate — 0.25% decrease

       1.4        20.7        0.2        7.2  

Discount rate — 0.25% increase

   (1.0  (19.1  (0.2  (6.8

Inflation rate — 0.25% increase

   1.1    17.9          

Inflation rate — 0.25% decrease

   (0.6  (15.8        

Mortality rate — one year increase

   0.5    8.2    0.3    10.1  
  

 

 

  

 

 

  

 

 

  

 

 

 

A one percentage point increase/(decrease) in assumed healthcare costs trend rate would increase/(decrease) the accumulated post-employment benefit obligations as of December 31, 2010,2012 by approximately $2.4 million (2011 $2.8 million, 2010 $2.5 million (2009 $1.6 million, 2008 $1.7 million).


F-33


   Pension plans  Post-
employment
benefits
       
   UK  US and other   Total 
Movement in benefit obligation  2012  2011  2012  2011  2012  2011  2012  2011 
   ($ million) 

Benefit obligation at January 1,

   525        512    233        209        30        27    788        748  

Current service cost

   5    6    1    1            6    7  

Members’ contributions

   1    1                    1    1  

Interest expense

   25    28    9    10    1    1    35    39  

Benefits paid

   (14  (13  (12  (13  (1  (1  (27  (27

Curtailment gain

       (28                      (28

Actuarial loss/(gain) arising in the year

   3    22    16    26    (5  3    14    51  

Exchange adjustments

   24    (3                  24    (3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Benefit obligation at December 31,

   569    525    247    233    25    30    841    788  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprising:

         

Funded plans

   507    471    193    181            700    652  

Unfunded plans

   62    54    54    52    25    30    141    136  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   569    525    247    233    25    30    841    788  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  Pension plans  Post-
employment
benefits
       
  UK  US and other   Total 
Movement in plan assets 2012  2011  2012  2011  2012  2011  2012  2011 
  ($ million) 

Fair value of plan assets at January 1,

      551        475        133        130          —            684        605  

Company contributions

  97    40    10    11    1            1    108    52  

Members’ contributions

  1    1                    1    1  

Benefits paid

  (14  (13  (12  (13  (1  (1  (27  (27

Expected return on plan assets

  28    29    9    9            37    38  

Actuarial gain/(loss) arising in the year

  6    24    9    (5          15    19  

Exchange adjustments

  26    (5      1            26    (4
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Fair value of plan assets at December 31,

  695    551    149    133            844    684  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The plan assets are comprised as follows:

                                 
      Post-
  
  Pension plans employment
  
  UK US and other benefits Total
Movement in benefit obligation
 2010 2009 2010 2009 2010 2009 2010 2009
  ($ million)
 
Benefit obligation at January 1,  461   411   197   185   20   19   678   615 
Current service cost  6   7   1   1         7   8 
Members’ contributions  1   1               1   1 
Interest expense  25   22   11   10   1   1   37   33 
Benefits paid  (12)  (12)  (13)  (13)  (1)  (1)  (26)  (26)
Enhanced pension transfer     (59)                 (59)
Actuarial loss/(gain) arising in the year  49   44   13   13   7   1   69   58 
Exchange adjustments  (18)  47      1         (18)  48 
                                 
Benefit obligation at December 31,  512   461   209   197   27   20   748   678 
                                 
Comprising:                                
Funded plans  457   414   161   151         618   565 
Unfunded plans  55   47   48   46   27   20   130   113 
                                 
   512   461   209   197   27   20   748   678 
                                 
                                 
      Post-
  
  Pension plans employment
  
  UK US and other benefits Total
Movement in plan assets
 2010 2009 2010 2009 2010 2009 2010 2009
  ($ million)
 
Fair value of plan assets at January 1,  426   437   126   112         552   549 
Company contributions  31   16   4   4   1   1   36   21 
Members’ contributions  1   1               1   1 
Benefits paid  (12)  (12)  (13)  (13)  (1)  (1)  (26)  (26)
Enhanced pension transfer     (70)                 (70)
Expected return on plan assets  25   21   10   8         35   29 
Actuarial (loss)/gain arising in the year  21   (14)  3   14         24    
Exchange adjustments  (17)  47      1         (17)  48 
                                 
Fair value of plan assets at December 31,  475   426   130   126         605   552 
                                 
Funding commitments
The most recent actuarial valuation of the InterContinental Hotels UK Pension Plan was carried out as at March 31, 2009 and showed a deficit of £129 million on a funding basis. Under the recovery plan agreed with the trustees, the Group aims to eliminate this deficit by March 2017 through additional Company contributions of up to £100 million and projected investment returns. The agreed additional contributions comprise three annual payments of £10 million; £10 million was paid in August 2010 and two further payments of £10 million are due on or before July 31, 2011 and 2012, together with further payments related to the disposal of hotels (7.5% of net sales proceeds) and growth in the Group’s EBITDA above specified targets. If required in 2017, atop-up payment will be made to bring the total additional contributions up to £100 million. The Plan is formally valued every three years and future valuations could lead to changes in the amounts payable beyond March 2012.
Company contributions are expected to be $41 million in 2011, including known UK additional contributions of £14 million with further amounts payable if there are any hotel disposals.

   2012   2011 
   Value       Value     
   ($ million)   (%)   ($ million)   (%) 

UK pension plans

        

Liability matching investment funds

   243     35         290         53  

Bonds

   232     33     74     13  

Equities

   62     9     93     17  

Hedge funds

   31     5     56     10  

Cash and other

   127     18     38     7  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total market value of assets

   695     100     551     100  
  

 

 

   

 

 

   

 

 

   

 

 

 

US pension plans

        

Equities

   60     48     58     53  

Fixed income

   60     48     52     47  

Other

   4     4            
  

 

 

   

 

 

   

 

 

   

 

 

 

Total market value of assets

   124     100     110     100  
  

 

 

   

 

 

   

 

 

   

 

 

 

F-34


The combined assets of the principal plans and expected rate of return are:
                         
  2010 2009 2008
  Long-term
   Long-term
   Long-term
  
  rate of
   rate of
   rate of
  
  return
   return
   return
  
  expected Value expected Value expected Value
  (%) ($ million) (%) ($ million) (%) ($ million)
 
UK pension plans
                        
Liability matching investment funds  4.5   185   4.8   196   3.9   192 
Equities  8.9   105   9.2   77   7.9   87 
Bonds  4.5   95   4.8   64   3.9   114 
Hedge funds  8.9   61   9.2   17   7.9   26 
Cash  4.5   10   4.8   55   3.9   4 
Other  8.9   19   9.2   17   7.9   14 
                         
Total market value of assets
      475       426       437 
                         
US pension plans
                        
Equities  8.9   65   9.5   63   9.5   55 
Fixed income  5.5   44   5.5   42   5.5   37 
                         
Total market value of assets
      109       105       92 
                         
The expected overall rates of return on assets, being 5.9% (2009 6.2%4.2% (2011 4.8%, 2008 5.5%2010 5.9%) for the UK plansplan and 7.5% (2009 8.0%6.8% (2011 7.3%, 2008 8.0%2010 7.5%) for the US plans, have been determined following advice from the plans’ independent actuaries and are based on the expected return on each asset class together with consideration of the long-termplans’ asset strategy.
In respect of the UK plan, the long-term rate of return assumptions are 3.5% (2011 3.3%, 2010 4.5%) for liability matching funds and bonds and 6.4% (2011 7.4%, 2010 8.9%) for equities and other return seeking assets. The UK plan is currently implementing a de-risking strategy which is resulting in a move out of return seeking assets into liability matching funds and bonds.

Funding commitments

The most recent actuarial valuation of the InterContinental Hotels UK Pension Plan was carried out as at March 31, 2012 and showed a deficit of £132 million on a funding basis. Under the recovery plan agreed with the trustees, the Group aims to eliminate this deficit by July 31, 2014 principally through additional Company contributions of £130 million. In respect of these additional Company contributions, £10 million was paid in July 2012, £45 million was paid in October 2012, £30 million is due for payment in July 2013, £15 million is due for payment in July 2014 and £30 million will be paid into a funding trust on release of a trustee charge over a hotel asset. The amount in the funding trust may be available for release to the plan on July 31, 2014 to the extent that a funding deficit remains at that time. The plan is formally valued every three years, or earlier with the agreement of the Company and trustees, and future valuations could lead to changes in the amounts payable by the Company.

Company contributions are expected to be $62 million in 2013, including known UK additional contributions of £30 million.

History of experience gains and losses

                     
UK pension plans
 2010 2009 2008 2007 2006
  ($ million)
 
Fair value of plan assets  475   426   437   611   527 
Present value of benefit obligations  (512)  (461)  (411)  (597)  (585)
                     
(Deficit)/surplus in the plans  (37)  (35)  26   14   (58)
                     
Experience adjustments arising on plan liabilities  (49)  (44)  55   31   (22)
                     
Experience adjustments arising on plan assets  21   (14)  (57)  (6)  13 
                     
                     
US and other pension plans
 2010 2009 2008 2007 2006
  ($ million)
 
Fair value of plan assets  130   126   112   144   111 
Present value of benefit obligations  (209)  (197)  (185)  (184)  (175)
                     
Deficit in the plans  (79)  (71)  (73)  (40)  (64)
                     
Experience adjustments arising on plan liabilities  (13)  (13)  3       
                     
Experience adjustments arising on plan assets  (3)  14   (38)     4 
                     
                     
US post-employment benefits
 2010 2009 2008 2007 2006
  ($ million)
 
Present value of benefit obligations  (27)  (20)  (19)  (20)  (19)
                     
Experience adjustments arising on plan liabilities  (7)  (1)  1      1 
                     


F-35


UK pension plans

  2012  2011  2010  2009  2008 
   ($ million) 

Fair value of plan assets

       695        551        475        426        437  

Present value of benefit obligations

   (569  (525  (512  (461  (411
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Surplus/(deficit) in the plans

   126    26    (37  (35  26  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Experience adjustments arising on plan liabilities

   (3  (22  (49  (44  55  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Experience adjustments arising on plan assets

   6    24    21    (14  (57
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

US and other pension plans

  2012  2011  2010  2009  2008 
   ($ million) 

Fair value of plan assets

   149    133    130    126    112  

Present value of benefit obligations

   (247  (233  (209  (197  (185
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Deficit in the plans

   (98  (100  (79  (71  (73
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Experience adjustments arising on plan liabilities

   (16  (26  (13  (13  3  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Experience adjustments arising on plan assets

   9    (5  3    14    (38
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

US post-employment benefits

  2012  2011  2010  2009  2008 
   ($ million) 

Present value of benefit obligations

   (25  (30  (27  (20  (19
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Experience adjustments arising on plan liabilities

   5    (3  (7  (1  1  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The cumulative amount of net actuarial losses recognized since January 1, 2004 in the Consolidated statement of comprehensive income is $253$284 million (2009 $208(2011 $285 million, 2008 $1502010 $253 million). The Group is unable to determine how much of the pension scheme deficit recognized on transition to IFRS of $298 million and taken directly to total equity is attributable to actuarial gains and losses since inception of the schemes. Therefore, the Group is unable to determine the amount of actuarial gains and losses that would have been recognized in the Consolidated statement of comprehensive income before January 1, 2004.

Unaudited information on Directors’ emoluments

PolicyKey remuneration principles

IHG’s executive remuneration principles are designed to drive delivery of strategic objectives by:

attracting and retaining high-quality executives in an environment where compensation is based on global market practice;

aligning rewards for executives with the achievement of business performance targets, strategic objectives and returns to shareholders;

supporting equitable treatment between members of the same executive team; and

facilitating global assignments and relocations.

Remuneration policy summary

IHG’s remuneration of Executive Directors andstructure for senior executives

Remuneration policy and structure
IHG’s overall remuneration is intended to:
• attract and retain high-quality executives in an environment where compensation is based on global market practice;
• drive aligned focus of the senior executive team and reward the achievement of strategic objectives;
• align rewards of executives with returns to shareholders;
• support equitable treatment between members of the same executive team; and
• facilitate global assignments and relocation.
places a strong emphasis on performance-related reward. The Remuneration Committee believes that it is important to reward management, including the Executive Directors, for targets achieved, provided those targets are stretchingstretching.

Business strategy is the driver of our reward structure. The business strategy is explained on page 16.

Individual reward elements for all Executive Directors and aligned with shareholders’ interests.

IHG’s remuneration structure for senior executives places a strong emphasis on performance-related reward. The individual elementsExecutive Committee members are designed to provide the appropriate balance between fixed remuneration and variable ‘‘“at risk” reward, linked to both the performance of the Group and the achievements of the individual. Approximately two-thirds

The following table shows a summary of variable reward is delivered in the form of shares, to enhance alignment with shareholders.

In reaching its decisions, the Remuneration Committee takes into account a number of factors, including the relationship between remuneration and risk, strategic direction and affordability. Performance-related measures are chosen to ensure a strong link between reward and underlying financial and operational performance.
Summarized below are the individual elements of remuneration provided to the Executive Directors and other Executive Committee members, includingDirectors. The Annual Performance Plan (“APP”) replaces the purpose of each element. For variable incentive plans, the plan measures and link to Group strategic objectives are also included.


F-36

Annual Bonus Plan (“ABP”) for senior executives from 2013.


Fixed
remuneration

  

Variable remuneration

   
Element

Salary

Pension

Benefits

  Maximum valueAnnual Performance Plan formerly Annual Bonus Plan  
Purpose
Measures and link to strategic objectives
Base Salary (cash)n/a• Recognizes the market value of the role and the individual’s skill, performance and experiencen/a
Annual Bonus (one-half

50% cash and one-half50% shares deferred shares)

200% of base salary(1)
• Drivesfor three years.

Linked to individual and rewards annual company achievement using

performance of individualsmeasures relating to IHG’s strategy.

Prior to 2013, linked to individual and teams against both financial and non-financial metrics

• Aligns individual employee objectives with those of the Group
• Aligns short-term annualcompany achievement using performance with long-term returns to shareholders
Group earningsmeasures relating to:

— Individual performance rating

— Earning before interest and tax (“EBIT”)
Provides focus on earnings growth, driven by core operating inputs, namely rooms growth, RevPAR, royalty fees and profit margins

Individual Overall Performance Rating (“OPR”)
Provides focus on key performance objectives (“KPOs”) and leadership competencies relative to the individual role. KPOs are linked to strategic priorities, notably:

.

Measured over one year.

  Financial Returns — deliver budget and growth targets (EBIT, system size, margin, overheads)

Our People — employee engagement survey results

Guest Experience — deliver brand performance targets (guest satisfaction, market share)

Responsible Business — continue hotel roll-out and adoption of Green Engage sustainability management system
Long Term Incentive Plan (shares)(“LTIP”)  205% of base salary(2)• Drives and rewards delivery of sustained long-term

Share awards vest after three years if performance on measures thatconditions are aligned with the interests of shareholders

Total shareholder return (“TSR”) growthmet:

— 25% relative to Dow Jones World Hotels index
Aligned with our Vision to become one of the world’s great companies by creating Great Hotels Guests Love

Net Rooms growthnet rooms growth;

— 25% relative to major competitors(3)

Aligned with “Where we compete”, supporting our business model, segment and market strategies to grow system size

Like-for-like revenue per available room (“RevPAR”) growthgrowth; and

— 50% relative total shareholder return (“TSR”) relative to major competitors(3)

Aligned with ‘‘How we win’’, reflecting the power of our brands, scale and experience, and engaged workforce

Pension and benefits (varied)n/a• Provides a competitive level of benefits, including short-term protection and long-term savings opportunitiesn/a
(1)Combined Annual Bonus award (cash and shares) was subject to a temporary maximum cap of 175% of base salary in 2010.
(2)Until 2009, maximum awards were normally granted at 270% of salary.
(3)As outlined onpage F-40, from 2011, earnings per share (“EPS”) is replaced by net Rooms growth and RevPAR growth in the LTIP.competitor group.

Measured over three years.

F-37The APP and LTIP are explained further on pages F-38 to F-41.


The normal policyusual pay mix for all Executive Directors is as follows at target and Executive Committee members is that their target performance-related incentives will equate to approximately 70% of total annual remuneration (excluding pensions and benefits).
maximum levels:

Reward element

  % of total
remuneration if target
achieved
  % of total
remuneration if
maximum achieved
 

Salary

   32  20

APP

   36  40

LTIP

   32  40

The Remuneration Committee also reviews the balance of fixed and variable remuneration provided to the wider managementexecutive population, to ensure these are appropriate given relativitiesrelative to the Executive Directors and to market practice.

The Company recognizes that its Executive Directors may be invited to become Non-Executive Directors of other companies

Salary and that such duties can broaden experience and knowledge, and benefit the Company. Executive Directors are, therefore, permitted to accept one non-executive appointment (in addition to any positions where the Director is appointed as the Group’s representative), subject to Board approval, as long as this is not, in the reasonable opinion of the Board, likely to lead to a conflict of interest. Executive Directors are generally authorized to retain the fees received. Current Executive Directors hold no Non-Executive Directorships of other companies.

Base salary and benefits

The salary for each Executive Director is reviewed annually and is based on both individual performance and relevant competitive market data. Base salaryfixed for 12 months from April 1. Salary is the only element of remuneration which is pensionable. Salary recognizes the market value of the role and the individual’s skill, performance and experience.

In reviewing salary changes, the Remuneration Committee considers:

business and individual performance;

current remuneration against internal and external benchmarks; and

average salary increases for the wider IHG workforce.

When external benchmarking is used, the comparator groups are chosen having regard to:

size — market capitalization, turnover, profits and the number of employees;

diversity and complexity of the business;

geographical spread of the business; and

relevance to the hotel industry.

In addition to salary, benefits are provided to Executive Directors, who are all based in the UK or US, in accordance with local market practice.

In assessing levels of pay and benefits, IHG analyzes those offered by different groups of comparator companies. These groups are chosen having regard to participants’:
• size — market capitalization, turnover, profits and the number of people employed;
• diversity and complexity of business;
• geographical spread of business; and
• relevance to the hotel industry.
Internal relativities and Group-wide remuneration approaches are also taken into account. The Remuneration Committee reviews average base salary levels and average salary increase percentages for the broader IHG workforce.

Executive Directors’Director annual base salaries are shown in the table below:

for 2013 and 2012:

Directors

  2013   2013   2012   2012 
   (£)   ($)   (£)   ($) 

Richard Solomons

   739,000       721,000    

Kirk Kinsell*

     774,000       755,400  

Tracy Robbins

   424,300       412,000    

Tom Singer

   550,800       540,000    

2011 Salary2010 Salary
Andrew Cosslett£850,780£826,000
James Abrahamson£477,117*£469,348
Kirk Kinsell£477,117*£462,875
Richard Solomons£540,000£523,000
*Messrs Abrahamson andKirk Kinsell areis paid in US dollars. James Abrahamson’sdollars and his annual base salary for 2010 was $725,0002012 and for 20112013 is $737,000. Kirk Kinsell’s annual base salary for 2010 was $715,000 and for 2011 is $737,000.shown in US dollars above. The equivalent sterling values in the table above have been calculated using an exchange rate of $1= £0.65.$1 = £0.63 are: 2012 — £476,562 and 2013 £488,296.

Pensions

IHG operates the following pension arrangements in which the Executive Directors participate:

for UK executives, the executive section of the InterContinental Hotels UK Pension Plan, which has a defined benefit section (“UK DB Plan”) and a defined contribution section (“UK DC Plan”);

for UK executives, InterContinental Executive Top-Up Scheme (“ICETUS”);

for US executives, the DC US 401(k) Plan and the DC Deferred Compensation Plan; and

for executives outside the UK and US, the InterContinental Hotels Group International Savings and Retirement Plan, or other local plans.

A cash allowance in lieu of pension benefits is offered for UK executives.

Following an extensive UK pensions review and subsequent consultations with affected employees, it was announced on September 29, 2011 that the UK DB Plan would close to future accrual for existing members with effect from July 1, 2013. The UK DB Plan is already closed to new entrants. A cap on pensionable salary increases of RPI plus 2.5% per annum became effective on October 1, 2011.

As part of the consultation with employees and the plan trustees about these changes, it was agreed that the Enhanced Early Retirement Facility (“EERF”) would be retained. This provides an option for plan members, with the Company’s agreement, to retire within five years of normal retirement age on accrued benefits without reduction. The EERF terms require an executive to obtain the consent of the Company; the consent is discretionary but should not be unreasonably refused. The level of plan funding provides for this facility. The Remuneration Committee considered that the reduction in risk and expense achieved by the closing of the UK DB Plan justified the cost of retaining this facility for existing active members.

The Executive Directors participate as follows:

Richard Solomons participates in the UK DB Plan and the ICETUS on the same basis as other senior UK-based executives. ICETUS is an unfunded arrangement, but with appropriate security provided via a fixed charge on a hotel asset. ICETUS also closes to future accrual with effect from July 1, 2013.

Richard Solomons is eligible for the EERF, which is available to all members of the UK DB Plan. The following table sets out Richard Solomons’ defined benefit pension arrangement at December 31, 2012.

Accrued value of annual

pension if retired
December 31, 2012

Accrued value of annual pension at December 31, 2012,
assuming retirement at normal retirement age (October 9,
2021)

£245,180, of which:

£377,200, of which:

£46,770 is funded

£71,950 is funded

£198,410 is unfunded

£305,250 is unfunded

The increase in the accrued value of the pension in 2012 arises principally from Richard Solomons’ salary review when appointed Chief Executive in July 2011.

Tracy Robbins participated in the executive UK DC Plan on the same basis as other senior UK-based executives until March 2012; from April 2012 she received a cash allowance in lieu of pension benefits.

Tom Singer does not participate in any pension plan and receives a cash allowance in lieu of pension benefits.

Kirk Kinsell participates in the DC US 401(k) Plan and the DC Deferred Compensation Plan.

Further details on the Executive Directors’ pension arrangements are shown on page F-46.

Annual Bonus Plan (“ABP”)and Annual Performance Plan

StructurePurpose

The purpose of the ABP (which applied in 2012) and outcomes in 2010APP (which will apply from 2013 onwards) is to:

Drive and reward annual performance against both financial and non-financial metrics.

Align individuals and teams with key strategic priorities.

Align short-term annual performance with strategy to generate long-term returns to shareholders.

Take into account personal performance of individuals.

Structure

Awards under the ABP require the achievement of challenging performance goals before bonus is payable. Achievement of target performance results in a bonus of 115% of salary. Half of any bonus earned is compulsorily deferred in the form of shares for three years. No matching shares are awarded by the Company.

Awards under the2012 ABP are linked to individual performance and EBIT.

Individual performance is measured by thebased on achievement of specific KPOsindividual objectives linked directly to the Group’s strategic objectives, a selection of which is set out in the table on page F-37, and an assessment against leadership competencies and behaviors.


F-38


Each year, specificSpecific quantitative targets and strategic objectives are set for each Executive Director and Executive Committee member, as relevant to their role. Performance is reviewed at the end of eachthe year to determine an OPR.overall performance rating (“OPR”). The OPR determines 30% of the bonusannual award outcome.
The objectives and OPRs are reviewed and agreed by the Remuneration Committee.

EBIT performance determines 70% of the bonusannual award outcome. In 2010, under the financial measure (EBIT),2012 threshold payout was 90% of target performance, with maximum payout at 120% or more110% of target. Payouttarget performance.

Achievement of target performance results in an award of 115% of salary and the maximum annual award an Executive Director can receive in any one year is 200% of salary. Half of any award earned is paid in cash, and the other half is compulsorily deferred in the form of shares for individual performance would be reduced by half if EBIT performance was below threshold. In addition, no annual bonus would be payable on any measure if EBIT performance was lower than 85% of target.

The maximum result for each measure is double its target value. However the combined payout result of the two measures was capped at 175% of base salary.
The 2010 EBIT result was 159%, resulting in a maximum combined payout for all Directors, as shown below:
           
    Payout as % of salary 
Measure
 Key performance indicator Target  Max 
 
Financial EBIT (70%)  80.5   161 
Individual OPR (30%)  34.5   69 
Total for 2010    115   175*
three years.

       Award as % of salary 

Measure

  Key performance indicator   Target   Max 

Financial

   EBIT (70%)     80.5     161  

Individual.

   OPR (30%)     34.5     69  
    

 

 

   

 

 

 

Total for 2012

         115.0         200

Actual 2010 result as % of salary
Andrew Cosslett175
James Abrahamson175
Kirk Kinsell175
Richard Solomons175
*Combined EBIT and OPR payout subject to a maximum of 175%200% of base salary.

2012 EBIT achieved was 101.7% of target for the year. Based on this performance, the following table shows the level of 2012 awards, of which 50% was paid in cash and 50% in deferred shares that will vest after three years.

Outcome for 2012

Directors

  EBIT % award   OPR % award   Total award
as % of salary
 

Richard Solomons

   93.8     43.1     136.9  

Kirk Kinsell

   93.8     34.5     128.3  

Tracy Robbins

   93.8     51.8     145.6  

Tom Singer

   93.8     34.5     128.3  

Structure in 20112013

During 2012, a review of the annual incentive arrangements for the Executive Directors was carried out. As a result of this review, the APP is being launched with effect from 2013. It will apply to the Executive Directors, the Executive Committee and other senior executives from 2013, and roll-out to the rest of our eligible corporate employees is planned for 2014.

The Annual Bonus structure remains largely unchangedAPP is being introduced in 2011the context of the broader growth agenda and more closely aligns the annual incentive with awards under the ABP continuing toIHG’s strategic priorities. The APP will require the achievement of challenging EBIT goals in 2013 before the target bonusaward is payable.

For 2011,

Achievement of target performance results in an award of 115% of salary and the maximum bonus opportunity for theannual award an Executive Directors will revert toDirector can receive in any one year is 200% of salary. Under the financial measure, the EBIT threshold for payout remains at 90%

A combination of target performance. However, maximum payout will revert to 110% or more of target.

As with previous years, the achievement of target performance will result in a bonus of 115% of salary. Half of any bonus earnedglobal and regional targets will be deferred in the form of shares for three years. Payout for individual performance will be reduced by half if EBIT performance is below threshold, and no annual bonus will be payable on any measure if EBIT performance is lower than 85% of target.
used.

Long Term Incentive Plan (“LTIP”)

Purpose

The purpose of the LTIP is to:

Drive and reward delivery of sustained long-term performance on measures that are aligned with the interests of shareholders.

Structure and outcomes

The LTIP allows Executive Directors and other eligible management employeesexecutives to receive share awards, subject to the achievement of performance conditionstargets set by the Remuneration Committee, measured over a three-year period. Awards are made annually and, other than in exceptional circumstances, will not exceed three times annual salary for Executive Directors.

Structure

The performance targets for 2010/the 2013/15 cycle are:

cumulative annual growth in net rooms (25% of the award);

cumulative annual like-for-like RevPAR growth (25% of the award); and

IHG’s TSR relative to the Dow Jones Global Hotels index (“DJGH”) (50% of the award).

These performance measures are also used in the 2011/13 and 2012/14 LTIP cycles, granted in 2011 and 2012 cycle

Forrespectively. The maximum awards for the 2010/20122013/15 cycle awards were made atalso remains consistent being 205% of base salary.
The performance conditionssalary for the cycle are:
• IHG’s TSR relative to the Dow Jones World Hotels index (50% weighting); and
• growth in adjusted EPS over the period (50% weighting).


F-39

Executive Directors.


Awards under the LTIP lapse if performance conditions are not met — there is no re-testing. Performance conditions for all outstanding awards are shown in the table on page F-41.
Structure for 2011/2013 cycle
For the 2011/2013 cycle, maximum award levels will remain at 205% of base salary. The Remuneration Committee believes relative TSR is well aligned with the goal of achieving enduring top quartile returns and so TSR will continue to retain a 50% weighting in the LTIP.
Furthermore, the Remuneration Committee concluded that the LTIP can be better aligned with IHG’s strategy by replacing EPS with two equally weighted relative growth measures, as follows:
• 25% of the maximum award will be based on cumulative annual growth of net Rooms; and
• 25% of the maximum award will be based on cumulative annuallike-for-like RevPAR growth.
Growth in both Roomsnet rooms and RevPAR will beare measured on a relative basis against athe comparator group, ofcomprising the following major globally-brandedglobally branded competitors: Accor, Choice, Hilton, Hyatt, Marriott, Starwood and Wyndham.

Threshold vesting will occur if IHG’s TSR growth is equal to the Dow Jones World HotelsDJGH index. Maximum vesting will occur if IHG’s TSR growth exceeds the index by 8% or more.

more performance. In setting the TSR performance target, the Remuneration Committee has taken into account a range of factors, including IHG’s strategic plans, historical performance of the industry and FTSE 100 market practice.

For both Roomsrooms growth and RevPAR measures, threshold vesting will occur if IHG performance at least equals the average growth of the comparator group. Maximum vesting for either measure will only occur if IHG is ranked first in the comparator group. Vesting for points between threshold and maximum will be calculated on a straight-line basis.

The vesting range and weighting for each measure is set out in the table below.
       
Performance
 
Threshold
 
Maximum
 Weighting
 
% of award vesting 20% 100%  
TSR relative to Dow Jones World Hotels index Match index Index + 8% per annum 50%
Net Rooms growth relative to comparator group Average 1st position 25%
RevPAR growth relative to comparator group Average 1st position 25%

After testing the performance conditions set on grant, the Remuneration Committee will review the vesting outcomes of the Roomsnet rooms and RevPAR measures against an assessment of earnings and quality of theCompany financial performance of the Company over the period. The Remuneration Committee may reduce the number of shares which vest if they determine such an adjustment is appropriate. IHG’s performance and vesting outcomes will be fully disclosed and explained in the relevant Remuneration Report.


F-40


For the 2010/12 LTIP cycle, the performance measures were TSR and earnings per share (“EPS”).

There is no re-testing of performance conditions under the LTIP, and awards lapse if they are not met.

Outcomes in 2010 and progress on all current LTIP cycles

The specific vesting performance conditions and, where relevant, position as at December 31, 20102012 for allthe vested, outstanding and next conditional LTIP awards made between 2008 and 2010 are set out in the following table:

                       
              Outcome/
  Threshold
 Maximum
 Threshold(1)
 Maximum(1)
   Maximum
 current
Performance measure
 
performance
 
performance
 vesting vesting Weighting award 
position
 
2008/2010 cycle
                      
TSR Growth equal to the index Growth exceeds the index by 8% or more  20%  100%  50%  135% Growth outperformance of 8.0%
EPS Growth of 6% per annum Growth of 16% per annum or more  20%  100%  50%  135% Growth of 9.6% per annum
Total Vesting                     73.8% of maximum award
2009/2011 cycle(2)
                      
TSR Growth equal to the index Growth exceeds the index by 8% or more  20%  100%  66.7%  102.5% Growth outperformance of 6.1%
EPS Growth of 0% per annum Growth of 10% per annum or more  0%  100%  33.3%  102.5% Growth of -1.0% per annum
2010/2012 cycle(3)
                      
TSR Growth equal to the index Growth exceeds the index by 8% or more  20%  100%  50%  102.5% Growth outperformance of -5.4%
EPS Growth of 5% per annum Growth of 15% per annum or more  20%  100%  50%  102.5% Growth of 26% per annum

Performance
measure

 

Threshold
performance

 

Maximum
performance

 Threshold
vesting(i)
  Maximum
vesting(i)
  Weighting  Maximum
award — %

of salary
  

Outcome /
potential
vesting outcomes

2010/2012 cycle

       

TSR

 Growth equal to the DJGH index Growth exceeds the index by 8% per year or more  20  100  50  102.5 Growth exceeded index by 15% per year.

EPS

 Growth of 5% per year Growth of 15% per year or more  20  100  50  102.5 Growth of 21.7% per year.

Total vesting outcome

       100% of maximum award.

2011/2013 cycle

       

Net rooms growth

 Average of the comparator group 1stin the comparator group  20  100  25  51.25 

Improved performance needed to achieve threshold vesting.

RevPAR growth

 Average of the comparator group 

1stin the

comparator group

  20  100  25  51.25 

Between threshold and maximum vesting if current performance maintained.

TSR

 Growth equal to the DJGH index Growth exceeds the index by 8% per year or more  20  100  50  102.5 

Maximum vesting if current performance maintained.

2012/2014 cycle

       

Net rooms growth

 Average of the comparator group 1stin the comparator group  20  100  25  51.25 Between threshold and maximum vesting if current performance maintained.

RevPAR growth

 Average of the comparator group 

1stin the

comparator group

  20  100  25  51.25 Between threshold and maximum vesting if current performance maintained.

TSR

 Growth equal to the DJGH index Growth exceeds the index by 8% per year or more  20  100  50  102.5 Maximum vesting if current performance maintained.

(1)(i)Vesting between threshold and maximum occurs on a straight-line basis.
(2)Two years of cycle completed.
(3)One year of cycle completed.

Shareholding policyClawback in incentive plans

For awards made from January 2012, the ABP, APP and LTIP allow the Remuneration Committee discretion to claw back unvested share awards in the following circumstances:

misconduct that causes significant damage or potential damage to IHG’s prospects, finances or brand reputation; and/or

actions that lead to material mis-statement or restatement of accounts.

This feature helps to ensure alignment between rewards and shareholder returns.

Share ownershipExecutive shareholding requirement

The Remuneration Committee believes that share ownership by Executive Directors and senior executives strengthens the link between the individual’s personal interests and those of the shareholders. Executive Directors are expected to hold twice their base salary in shares, or three times in the case of the Chief Executive. Executives are expected to hold all shares earned (net of any share sales required to meet personal tax liabilities) until theirthe guideline shareholding requirement is achieved.

The following table shows the guideline and actual shareholdings of the Executive Directors:

Directors  Guideline
shareholding
as % of salary
   Shares held outright
as % of salary(i)
   ABP deferred
share awards as %

of salary(ii)
   LTIP share
awards as %

of salary(iii)
   Total shares and
awards as %

of salary(iv)
 

Richard Solomons(v)

   300     763     153     693     1,609  

Kirk Kinsell

   200     557     
180
  
   776     1,513  

Tracy Robbins

   200     355     167     706     1,228  

Tom Singer(vi)

   200     66          715     781  

Percentages are based on share price of 1,707.0 pence per share as at December 31, 2012.

(i)Shares held outright by each Executive Director with no restrictions.

(ii)ABP deferred share awards subject to risk of forfeiture if employment ceases.

(iii)LTIP share awards subject to achievement of corporate performance targets.

(iv)Includes shares held outright, ABP deferred shares and LTIP share awards.

(v)Excludes share options held by Richard Solomons, details of which can be found on page F-49.

(vi)Tom Singer joined in 2011 and did not qualify for the 2011 ABP deferred share award.

Share capital

Return of share capital

From 2006,

Background

In October 2012, the Company paid a special dividend to its shareholders. This was accompanied by a share consolidation in order to maintain comparability (as far as possible) of the share price before and after the payment of the special dividend. In addition, the Company commenced a share repurchase program in November 2012.

Implications for outstanding LTIP awards

LTIP award holders were not entitled to receive the special dividend. The effect of the share consolidation was broadly to preserve the value of their awards (subject to normal market fluctuations), so no adjustment was necessary to the number of shares to which awards related.

With regard to the LTIP performance targets, consideration was given by the Remuneration Committee as to whether awards needed to be adjusted in relation to the EPS measure for the 2010/12 LTIP cycle, so that it remained economically equivalent to the target before the share consolidation took place. It was concluded that the maximum award target would have been exceeded by a significant margin even taking such adjustment into account and therefore no adjustment to the performance targets was required.

No adjustment was required to the TSR targets under the 2010/12, 2011/13 and 2012/14 LTIP cycles because the special dividend and share consolidation did not result in IHG’s TSR being impacted (excluding any market fluctuations).

No adjustment was required to the net rooms or RevPAR targets as these did not relate to the share capital of the Company.

Implications for outstanding ABP deferred share awards

ABP award holders, other than Executive Directors and Executive Committee members, hold conditional awards and are not eligible to receive dividends on their awards prior to vesting. They were similarly not entitled to receive the special dividend. The effect of the share consolidation was broadly to preserve the value of their awards (subject to normal market fluctuations), so no adjustment was necessary to the number of shares to which the awards related.

Executive Committee members hold forfeitable shares, rather than conditional awards (subject to one exception). Accordingly, they received the special dividend and their share awards were subject to the share consolidation.

Kirk Kinsell holds one forfeitable share award and one conditional share award (upon which dividend equivalents are paid in order to ensure economic parity with the rest of the Executive Committee). In order to achieve equality of treatment for Kirk Kinsell, his conditional award was adjusted to place him in the same position as if he had held a forfeitable award, and therefore he received the special dividend and his share award was subject to the share consolidation, in the same way as other Executive Committee members.

Implications for outstanding executive share options have

Executive share option holders were not formed partentitled to receive the special dividend. The effect of the Company’s remuneration structure. Detailsshare consolidation was broadly to preserve the value of priortheir awards (subject to normal market fluctuations), so no adjustment was made to the number of shares to which the options related.

Share repurchase program

In relation to the share option grantsrepurchase program, the effect on LTIP awards, ABP deferred shares and share options will be to broadly preserve the value of those awards. No adjustments are given on page F-48.

required to LTIP performance targets for the same reasons as stated above.

ShareUse of share capital in incentive plans

No awards or grants over shares were made during 20102012 that would be dilutive of the Company’s ordinary share capital. Current policy is to settle the majority of awards or grants under the Company’s share plans with shares purchased in the market. A number of options granted up to 2005 are yet to be exercised and will be settled with the issue of new shares.


F-41


The following table shows the guideline and actual shareholdings of the Executive Directors.
         
  Guideline
 Actual shareholding
  shareholding
 at Dec 31, 2010
  as % of salary as % of salary(1)
 
Andrew Cosslett  300   747 
James Abrahamson(2)
  200   138 
Kirk Kinsell(2)
  200   170 
Richard Solomons  200   408 
(1)Based on share price of 1,243 pence per share as at December 31, 2010.
(2)Shareholding requirement took effect upon appointment to the Board on August 1, 2010.
Policy regarding pensions
Andrew Cosslett, Richard Solomons and other senior UK-based executives participate on the same basis in the executive section of the registered defined benefit InterContinental Hotels UK Pension Plan and, if appropriate, the InterContinental ExecutiveTop-Up Scheme (“ICETUS”). The latter is an unfunded arrangement, but with appropriate security provided via a fixed charge on a hotel asset. As an alternative to these unfunded arrangements, a cash allowance may be taken. Following recent changes to UK pensions legislation, the pension provision is under review. This Plan is now closed to new entrants.
James Abrahamson, Kirk Kinsell and other senior US-based executives participate in US retirement benefit plans. Executives outside the United Kingdom and United States participate in the InterContinental Hotels Group International Savings and Retirement Plan or other local plans.
Non-Executive Directors’ pay policy and structure

Non-Executive Directors are paid a fee which is approvedagreed by the Executive Directors and the Chairman of the Board, taking into account fees paid in other companies of a similar complexity. These fees also reflect the time commitment and responsibilities of the roles. Accordingly, higher fees are payable to the Senior Independent Director who chairs the Audit Committee and to the Chairmen of the Remuneration and Corporate Responsibility Committees, reflecting the additional responsibilities of these roles.

The Chairman’s fees are agreed by the Remuneration Committee.

Non-Executive Directors’ fee levels are reviewed annually. In the final quarter of 20102012 an increase of 2% for the Chairman andapproximately 3% for the Non-Executive Directors was agreed by the Board to be effective from January 1, 2011.2013. This increase is broadly in line with anticipated salary increases for executive and senior management employees across the wider organization.

The following table sets out the change in annual

Annual fee rates from 2010 to 2011 for the Non-Executive Directors.

           
    Fees at
  Fees at
 
  
Role
 Jan 1, 2011  
Jan 1, 2010
 
 
David Webster Chairman £406,000  £398,000 
David Kappler Senior Independent Director &
Chairman of Audit Committee
 £103,000  £99,750 
Ralph Kugler Chairman of Remuneration Committee £86,500  £84,000 
Jennifer Laing Chairman of Corporate Responsibility Committee £76,000  £73,500 
Others Non-Executive Director £65,000  £63,000 


F-42

2013 and 2012 are as follows:


Non-Executive Directors

  

Role

  Jan 1, 2013   Jan 1, 2012 
      (£)   (£) 

David Webster(i)

  Chairman of the Board        406,000  

Patrick Cescau(ii)

  

Chairman of the Board

   400,000       

David Kappler

  Senior Independent Director and Chairman of Audit Committee   108,500     105,060  

Luke Mayhew

  Chairman of Remuneration Committee   91,000     88,230  

Jennifer Laing

  Chairman of Corporate Responsibility Committee   80,000     77,520  

Others

  Non-Executive Director   68,500     66,300  

(i)David Webster retired as Chairman on December 31, 2012.

(ii)Patrick Cescau was appointed Chairman on January 1, 2013.

Service contracts

PolicyNotice periods

The Remuneration Committee’s policy is for all Executive Directors to have rolling contracts with a notice period of 12 months. Messrs. Cosslett, Abrahamson, Kinsell and SolomonsAll Executive Directors have service agreements with a notice period of 12 months. All new appointments are intended towill have12-month notice periods. However,periods unless, on occasion,an exceptional basis to complete an external recruitment successfully, a longer initial notice period reducing to 12 months may beis used, in accordance with the CombinedUK Corporate Governance Code.

Termination

No provisions for compensation for termination following change of control, nor for liquidated damages of any kind upon termination in any circumstances, are included in the current Directors’ contracts. There are no provisions in Executive Directors’ contracts for making a payment in lieu of notice. Instead the parties will rely on common law to assess what, if any, damages may be payable for any loss resulting from termination in breach of contract (subject to the duty to mitigate any loss). In the event of anyan early termination of an Executive Director’s contract, the policy is to seek to minimize any liability.

Non-executive directorships of other companies

The Company recognizes that its Executive Directors may be invited to become Non-Executive Directors of other companies and that such duties can broaden experience and knowledge, and benefit the Company. Therefore, Executive Directors are permitted to accept one non-executive appointment (in addition to any positions where the Director is appointed as the Group’s representative), subject to Board approval, as long as this is not, in the reasonable opinion of the Board, likely to lead to a conflict of interest. Executive Directors would generally be authorized to retain the fees received.

Current Executive Directors do not hold any non-executive directorships of any other company.

Non-Executive Director appointments

Non-Executive Directors have letters of appointment. David Webster’sPatrick Cescau’s appointment as Non-Executive Chairman, effective from January 1, 2004,2013, is subject to six12 months’ notice. The dates of appointment of the other Non-Executive Directors are set out on page 54.

Current Directors’ contracts

Executive Directors

Date of original
appointment(i)

Notice period

Richard Solomons

February 10, 200312 months

Kirk Kinsell

August 1, 201012 months

Tracy Robbins

August 9, 201112 months

Tom Singer

September 26, 201112 months

Non-Executive Directors

Patrick Cescau

January 1, 201312 months

David Kappler

June 21, 2004

N/A

Jennifer Laing

August 25, 2005

N/A

Jonathan Linen

December 1, 2005

N/A

Luke Mayhew

July 1, 2011

N/A

Dale Morrison

June 1, 2011

N/A

Ying Yeh

December 1, 2007

N/A

(i)The capital reorganization of the Group, effective on June 27, 2005, entailed the insertion of a new parent company of the Group. All Directors serving at that time signed new letters of appointment effective from that date. The dates shown above represent the original dates of appointment of each of the Directors to the Group’s parent company.

All Directors’ appointments and subsequent reappointments are subject to election and re-election by shareholders.

Biographies of each of the Directors and their main responsibilities can be found on pages 54-56.

The Company announced on March 16, 2011 that Andrew Cosslett will step down as Chief Executive on June 30, 2011 and will be succeeded by Richard Solomons. A Director since 2003 and currently Chief Financial Officer and Head of Commercial Development, Richard Solomons will start in his new position as Chief Executive on July 1, 2011.
Directors’ contracts
Contract
effective dateNotice period
Andrew CosslettFebruary 3, 20053 months
James AbrahamsonAugust 1, 201012 months
Kirk KinsellAugust 1, 201012 months
Richard SolomonsApril 15, 200312 months
Messrs Cosslett and Solomons signed a letter of appointment, effective from completion of the June 2005 capital reorganization of the Group, incorporating the same terms as their original service agreements.
Richard Solomons signed a contract on March 16, 2011 relating57 to his employment as Chief Executive, effective from July 1, 2011.


F-4361.


Audited information on Directors’ emoluments

Directors’ remuneration in 20102012

The following table sets out the remuneration paid or payable to the Directors in respect of the year to December 31, 2010.

                                 
  Base salaries
     Total emoluments
  and fees Performance payments(1) Benefits(2) excluding pensions
  2010 2009 2010 2009 2010 2009 2010 2009
  (£ thousand)
 
Executive Directors
                                
Andrew Cosslett  820   802   723      28   25   1,571   827 
James Abrahamson(3)
  196      178      6      380    
Kirk Kinsell(3)
  193      169      74      436    
Richard Solomons  520   512   458      18   19   996   531 
Non-Executive Directors
                                
David Webster  398   390               398   390 
Graham Allan(4)
  63                  63    
David Kappler  100   95               100   95 
Ralph Kugler  84   80               84   80 
Jennifer Laing(5)
  74   68               74   68 
Jonathan Linen  63   60               63   60 
Ying Yeh  63   60               63   60 
Former Directors(6)
              1   1   1   1 
                                 
Total  2,574   2,067   1,528      127   45   4,229   2,112 
                                 
2012.

   Base salaries
and fees
   Performance
payments(i)
   Benefits(ii)   Total
emoluments
excluding
pensions
 
   2012   2011   2012   2011   2012   2011   2012   2011 
   (£ thousand) 

Executive Directors

                

Richard Solomons(iii)

   716     616     494     512     48     20     1,258     1,148  

Kirk Kinsell(iv)

   474     449     306     360     663     334     1,443     1,143  

Tracy Robbins(v)

   409     159     300     145     141     39     850     343  

Tom Singer(vi)

   540     142     826          181     46     1,547     188  

Non-Executive Directors

                

David Webster(vii)

   406     406               12     1     418     407  

Graham Allan(viii)

   31     65                    1     31     66  

David Kappler

   105     103               2     2     107     105  

Jennifer Laing

   78     76               3          81     76  

Jonathan Linen

   66     65               64     53     130     118  

Luke Mayhew(ix)

   88     43               2          90     43  

Dale Morrison(x)

   66     38               16     13     82     51  

Ying Yeh

   66     65               11     6     77     71  

Former Directors(xi)

        674          756     1     43     1     1,473  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   3,045     2,901     1,926     1,773     1,144     558     6,115     5,232  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)(i)Performance payments comprise cash payments in respect of participation in the ABP but exclude bonus payments in deferred shares, details of which are set out in the ABP table on page F-46. For James Abrahamson and Kirk Kinsell, this alsoF-47. Tom Singer’s performance payment includes a cash payment of £480,000 which he received in lieu of dividends relatingMarch 2012 to share awards as outlined on page F-46.compensate him for incentives from his previous employer that he had to forgo.

(2)(ii)Benefits for Executive Directors incorporate all tax assessable benefits arising from the individual’s employment. This includes, but is not limited to, benefits such as the provision of a fully expensed company car, private healthcare, financial counseling and other benefits as applicable to the individual’s work location. This includesBenefits for Non-Executive Directors include, but are not limited to, travel and accommodation expenses relating to attendance at Board and Committee meetings.

(iii)Richard Solomons was promoted to Chief Executive on July 1, 2011.

(iv)Kirk Kinsell received base salary of $750,800 which equates to the figure in the above table, using an exchange rate of $1 = £0.63. Benefits incorporate the cost of expatriate benefits related to Kirk Kinsell’shis international assignment.assignment prior to taking up his Board appointment as President, The Americas, on June 13, 2011.

(3)(v)Messrs. Abrahamson and Kinsell were appointed as Directors on August 1, 2010. Base salaries, performance payments and benefits have been pro-rated from their date of appointment. James Abrahamson’s pro-rated base salary is $302,083 and Kirk Kinsell’s pro-rated base salary is $297,917. Sterling values have been calculated using an exchange rate of $1= £0.65.
(4)Graham AllanTracy Robbins was appointed as a Director on January 1, 2010.August 9, 2011. Her benefits include receipt of a cash allowance in lieu of pension contributions of £117,700.

(vi)Tom Singer was appointed as a Director on September 26, 2011. His benefits include receipt of a cash allowance in lieu of pension contributions of £162,000.

(5)(vii)Jennifer Laing’s fee was increased, pro rata, from March 1, 2009 when she becameDavid Webster retired as Chairman of the Corporate Responsibility Committee.Board on December 31, 2012.

(viii)Graham Allan retired as a Director on June 15, 2012.

(6)(ix)Luke Mayhew was appointed as a Director on July 1, 2011.

(x)Dale Morrison was appointed as a Director on June 1, 2011.

(xi)2011 amounts relate to Andrew Cosslett, James Abrahamson and Ralph Kugler, all of whom ceased to be Directors in 2011. Sir Ian Prosser retired as a Director on December 31, 2003. However, he had an ongoing healthcare benefit of £1,179£1,326 during the year.


F-44


Directors’ pension benefits

The following information relates to the pension arrangements provided for Messrs Cosslett andRichard Solomons under the executive section of the InterContinental Hotels UK PensionDB Plan (“IC Plan”) and the unfunded ICETUS.

The executive section of the ICUK DB Plan is a funded, registered, final salary, occupational pension scheme. The main features applicable to the Executive Directors are:

a normal pension age of 60;

pension accrual of 1/30th of final pensionable salary for each year of pensionable service;

• a normal pension age of 60;
• pension accrual of 1/30th of final pensionable salary for each year of pensionable service;
• life assurance cover of four times pensionable salary;
• pensions payable in the event of ill health; and
• spouses’, partners’ and dependants’ pensions on death.

life assurance cover of four times pensionable salary;

pensions payable in the event of ill health; and

spouses’, partners’ and dependents’ pensions on death.

When benefits would otherwise exceed a member’s lifetime or annual allowance under the post-April 20062012 pensions regime, these benefits are limited in the ICInterContinental Hotels UK Pension Plan, but the balance is provided instead by ICETUS.

James Abrahamson has retirement

The UK DB Plan will close to future accruals for existing members with effect from July 1, 2013. ICETUS will also close to future accruals with effect from July 1, 2013.

The following table sets out Richard Solomons’ pension benefits provided viaunder the Six Continents Hotels, Inc. Deferred CompensationUK DB Plan:

(£)

Directors’ contributions in the year(i)

35,000

Transfer value of accrued benefits at January 1, 2012

6,999,800

Transfer value of accrued benefits at December 31, 2012

8,272,500

Increase in transfer value over the year, less Directors’ contributions(ii)

1,237,700

Absolute increase in accrued pension(iii) (per annum)

72,900

Increase in accrued pension(iv) (per annum)

63,500

Accrued pension at December 31, 2012(v) (per annum)

377,200

Age at December 31, 2012 (years)

51

(i)Contributions paid in 2012 by Mr Solomons under the terms of the plans were 5% of full pensionable salary.

(ii)The increase in the transfer value of accrued benefits for Richard Solomons arises principally from the increase in salary resulting from his appointment as Chief Executive in July 2011.

(iii)The absolute increase in accrued pension during 2012.

(iv)The increase in accrued pension during 2011, excluding any increase for inflation.

(v)Accrued pension is that which would be paid annually on retirement at 60, based on service to December 31, 2012.

Tracy Robbins participated in the executive UK DC Plan (“DCP”). until March 2012. This is a funded, registered, defined contribution, occupational pension scheme. The main features applicable are:

a normal pension age of 60;

employee contributions of 7.5% of salary and company matching contributions of 30% of salary (subject to the Annual Allowance, with any excess over the Annual Allowance as a cash allowance in lieu of pension benefits);

life assurance cover of four times pensionable salary; and

lump sum contributions payable in the event of ill health.

From April 2012, as a result of the reduction in the Lifetime Allowance, contributions (including potential contributions payable in the event of ill health) ceased and the full value of the company matching contributions was paid as a cash allowance; life assurance cover of four times pensionable salary continued to be provided.

Employer contributions to the UK DC Plan made for Tracy Robbins amounted to £5,000. In addition, Tracy Robbins received a cash allowance in lieu of pension contributions of £117,700.

Tom Singer does not participate in any pension plan and therefore received a cash allowance in lieu of pension contributions of £162,000; life assurance cover of four times pensionable company salary was also provided.

Kirk Kinsell has retirement benefits provided via the US 401(k) Retirement Plan for employees of Six Continents Hotels, Inc. (“401(k)”) and the DCP.US Deferred Compensation Plan (“DCP”). The US 401(k) Plan is a tax qualified plan providing benefits on a defined contribution basis, with the member and the relevant company both contributing. The DCP is a non-tax qualified plan, providing benefits on a defined contribution basis, with the member and the relevant company both contributing.

The following table sets out the pension benefits of the Executive Directors in the final salary plans.
                                 
          Increase in
      
          transfer value
 Absolute
    
    Directors’
 Transfer value of
 over the year,
 increase in
 Increase
 Accrued
    contributions
 accrued benefits less Directors’
 accrued
 in accrued
 pension at
  Age at
 in the year(1)
 Jan 1, 2010
 Dec 31, 2010
 contributions
 pension(2)
 pension(3)
 Dec 31, 2010(4)
Directors Dec 31, 2010 (£) (£) (£) (£) (£ pa) (£ pa) (£ pa)
 
Andrew Cosslett  55   40,100   2,574,100   3,438,100   823,900   30,300   23,600   161,500 
Richard Solomons  49   25,500   3,934,700   4,708,400   748,200   21,500   10,400   239,200 
(1)Contributions paid in the year by the Directors under the terms of the plans. Contributions were 5% of full pensionable salary.
(2)The absolute increase in accrued pension during the year.
(3)The increase in accrued pension during the year, excluding any increase for inflation.
(4)Accrued pension is that which would be paid annually on retirement at 60, based on service to December 31, 2010.

Contributions made by and in respect of, James Abrahamson and Kirk Kinsell in the defined contributionsUS plans are*are(i):

                     
  Age at
 Directors’
 Directors’
 Company
 Company
  December 31,
 contributions to
 contributions to
 contribution to
 contribution to
  2010 DCP in the year 401(k) in the year DCP in the year 401(k) in the year
    (£) (£) (£) (£)
 
James Abrahamson  55   3,900      18,000    
Kirk Kinsell  55   3,800   3,500   22,300    

* Messrs. Abrahamson and Kinsell were appointed as Directors on August 1, 2010. Pension(£)

Directors’ contributions have been pro-rated from their date of appointment. to DCP in 2012

191,498

Directors’ contributions to US 401(k) in 2012

14,195

Company contribution to DCP in 2012

103,620

Company contribution to US 401(k) in 2012

6,309

Age at December 31, 2012 (years)

57

(i)Sterling values have been calculated using an exchange rate of $1 = £0.65.£0.63.


F-45


Annual Bonus Plan deferred share awards
All Directors participated in the ABP during the year ended December 31, 2010. No matching shares are provided on awards.

Directors’ pre-tax share interests during the year were as follows:

                                                 
                        Value
                        based on
                        share
  Financial year
       Market
     Market
   ABP
   price of
  on which
       price
 ABP shares
   price
   awards
   1,243 pence
  performance
 ABP awards
 ABP awards
   per share
 vested
   per share
 Value
 held at
 Planned
 at Dec 31,
  is based for
 held at
 during
 Award
 at award
 during
 Vesting
 at vesting
 at vesting
 Dec 31,
 vesting
 2010
Directors award* Jan 1, 2010 the year date (pence) the year date (pence) (£) 2010 date (£)
 
Andrew Cosslett  2006   55,870       2.26.07   1,235   55,870   2.26.10   914.66   511,021             
   2007   71,287       2.25.08   819.67                   71,287   2.25.11   886,097 
   2008   104,652       2.23.09   472.67                   104,652   2.23.12   1,300,824 
   2009                                         
                                                 
Total
      231,809                               175,939       2,186,921 
                                                 
James Abrahamson  2009                                         
                                                 
Total
                                             
                                                 
Kirk Kinsell  2006   13,610       2.26.07   1,235   13,610   2.26.10   914.66   124,485             
   2007   19,731       2.25.08   819.67                   19,731   2.25.11   245,256 
   2008   41,427       2.23.09   472.67                   41,427   2.23.12   514,938 
   2009                                         
                                                 
Total
      74,768                               61,158       760,194 
                                                 
Richard Solomons  2006   35,757       2.26.07   1,235   35,757   2.26.10   914.66   327,055             
   2007   45,634       2.25.08   819.67                   45,634   2.25.11   567,231 
   2008   66,549       2.23.09   472.67                   66,549   2.23.12   827,204 
   2009                                         
                                                 
Total
      147,940                               112,183       1,394,435 
                                                 
set out below:

Directors

 Financial year
on which
performance
is based for
award(i)
  ABP awards
held at
Jan 1, 2012
  ABP awards
during
the year
  Award
date
  Market
price
per share
at award
(pence)
  ABP shares
vested
during
the year
  Vesting
date
  Market
price
per share
at vesting
(pence)
  Value
at vesting
(£)
  ABP
awards
held at
Dec 31,
2012(ii)
  Planned
vesting
date
  Value
based on
share
price of
1,707 pence
at Dec 31,
2012
(£)
 

Richard Solomons

  2008    66,549     2.23.09    472.6    66,549    2.23.12    1,412.7    940,138     
  2009                
  2010    32,295     2.21.11    1,417.0        30,142    2.21.14    514,524  
  2011     36,838    2.20.12    1,391.0        34,382    2.20.15    586,901  
  

 

 

  

 

 

        

 

 

   

 

 

 

Total

   98,844    36,838          64,524     1,101,425  
  

 

 

  

 

 

        

 

 

   

 

 

 

Kirk Kinsell

  2008    41,427     2.23.09    472.6    41,427    2.23.12    1,412.7    585,239     
  2009                
  2010    27,375     2.21.11    1,417.0        25,550    2.21.14    436,139  
  2011     26,360    2.20.12    1,391.0        24,602    2.20.15    419,956  
  

 

 

  

 

 

        

 

 

   

 

 

 

Total

   68,802    26,360          50,152     856,095  
  

 

 

  

 

 

        

 

 

   

 

 

 

Tracy Robbins

  2008    33,132     2.23.09    472.6    33,132    2.23.12    1,412.7    468,056     
  2009                
  2010    20,377     2.21.11    1,417.0        19,018    2.21.14    324,637  
  2011     22,889    2.20.12    1,391.0        21,363    2.20.15    364,666  
  

 

 

  

 

 

        

 

 

   

 

 

 

Total

   53,509    22,889          40,381     689,303  
  

 

 

  

 

 

        

 

 

   

 

 

 

Tom Singer(iii)

  2010                
  2011                
  

 

 

  

 

 

        

 

 

   

 

 

 

Total

             —                 
  

 

 

  

 

 

        

 

 

   

 

 

 

(i)
*  For financial year 2006, the award was based on EPS and EBIT measures and total shares held include matching shares. For financial year 2007, the award was based on Group EBIT and net annual rooms additions measures and total shares held include matching shares. For financial year 2008, the award was based on Group EBIT, net annual rooms additions and individual performance measures. No matching shares were awarded. For financial year 2009, no bonusannual incentive award was paid. For financial year 2010, the award was based on Group EBIT and individual performance measures. For financial year 2011, the award was based on Group EBIT and individual performance measures.

(ii)

InterContinental Hotels Group PLC 13 29/47p Ordinary Shares were subject to a share consolidation effective from October 9, 2012. For every 15 Existing Ordinary Shares held at 6.00pm on October 8, 2012, shareholders received 14 New Ordinary Shares of 14 194/329p each and a Special Dividend of 108.4 pence per Existing Ordinary Share. As a consequence, ABP awards held at December 31, 2012 have been reduced accordingly.

(iii)Tom Singer joined the Company and was appointed a Director on September 26, 2011 and did not participate in the 2011 ABP.

All Executive Directors participated in the ABP during the year ended December 31, 2012.

Special share awardawards

James Abrahamson received

Details of a special share award which vests over three years as part of his recruitment terms in 2009. Vesting eachvested during the year ended December 31, 2012 is subject to continued service. The details are set out below:

                                         
                    Value
                    based on
                    share
      Market
     Market
       price of
      price
 Shares
   price
   Awards
   1,243 pence
  Awards
   per share
 vested
   per share
 Value
 held at
 Planned
 at Dec 31,
  held at
 Award
 at award
 during
 Vesting
 at vesting
 at vesting
 Dec 31,
 vesting
 2010
Director Jan 1, 2010 date (pence) the year date (pence) (£) 2010 date (£)
 
James Abrahamson  45,000   2.23.09   454.25   45,000   2.17.10   900.07   405,032             
   45,000   2.23.09   454.25                   45,000   2.16.11   559,350 
   45,000   2.23.09   454.25                   45,000   2.15.12   559,350 
                                         
   135,000                           90,000       1,118,700 
                                         


F-46


Director

 Awards
held at
Jan 1,
2012
  Awards
during
the
year
  Award
date
  Market
price
per share
at award
(pence)
  Shares
vested
during
the year
  Vesting
date
  Market
price
per share
at vesting
(pence )
  Value
at vesting
(£)
  Awards
held at
Dec 31,
2012
  Planned
vesting
date
 Value
based on
share
price of
1,707 pence
at Dec 31,
2012
(£)
 

Tom Singer(i)

  46,635     9.27.11    1,055.0    46,635    9.26.12    1,630.0    760,151     
 

 

 

  

 

 

        

 

 

   

 

 

 

Total

  46,635          —                —           —  
 

 

 

  

 

 

        

 

 

   

 

 

 

(i)As part of his recruitment terms, Tom Singer received a special share award to compensate for incentives forgone from his previous employer, which vested one year from his appointment as a Director.

Long Term Incentive Plan awards

The awards made in respect of cycles ending on December 31, 2009, 2010, 2011, 2012, 2013 and 20122014 and the maximum pre-tax number of ordinary shares due if performance targets are achieved in full are set out in the table below. In respect of the cycle ending December 31, 2009, 46%2011, 73.9% of the award vested on February 17, 2010.15, 2012. In respect of the cycle ending on December 31, 2010,2012, the Company outperformedout-performed the Dow Jones World HotelsDJGH index in TSR by 815 percentage points and achieved 9.6%21.7% per annum adjusted EPS growth. Accordingly, 73.8%100% of the award vested on February 16, 2011.

                                             
                      Maximum
                      value
                      based on
  End of year
                   share
  to which
   Maximum
   Market
   Market
     Maximum
 price of
  performance
 Maximum
 LTIP shares
   price
 LTIP shares
 price
     LTIP awards
 1,243 pence
  is based
 LTIP awards
 awarded
   per share
 vested
 per share
 Value
   held at
 at Dec 31,
  for award
 held at
 during
 Award
 at award
 during
 at vesting
 at vesting
 Vesting
 Dec 31,
 2010
Directors (Dec 31,)(1) Jan 1, 2010 the year date (pence) the year (pence) (£) date 2010 (£)
 
Andrew Cosslett  2009   159,506       4.2.07   1,256   73,372(2)  901.5   661,449   2.17.10         
   2010   253,559       5.19.08   854               2.16.11   253,559   3,151,738 
   2011   272,201       4.3.09   604               2.15.12   272,201   3,383,458 
   2012       160,807   4.8.10   1,053               2.13.13   160,807   1,998,831 
                                             
Total      685,266   160,807                           686,567   8,534,027 
                                             
James Abrahamson  2009   82,486       2.23.09   457   37,943(2)  901.5   342,056   2.17.10         
   2010   164,973       2.23.09   457               2.16.11   164,973   2,050,614 
   2011   138,730       4.3.09   604               2.15.12   138,730   1,724,414 
   2012       79,008   4.8.10   1,053               2.13.13   79,008   982,069 
                                             
Total      386,189   79,008                           382,711   4,757,097 
                                             
Kirk Kinsell  2009   30,156       4.2.07   1,256   13,871(2)  901.5   125,047   2.17.10         
   2009   16,987       11.12.07   961.5   7,814(2)  901.5   70,443   2.17.10         
   2010   84,397       5.19.08   854               2.16.11   84,397   1,049,055 
   2011   132,256       4.3.09   604               2.15.12   132,256   1,643,942 
   2012       75,411   4.8.10   1,053               2.13.13   75,411   937,359 
                                             
Total      263,796   75,411                           292,064   3,630,356 
                                             
Richard Solomons  2009   102,109       4.2.07   1,256   46,970(2)  901.5   423,435   2.17.10         
   2010   161,241       5.19.08   854               2.16.11   161,241   2,004,226 
   2011   173,096       4.3.09   604               2.15.12   173,096   2,151,583 
   2012       101,818   4.8.10   1,053               2.13.13   101,818   1,265,598 
                                             
Total      436,446   101,818                           436,155   5,421,407 
                                             
20, 2013.

Directors

 End of year
to which
performance
is based for
award
(Dec 31)(i)
  Maximum
LTIP
awards
held
at Jan 1,
2012
  Maximum
LTIP
shares
awarded
during
the
year
  Award date  Market
price
per share at
award (pence)
  LTIP
shares
vested
during
the
year(ii)
  Market
price
per share at
vesting (pence)
  Value at
vesting
(£)
  Vesting
date
  Maximum
LTIP
awards
held
at Dec 31,
2012
  Maximum
value
based on
share price
of
1,707 pence
at Dec 31,
2012
(£)
 

Richard Solomons

  2011    173,096     4.3.09    604.0    127,917    1,387.5    1,774,848    2.15.12    
  2012    101,818     4.8.10    1,053.0       2.20.13    101,818    1,738,033  
  2013    87,234     4.8.11    1,269.0       2.19.14    87,234    1,489,084  
  2014     103,722    4.5.12    1,425.0       2.18.15    103,722    1,770,535  
  

 

 

  

 

 

        

 

 

  

 

 

 

Total

   362,148    103,722          292,774    4,997,652  
  

 

 

  

 

 

        

 

 

  

 

 

 

Kirk Kinsell

  2011    132,256     4.3.09    604.0    97,737    1,387.5    1,356,101    2.15.12    
  2012    75,411     4.8.10    1,053.0       2.20.13    75,411    1,287,266  
  2013    72,872     4.8.11    1,269.0       2.19.14    72,872    1,243,925  
  2014     68,463    4.5.12    1,425.0       2.18.15    68,463    1,168,663  
  

 

 

  

 

 

        

 

 

  

 

 

 

Total

   280,539    68,463          216,746    3,699,854  
  

 

 

  

 

 

        

 

 

  

 

 

 

Tracy Robbins

  2011    92,657     4.3.09    604.0    68,473    1,387.5    950,063    2.15.12    
  2012    55,873     4.8.10    1,053.0       2.20.13    55,873    953,752  
  2013    55,248     4.8.11    1,269.0       2.19.14    55,248    943,083  
  2014     59,270    4.5.12    1,425.0       2.18.15    59,270    1,011,739  
  

 

 

  

 

 

        

 

 

  

 

 

 

Total

   203,778    59,270          170,391    2,908,574  
  

 

 

  

 

 

        

 

 

  

 

 

 

Tom Singer

  2012    69,952     9.27.11    1,055.0       2.20.13    69,952    1,194,081  
  2013    78,696     9.27.11    1,055.0       2.19.14    78,696    1,343,341  
  2014     77,684    4.5.12    1,425.0       2.18.15    77,684    1,326,066  
  

 

 

  

 

 

        

 

 

  

 

 

 

Total

   148,648    77,684          226,332    3,863,488  
  

 

 

  

 

 

        

 

 

  

 

 

 

Former Directors

           

Andrew Cosslett(iii)

  2011    226,834     4.3.09    604.0    167,630    1,387.5    2,325,866    2.15.12    
  2012    80,403     4.8.10    1,053.0       2.20.13    80,403    1,372,479  
  2013    22,906     4.8.11    1,269.0       2.19.14    22,906    391,005  
  

 

 

  

 

 

        

 

 

  

 

 

 

Total

   330,143              103,309    1,763,484  
  

 

 

  

 

 

        

 

 

  

 

 

 

(1)(i)All details of performance conditionstargets in relation to the awards made in respect of cycles ending on December 31, 2010, 20112012, 2013 and 20122014 are provided on page F-41.

(2)(ii)This award was based on performance to December 31, 2009. Performance was measured against2011 where the performance measure related to both the Company’s TSR relative to a group of eight other comparator companiesthe index and the cumulative annual growth rate (“CAGR”) in adjusted EPS over the performance period. The number of shares released was determined, according to (a) whereCompany out-performed the Company finishedindex in the TSR comparator group, with 50% of the award being released for first position and 10% of the award being released for median position; and (b) the cumulative annual growth in adjusted EPS, with 50% of the award being released for growth of 20% per annum or more and 10% of the award being released for growth of 10% per annum. The Company finished in fourth position in the TSR groupby 7.9 percentage points and achieved 15.2%2.5% per annum adjusted EPS growth. Accordingly 46%73.9% of the award vested on February 17, 2010.15, 2012.


F-47

(iii)Andrew Cosslett retired as Chief Executive on June 30, 2011. Shares awarded to him in respect of the cycles ending on December 31, 2011, 2012 and 2013 were pro-rated to reflect his contractual service during the applicable performance periods.


Share options

Between 2003 and 2005, grants of options were made under the IHG Executive Share Option Plan. No price was paid for the grant of these options. The performance conditions that applied to these options were satisfied when they became exercisable. No executive share options have been granted since then.

                         
  Ordinary shares under option  
          Weighted
  
          average
  
  Options held
 Lapsed
 Exercised
 Options
 option
 Option
  at Jan 1,
 during
 during
 held at
 price
 price
Directors 2010 the year the year Dec 31, 2010 (pence) (pence)
 
Kirk Kinsell  77,110(1)          77,110(1)      494.17 
   32,040(2)          32,040(2)      619.83 
                         
Total
  109,150           109,150   531.06     
                         
Richard Solomons  230,320(1)          230,320(1)      494.17 
   100,550(2)          100,550(2)      619.83 
                         
Total
  330,870           330,870   532.36     
                         
2005.

Directors

  Ordinary shares under option  Weighted
average option
price at
Dec 31, 2012
(pence)
   Option
price (pence)
 
  Options
held at
Jan 1, 2012
  Lapsed
during
the year
   Exercised
during
the year
   Share price
on date of
exercise
   Options
held at
Dec 31, 2012
    

Richard Solomons

   230,320(i)         230,320(i)     494.17  
   100,550(ii)         100,550(ii)     619.83  
  

 

 

  

 

 

   

 

 

     

 

 

  

 

 

   

Total

   330,870                330,870    532.36    
  

 

 

  

 

 

   

 

 

     

 

 

  

 

 

   

Kirk Kinsell

   77,110(i)     77,110     1,577.63        494.17  
   32,040(ii)     32,040     1,577.63        619.83  
  

 

 

  

 

 

   

 

 

     

 

 

    

Total

   109,150         109,150            
  

 

 

  

 

 

   

 

 

     

 

 

    

(1)(i)Executive share options granted in 2004 became exercisable in April 2007 up to April 2014.

(2)(ii)Executive share options granted in 2005 became exercisable in April 2008 up to April 2015.

Option prices during the year ranged from 494.17308.48 pence to 619.83 pence per IHG share. The closing market value share price on December 31, 20102012 was 1,2431,707.0 pence and the range during the year was 8871,157.0 pence to 1,2661,725.0 pence per share.

No Director exercised options during the year; therefore there is no disclosable

The gain made by Directors in aggregate foron the exercise of options during the year ended December 31, 2010 (2009 £437,732)2012 was £1,142,334 (2011 £nil).

Note 4 —Auditor’s remuneration paid to Ernst & Young LLP
             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Group audit fees  1.9   1.8   1.7 
Audit fees in respect of subsidiaries  1.6   2.1   1.5 
Tax fees  2.1   1.7   1.0 
Interim review fees  0.3   0.3   0.4 
Other services pursuant to legislation  0.3   0.3   0.1 
Other  1.7   1.5   2.8 
             
   7.9   7.7   7.5 
             

Note 4 — Auditor’s remuneration paid to Ernst & Young LLP

   Year ended December 31, 
   2012   2011   2010 
   ($ million) 

Group audit fees

   2.8     1.9     1.9  

Audit fees in respect of subsidiaries

   1.5     1.5     1.6  

Tax fees

   0.5     0.7     2.1  

Interim review fees

   0.3     0.3     0.3  

Other services pursuant to legislation

   0.2     0.4     0.3  

Other

   1.9     1.4     1.7  
  

 

 

   

 

 

   

 

 

 
       7.2         6.2         7.9  
  

 

 

   

 

 

   

 

 

 

Audit fees in respect of the pension scheme were not material.

The Audit Committee has a process to ensure that any non-audit services do not compromise the independence and objectivity of the external auditor and that relevant United Kingdom and United States professional and regulatory requirements are met. A number of criteria are applied when deciding whether pre-approval for such services should be given. These include the nature of the service, the level of fees and the practicality of appointing an alternative provider, having regard to the skills and experience required to supply the service effectively. Cumulative fees for audit and non-audit services are presented to the Audit Committee on a quarterly basis for review. The Audit Committee is responsible for monitoring adherence to the pre-approval policy.


F-48


Note 5 — Exceptional items

   Year ended December 31, 
       2012          2011          2010     
   ($ million) 

Continuing operations

    

Exceptional operating items

    

Administrative expenses:

    

Litigation provision(i)

           (22

Resolution of commercial dispute(ii)

       (37    

Pension curtailment gain(iii)

       28      

Holiday Inn brand relaunch(iv)

           (9

Reorganization and related costs(v)

   (16      (4
  

 

 

  

 

 

  

 

 

 
   (16  (9  (35
  

 

 

  

 

 

  

 

 

 

Other operating income and expenses:

    

(Loss)/gain on disposal of hotels (Note 11)

   (2  37    27  

Write-off of software (Note 13)

   (18        

Demerger liability released(vi)

   9          

VAT refund(vii)

       9      

Gain on sale of other financial assets(viii)

           8  
  

 

 

  

 

 

  

 

 

 
   (11  46    35  
  

 

 

  

 

 

  

 

 

 

Impairment:

    

Impairment charges:

    

Property, plant and equipment (Note 10)

       (2  (6

Other financial assets (Note 15)

       (3  (1

Reversals of previously recorded impairment:

    

Property, plant and equipment (Note 10)

   23    23      

Associates (Note 14)

       2      
  

 

 

  

 

 

  

 

 

 
   23    20    (7
  

 

 

  

 

 

  

 

 

 
   (4  57    (7
  

 

 

  

 

 

  

 

 

 

Tax

    

Tax on exceptional operating items

   1    (4  1  

Exceptional tax credit(ix)

   141    43      
  

 

 

  

 

 

  

 

 

 
   142    39    1  
  

 

 

  

 

 

  

 

 

 
   138    96    (6
  

 

 

  

 

 

  

 

 

 

Discontinued operations

    

Gain on disposal of assets (Note 11)

    

Tax credit(x)

           2  
  

 

 

  

 

 

  

 

 

 
           2  
  

 

 

  

 

 

  

 

 

 
   138    96    (4
  

 

 

  

 

 

  

 

 

 

Note 5 —Exceptional items
             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Continuing operations
            
Exceptional operating items
            
Cost of sales:            
Onerous management contracts(i)
     (91)   
             
Administrative expenses:            
Holiday Inn brand relaunch(ii)
  (9)  (19)  (35)
Reorganization and related costs(iii)
  (4)  (43)  (24)
Litigation provision(iv)
  (22)      
Enhanced pension transfer(v)
     (21)   
             
   (35)  (83)  (59)
             
Other operating income and expenses:            
Gain on sale of associate investments        13 
Gain on sale of other financial assets(vi)
  8      14 
Gain/(loss) on disposal of hotels (Note 11)*
  27   (2)  (2)
             
   35   (2)  25 
             
Depreciation and amortization:            
Reorganization and related costs(iii)
        (2)
             
Impairment:            
Property, plant and equipment (Note 10)  (6)  (28)  (12)
Assets held for sale (Note 11)     (45)   
Goodwill (Note 12)     (78)  (63)
Intangible assets (Note 13)     (32)  (21)
Other financial assets (Note 15)  (1)  (14)   
             
   (7)  (197)  (96)
             
   (7)  (373)  (132)
             
Tax
            
Tax on exceptional operating items  1   112   17 
Exceptional tax credit(vii)
     175   25 
             
   (6)  287   42 
             
Discontinued operations(viii)
            
Gain on disposal of assets (Note 11)
            
Gain on disposal of hotels**     2    
Tax credit  2   4   5 
             
   2   6   5 
             
   (4)  (80)  (85)
             
*    Relates to hotels classified as continuing operations.
**   Relates to hotels classified as discontinued operations.
The above items are treated as exceptional by reason of their size or nature.


F-49


(i)Related to a lawsuit filed against the Group in The Americas region, for which the final balance was paid in March 2012.

(i) (ii)An onerous contract provision of $65 million was recognized at December 31, 2009 for the future net unavoidable costs under the performance guarantee related to certain management contracts with one US hotel owner. In additionRelated to the provision,settlement of a deposit of $26 million was written off as it is no longer considered recoverable underprior period commercial dispute in the termsEurope region.

(iii)Related to the closure of the same management contracts.UK defined benefit pension scheme to future accrual with effect from July 1, 2013.

(ii) (iv)RelatesRelated to costs incurred in support of the worldwide relaunch of the Holiday Inn brand family that was announced on October 24, 2007.2007 and substantially completed in 2010.

(iii) (v)Primarily relatesArises from a reorganization of the Group’s support functions together with a restructuring within the AMEA region. In 2010, primarily related to the closure of certain corporate offices together with severance costs arising from a review of the Group’s cost base.

(iv) (vi)EstimateRelease of a liability no longer required relating to the demerger of the amount potentially payableGroup from Six Continents PLC.

(vii)Arose in respect of athe United Kingdom and relates to periods prior year claim following an unfavorable court judgment on February 23, 2011. Any final amount will not be known until the court process is complete.to 1996.

(v) (viii)Related to the payment of enhanced pension transfers to those deferred members of the InterContinental Hotels UK Pension Plan who had accepted an offer to receive the enhancement either as a cash lump sum or as an additional transfer value to an alternative pension plan provider. The exceptional item in 2009 comprised the lump sum payments ($9 million), the IAS 19 settlement loss arising on the pension transfers ($11 million) and the costs of the arrangement ($1 million). The payments and transfers were made in January 2009.
(vi) Relates to the gain on sale of an investment in the EMEA region, in both 2010 and 2008.AMEA region.

(vii) (ix)Represents the recognition of $104 million of deferred tax assets, principally relating to pre-existing overseas tax losses, whose value has become more certain as a result of a change in law and the resolution of prior period tax matters, together with the associated release of provisions$37 million of provisions. In 2011 related to a $30 million revision of the estimated tax impacts of an internal reorganization completed in 2010, together with the release of $13 million of provisions. In 2010 a tax charge of $7 million (2009 $175 million, 2008 $25 million) which are exceptional by reason of their size or naturearose relating to tax matters which had been settled or in respect of which the relevant statutory limitation period has expired, together with, in 2010, a $7 million charge relating to an internal reorganization. This charge comprisesthis reorganization, comprising the recognition of deferred tax assets of $24 million for capital losses and other deductible amounts, offset by tax charges of $31 million, together with a release of provisions of $7 million.

(viii) (x)In 2010, relatesrelated to tax refunded relating to the sale of a hotel in a prior year. In 2009 and 2008, related to tax arising on disposals together with the release of provisions no longer required in respect of hotels disposed of ina prior years.year sale.
Note 6 —Finance costs
             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Financial income
            
Interest income  2   2   11 
Fair value gains     1   1 
             
   2   3   12 
             
Financial expenses
            
Interest expense  46   39   95 
Finance charge payable under finance leases  18   18   18 
             
   64   57   113 
             

Note 6 — Finance costs

   Year ended December 31, 
   2012   2011   2010 
   ($ million) 

Financial income

      

Interest income on deposits

   2     1     2  

Unwinding of discount on other financial assets

   1     1       
  

 

 

   

 

 

   

 

 

 
   3     2     2  
  

 

 

   

 

 

   

 

 

 

Financial expenses

      

Interest expense on borrowings

   37     42     40  

Interest rate swaps fair value transferred from equity

   1     4     6  

Finance charge payable under finance leases

   19     18     18  
  

 

 

   

 

 

   

 

 

 
   57     64     64  
  

 

 

   

 

 

   

 

 

 

Interest income and expense relate to financial assets and liabilities held at amortized cost, calculated using the effective interest rate method.

Included within interest expense is $2 million (2009(2011 $1 million, 2010 $2 million, 2008 $12 million) payable to the Priority Club Rewards loyalty program relating to interest on the accumulated balance of cash received in advance of the redemption of points awarded.


F-50


Note 7 — Tax

   Year ended December 31, 
   2012  2011  2010 
   ($ million) 

Income tax

    

UK corporation tax at 24.5% (2011 26.5%, 2010 28.0%):

    

Current period

   22    30    21  

Adjustments in respect of prior periods(i)

   (34  (25  (29
  

 

 

  

 

 

  

 

 

 
   (12  5    (8
  

 

 

  

 

 

  

 

 

 

Foreign tax(ii):

    

Current period

   170    98    122  

Benefit of tax reliefs on which no deferred tax previously recognized

   (31  (16  (13

Adjustments in respect of prior periods(ii)

   (27  (65  (23
  

 

 

  

 

 

  

 

 

 
   112    17    86  
  

 

 

  

 

 

  

 

 

 

Total current tax

   100    22    78  
  

 

 

  

 

 

  

 

 

 

Deferred tax:

    

Origination and reversal of temporary differences

   8    82    47  

Changes in tax rates

   (2  (2  (2

Adjustments to estimated recoverable deferred tax assets

   (105  (12  (36

Adjustments in respect of prior periods(i)

   10    (9  8  
  

 

 

  

 

 

  

 

 

 

Total deferred tax

   (89  59    17  
  

 

 

  

 

 

  

 

 

 

Total income tax charge for the year

   11    81    95  
  

 

 

  

 

 

  

 

 

 

Further analyzed as tax relating to:

    

Profit before exceptional items

   153    120    98  

Exceptional items (Note 5):

    

Exceptional operating items

   (1  4    (1

Exceptional tax credit(iii)

   (141  (43    

Gain on disposal of discontinued operations

           (2
  

 

 

  

 

 

  

 

 

 
   11    81    95  
  

 

 

  

 

 

  

 

 

 

Further analyzed as tax relating to:

    

Continuing operations

   11    81    97  

Discontinued operations — gain on disposal of assets

           (2
  

 

 

  

 

 

  

 

 

 
   11    81    95  
  

 

 

  

 

 

  

 

 

 

Note 7 —Tax
             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Income tax
            
UK corporation tax at 28% (2009 28%, 2008 28.5%):            
Current period  21   26   13 
Adjustments in respect of prior periods  (29)  (33)  (28)
             
   (8)  (7)  (15)
             
Foreign tax(i):
            
Current period  122   79   130 
Benefit of tax reliefs on which no deferred tax previously recognized  (13)  (6)  (6)
Adjustments in respect of prior periods(ii)
  (23)  (246)  (63)
             
   86   (173)  61 
             
Total current tax
  78   (180)  46 
             
Deferred tax:            
Origination and reversal of temporary differences  47   (73)  26 
Changes in tax rates  (2)  1   (1)
Adjustments to estimated recoverable deferred tax assets  (36)  1   (4)
Adjustments in respect of prior periods  8   (25)  (13)
             
Total deferred tax
  17   (96)  8 
             
Total income tax charge/(credit) for the year
  95   (276)  54 
             
Further analyzed as tax relating to:            
Profit before exceptional items  98   15   101 
Exceptional items (Note 5):            
Exceptional operating items  (1)  (112)  (17)
Exceptional tax credit(iii)
     (175)  (25)
Gain on disposal of assets  (2)  (4)  (5)
             
   95   (276)  54 
             
The total tax charge/(credit) can be further analyzed as relating to:            
Continuing operations  97   (272)  59 
Discontinued operations — gain on disposal of assets  (2)  (4)  (5)
             
   95   (276)  54 
             
(i)Represents corporate income taxes on profit taxable in foreign jurisdictions, a significant proportion of which relates to the Group’s US subsidiaries.
(ii)Includes $37 million (2011 $39 million, 2010 $7 million (2009 $165 million, 2008 $nil)million) of exceptional releasescredits included at (iii) below together with other releases relating to tax matters which have been settled or in respect of which the relevant statutory limitation period has expired.

(ii)Represents corporate income taxes on profit taxable in foreign jurisdictions, a significant proportion of which relates to the Group’s US subsidiaries.

(iii)Represents the recognition of $104 million of deferred tax assets, principally relating to pre-existing overseas tax losses, whose value has become more certain as a result of a change in law and the resolution of prior period tax matters, together with the associated release of provisions$37 million of provisions. In 2011 related to a $30 million revision of the estimated tax impacts of an internal reorganization completed in 2010, together with the release of $13 million of provisions. In 2010 a tax charge of $7 million (2009 $175 million, 2008 $25 million) which are exceptional by reason of their size or nature relatingarose elating to tax matters which have been settled or in respect of which the relevant statutory limitation period has expired, together with, in 2010, a $7 million charge relating to an internal reorganization. This charge comprisesthis reorganization, comprising the recognition of deferred tax assets of $24 million for capital losses and other deductible amounts, offset by tax charges of $31 million, together with a release of provisions of $7 million.


F-51


Reconciliation of tax charge/(credit),charge, including gain on disposal of assets
                         
    Before
    exceptional
  Total(i) items(ii)
  Year ended December 31,
  2010 2009 2008 2010 2009 2008
  (%)
 
UK corporation tax at standard rate  28.0   28.0   28.5   28.0   28.0   28.5 
Non-deductible expenditure and non-taxable income  4.1   (36.5)  8.7   4.2   7.4   6.1 
Net effect of different rates of tax in overseas businesses  9.4   (43.0)  10.1   9.3   8.7   7.1 
Effect of changes in tax rates  (0.5)  (0.3)  (0.2)  (0.7)  0.1   (0.1)
Benefit of tax reliefs on which no deferred tax previously recognized  (3.7)  7.2   (1.7)  (3.6)  (1.5)  (1.2)
Effect of adjustments to estimated recoverable deferred tax assets  (9.7)  5.9   (1.1)  (2.3)  (1.2)  (0.8)
Adjustment to tax charge in respect of prior periods  (11.8)  185.5   (23.5)  (9.1)  (37.6)  (16.6)
Other     (3.8)  (0.8)     0.8   (0.6)
Exceptional items and gain on disposal of assets  9.4   298.3   (2.9)         
                         
   25.2   441.3   17.1   25.8   4.7   22.4 
                         

   Total(i)  Before
exceptional
items(ii)
 
   

 

  Year ended December 31, 
   2012  2011  2010  2012  2011  2010 
      (%) 

UK corporation tax at standard rate

   24.5    26.5    28.0    24.5    26.5    28.0  

Non-deductible expenditure and non-taxable income

   2.0    1.8    4.1    1.0    2.6    4.2  

Net effect of different rates of tax in overseas businesses

   9.7    9.0    9.4    9.7    9.8    9.3  

Effect of changes in tax rates

   (0.3  (0.5  (0.5  (0.1  (0.4  (0.7

Benefit of tax reliefs on which no deferred tax previously recognized

   (5.5  (2.9  (3.7  (5.5  (3.2  (3.6

Effect of adjustments to estimated recoverable deferred tax assets

   (19.0  (2.2  (9.7  (0.2  (0.3  (2.3

Adjustment to tax charge in respect of prior periods

   (9.7  (18.1  (11.8  (2.4  (12.1  (9.1

Other

   0.3    1.0        0.4    1.3      

Exceptional items and gain on disposal of assets

           9.4              
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   2.0    14.6    25.2    27.4    24.2    25.8  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(i)Calculated in relation to total profits/lossesprofits including exceptional items.

(ii)Calculated in relation to profits excluding exceptional items.

Tax paid

Total net tax paid during the year of $68$122 million (2009 $2(2011 $90 million, 2008 $22010 $68 million) comprises $119 million (2011 $89 million, 2010 $64 millionmillion) paid (2009 $1 million paid, 2008 $1 million received) in respect of operating activities and $4$3 million paid (2009(2011 $1 million, 2008 $32010 $4 million) paid in respect of investing activities.

Tax paid represents an effective rate of 22% (2011 16%, 2010 18%) on total profits and is lower than the current periodeffective income statement tax chargerate of 27% primarily due to the impact of deferred taxes (including the realization of assets such as tax losses), the receipt of refunds in respect of prior years together withand provisions for tax for which no payment of tax has currently been made.

UK corporation tax of $6 million was paid in the year in settlement of prior period liabilities. UK corporation tax liabilities are not expected to arise in respect of 2012 or for a number of years thereafter due to expenses and associated tax losses attributable principally to employment matters, in particular additional shortfall contributions to the UK pension plan (see Funding commitments on page F-34).

Tax risks, policies and governance

It is the Group’s objective to comply fully with its worldwide corporate income tax filing, payment and reporting obligations, whilst managing its tax affairs within acceptable risk parameters on a basis consistent with the Group’s overall business conduct principles in order to minimize its worldwide liabilities in the best interests of its shareholders. The Group adopts a policy of open co-operation with tax authorities, with full disclosure of relevant issues.
The Group’s tax objectives and policies, and any changes thereto, are reviewed and approved by the Audit Committee. Regular tax reports are made to the Chief Financial Officer in addition to an annual presentation to the Audit Committee covering

Information concerning the Group’s tax position, strategygovernance can be found in the Taxation section of the Operating Results section on page 45.

Note 8 — Dividends paid and major risks. Tax is also encompassed within the Group’s formal risk management procedures and any material tax disputes, litigation or tax planning activities are subject to internal risk review and management approval procedures.


F-52

proposed


   Year ended
December 31,
   Year ended
December 31,
 
   2012   2011   2010   2012   2011   2010 
   (cents per share)   ($ million) 

Paid during the year:

            

Final (declared for previous year)

   39.0     35.2     29.2     113     102     84  

Interim

   21.0     16.0     12.8     61     46     37  

Special

   172.0               505            
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   232.0     51.2     42.0     679     148     121  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Proposed (not recognized as a liability at December 31):

            

Final

   43.0     39.0     35.2     115     113     101  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Note 8 —Dividends paid and proposed
                         
  Year ended December 31,
  2010 2009 2008 2010 2009 2008
  (cents per share) ($ million)  
 
Paid during the year:                        
Final (declared for previous year)  29.2   29.2   29.2   84   83   86 
Interim  12.8   12.2   12.2   37   35   32 
                         
   42.0   41.4   41.4   121   118   118 
                         
Proposed (not recognized as a liability at December 31):                        
Final  35.2   29.2   29.2   101   84   83 
                         
The final dividend of 22.027.7 pence (35.2(43.0 cents converted at the closing exchange rate on February 11, 2011)15, 2013) is proposed for approval at the Annual General Meeting (“AGM”) on May 27, 201124, 2013 and is payable on the shares in issue at March 25, 2011.
Note 9 —Earnings per ordinary share
22, 2013.

Note 9 — Earnings per ordinary share

Basic earnings per ordinary share is calculated by dividing the profit for the year available for IHG equity holders by the weighted average number of ordinary shares, excluding investment in own shares, in issue during the year.

Diluted earnings per ordinary share is calculated by adjusting basic earnings per ordinary share to reflect the notional exercise of the weighted average number of dilutive ordinary share options outstanding during the year.

Adjusted earnings per ordinary share is disclosed in order to show performance undistorted by exceptional items, to give a more meaningful comparison of the Group’s performance.

                         
  Year ended December 31,
  2010 2009 2008
  Continuing
   Continuing
   Continuing
  
  operations Total operations Total operations Total
 
Basic earnings per ordinary share
                        
Profit available for equity holders ($ million)  278   280   207   213   257   262 
Basic weighted average number of ordinary shares (millions)  288   288   285   285   287   287 
Basic earnings per ordinary share (cents)  96.5   97.2   72.6   74.7   89.5   91.3 
                         
Diluted earnings per ordinary share
                        
Profit available for equity holders ($ million)  278   280   207   213   257   262 
Diluted weighted average number of ordinary shares (millions)  296   296   295   295   296   296 
Diluted earnings per ordinary share (cents)  93.9   94.6   70.2   72.2   86.8   88.5 
                         
             
  2010 2009 2008
  (millions)
 
Diluted weighted average of ordinary shares is calculated as:            
Basic weighted average number of ordinary shares  288   285   287 
Dilutive potential ordinary shares — employee share options  8   10   9 
             
   296   295   296 
             


F-53


   Year ended December 31, 
   2012   2011   2010 
   Continuing
operations
   Total   Continuing
operations
   Total   Continuing
operations
   Total 

Basic earnings per ordinary share

            

Profit available for equity holders ($ million)

   544     544     473     473     278     280  

Basic weighted average number of ordinary shares (millions)

   287     287     289     289     288     288  

Basic earnings per ordinary share (cents)

   189.5     189.5     163.7     163.7     96.5     97.2  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per ordinary share

            

Profit available for equity holders ($ million)

   544     544     473     473     278     280  

Diluted weighted average number of ordinary shares (millions)

   292     292     296     296     296     296  

Diluted earnings per ordinary share (cents)

   186.3     186.3     159.8     159.8     93.9     94.6  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Year ended December 31, 
  2012  2011  2010 
  Continuing
operations
  Total  Continuing
operations
  Total  Continuing
operations
  Total 

Adjusted earnings per ordinary share

      

Profit available for equity holders ($ million)

  544    544    473    473    278    280  

Adjusting items (Note 5):

      

Exceptional operating items ($ million)

  4    4    (57  (57  7    7  

Tax on exceptional operating items ($ million)

  (1  (1  4    4    (1  (1

Exceptional tax credit ($ million)

  (141  (141  (43  (43        

Gain on disposal of discontinued operations ($ million)

                      (2
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted earnings ($ million)

  406    406    377    377    284    284  

Basic weighted average number of ordinary shares (millions)

  287    287    289    289    288    288  

Adjusted earnings per ordinary share (cents)

  141.5    141.5    130.4    130.4    98.6    98.6  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted diluted earnings per ordinary share

      

Adjusted earnings ($ million)

  406    406    377    377    284    284  

Diluted weighted average number of ordinary shares (millions)

  292    292    296    296    296    296  

Adjusted diluted earnings per ordinary share (cents)

  139.0    139.0    127.4    127.4    95.9    95.9  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   2012   2011   2010 
   (millions) 

Diluted weighted average of ordinary shares is calculated as:

      

Basic weighted average number of ordinary shares

   287     289     288  

Dilutive potential ordinary shares — employee share options

   5     7     8  
  

 

 

   

 

 

   

 

 

 
   292     296     296  
  

 

 

   

 

 

   

 

 

 

Note 10 — Property, plant and equipment

                         
  Year ended December 31,
  2010 2009 2008
  Continuing
   Continuing
   Continuing
  
  operations Total operations Total operations Total
 
Adjusted earnings per ordinary share
                        
Profit available for equity holders ($ million)  278   280   207   213   257   262 
Adjusting items (Note 5):                        
Exceptional operating items ($ million)  7   7   373   373   132   132 
Tax on exceptional operating items ($ million)  (1)  (1)  (112)  (112)  (17)  (17)
Exceptional tax credit ($ million)        (175)  (175)  (25)  (25)
Gain on disposal of assets, net of tax ($ million)     (2)     (6)     (5)
                         
Adjusted earnings ($ million)  284   284   293   293   347   347 
Basic weighted average number of ordinary shares (millions)  288   288   285   285   287   287 
Adjusted earnings per ordinary share (cents)  98.6   98.6   102.8   102.8   120.9   120.9 
                         
Adjusted earnings ($ million)  284   284   293   293   347   347 
Diluted weighted average number of ordinary shares (millions)  296   296   295   295   296   296 
Adjusted diluted earnings per ordinary share (cents)  95.9   95.9   99.3   99.3   117.2   117.2 
                         
Note 10 —Property, plant and equipment
             
  Land
 Fixtures,
  
  and
 fittings and
  
  buildings equipment Total
  ($ million)
 
Year ended December 31, 2009
            
Cost:            
At January 1, 2009  1,366   900   2,266 
Additions  22   35   57 
Net transfers from non-current assets classified as held for sale  176   104   280 
Reclassification  14   (14)   
Disposals     (3)  (3)
Exchange and other adjustments  44   24   68 
             
At December 31, 2009  1,622   1,046   2,668 
             
Depreciation and impairment:            
At January 1, 2009  (100)  (482)  (582)
Provided  (11)  (60)  (71)
Net transfers from non-current assets classified as held for sale  (44)  (45)  (89)
Impairment charge (see below)  (28)     (28)
Valuation adjustments arising on reclassification from held for sale (Note 11)  (28)  (17)  (45)
Disposals     2   2 
Exchange and other adjustments  (1)  (18)  (19)
             
At December 31, 2009  (212)  (620)  (832)
             

   Land
and
buildings
  Fixtures,
fittings and
equipment
  Total 
      ($ million)    

Year ended December 31, 2011

    

Cost

    

At January 1, 2011

   1,548    997    2,545  

Additions

   2    54    56  

Net transfers to non-current assets classified as held for sale

   (258  (98  (356

Disposals

   (44  (25  (69

Exchange and other adjustments

   (11  (11  (22
  

 

 

  

 

 

  

 

 

 

At December 31, 2011

   1,237    917    2,154  
  

 

 

  

 

 

  

 

 

 

Depreciation and impairment

    

At January 1, 2011

   (213  (642  (855

Provided

   (10  (56  (66

Net transfers to non-current assets classified as held for sale

   19    71    90  

Impairment charge (see below)

   (2      (2

Impairment reversals (see below)

   23        23  

Disposals

   9    8    17  

Exchange and other adjustments

       1    1  
  

 

 

  

 

 

  

 

 

 

At December 31, 2011

   (174  (618  (792
  

 

 

  

 

 

  

 

 

 

Year ended December 31, 2012

    

Cost

    

At January 1, 2012

   1,237    917    2,154  

Additions

   8    33    41  

Net transfers to non-current assets classified as held for sale

   (265  (99  (364

Reclassification to intangible assets

       (25  (25

Disposals

       (12  (12

Exchange and other adjustments

   15    10    25  
  

 

 

  

 

 

  

 

 

 

At December 31, 2012

   995    824    1,819  
  

 

 

  

 

 

  

 

 

 

Depreciation and impairment

    

At January 1, 2012

   (174  (618  (792

Provided

   (11  (46  (57

Net transfers to non-current assets classified as held for sale

   16    42    58  

Reclassification to intangible assets

       2    2  

Impairment reversals (see below)

   23        23  

Disposals

       11    11  

Exchange and other adjustments

       (8  (8
  

 

 

  

 

 

  

 

 

 

At December 31, 2012

   (146  (617  (763
  

 

 

  

 

 

  

 

 

 

Net book value at December 31, 2012

   849    207    1,056  
  

 

 

  

 

 

  

 

 

 

Net book value at December 31, 2011

   1,063    299    1,362  
  

 

 

  

 

 

  

 

 

 

Net book value at January 1, 2011

   1,335    355    1,690  
  

 

 

  

 

 

  

 

 

 

F-54


             
  Land
 Fixtures,
  
  and
 fittings and
  
  buildings equipment Total
  ($ million)
 
Year ended December 31, 2010
            
Cost:            
At January 1, 2010  1,622   1,046   2,668 
Additions  24   35   59 
Net transfers to non-current assets classified as held for sale  (57)  (55)  (112)
Disposals  (11)  (20)  (31)
Exchange and other adjustments  (30)  (9)  (39)
             
At December 31, 2010  1,548   997   2,545 
             
Depreciation and impairment:            
At January 1, 2010  (212)  (620)  (832)
Provided  (11)  (64)  (75)
Net transfers to non-current assets classified as held for sale  1   29   30 
Impairment charge (see below)     (6)  (6)
Disposals  8   18   26 
Exchange and other adjustments  1   1   2 
             
At December 31, 2010  (213)  (642)  (855)
             
Net book value at December 31, 2010
  1,335   355   1,690 
             
Net book value at December 31, 2009  1,410   426   1,836 
             
Net book value at January 1, 2009  1,266   418   1,684 
             
The impairment charge in 2011 arose in respect of one hotel in Europe following a re-assessment of its recoverable amount, based on fair value less costs to sell. The impairment charge in 2010 arose in respect of one hotel in The Americas following a re-assessment of its recoverable amount, based on value in use.

In 2012, a previously recorded impairment charge relating to a North American hotel was reversed in full following a re-assessment of its recoverable amount, based on the Americasmarket value of the hotel as determined by an independent professional property valuer.

Of the impairment reversal in 2011, $11 million arose in March 2011 on the classification of a North American hotel as held for sale. The amount of the reversal was based on the expected net sales proceeds which were subsequently realized on the disposal of the hotel (see Note 11). A further $12 million arose in respect of another North American hotel following a re-assessment of its recoverable amount, based on value in use. Estimated future cash flows were discounted at a pre-tax rate of 11.8%12.6%. The charge is

All impairment charges and reversals are included within impairment on the face of the Consolidated income statement.

The impairment charge in 2009 arose as a result of the economic downturn and a re-assessment of the recoverable amount of certain properties, based on value in use. The charge, which is included within impairment on the face of the Consolidated income statement, comprised $20 million in respect of a North American hotel and $8 million relating to a European hotel. Estimated future cash flows were discounted at pre-tax rates of 14.0% and 12.5% respectively.

The carrying value of property, plant and equipment held under finance leases at December 31, 20102012 was $183$187 million (2009 $187(2011 $190 million).

The carrying value of assets in the course of construction was $nil (2009 $nil).

No borrowing costs were capitalized during the year (2009 $nil).

current or prior year.

Charges over one hotel totaling $85$89 million exist as security provided to the Group’s pension plans.

Note 11 —Assets sold, held for sale and discontinued operations
There were no assets or liabilities classified

Note 11 — Assets sold, held for sale and discontinued operations

Assets sold

During the year ended December 31, 2012, the Group sold an interest in a hotel in the Europe region.

During the year ended December 31, 2011, the Group sold four hotels, three in The Americas region and one in the AMEA region. The gain on disposal mainly related to the sale of the Holiday Inn Burswood in Australia. The other significant disposal was the Hotel Indigo San Diego which resulted in an impairment reversal (see Note 10) in March 2011 on classification as held for sale at either December 31, 2010 or December 31, 2009.

Subsequent to December 31, 2010, four hotels, including the InterContinental Barclay in New York, met the “held for sale” criteria of IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations.” Three of the properties are located in North America and one in Australia, and all are expected to be sold within 12 months. The fair value less estimated costs to sell for each property exceeds its net book value.
sale.

During the year ended December 31, 2010, two hotels in theThe Americas were sold including the InterContinental Buckhead, Atlanta on July 1, 2010 for a profit of $27 million.

F-55


   Year ended December 31, 
   2012  2011  2010 
      ($ million)    

Consideration

    

Current year disposals:

    

Cash consideration, net of costs paid

   4    142    109  

Management contract value

       2    5  
  

 

 

  

 

 

  

 

 

 
   4    144    114  

Net assets disposed of

   (6  (107  (87

Prior year disposals:

    

Tax

           2  
  

 

 

  

 

 

  

 

 

 

(Loss)/gain on disposal of assets

   (2  37    29  
  

 

 

  

 

 

  

 

 

 

Analyzed as:

    

(Loss)/gain on disposal of hotel assets from continuing operations (Note 5)

   (2  37    27  

Gain on disposal of assets from discontinued operations (Note 5)

           2  
  

 

 

  

 

 

  

 

 

 
   (2  37    29  
  

 

 

  

 

 

  

 

 

 

Net cash inflow

    

Current year disposals:

    

Cash consideration, net of costs paid

   4    142    109  

Tax

       (1  (6

Prior year disposals:

    

Costs paid

           (2

Tax

   (3      2  
  

 

 

  

 

 

  

 

 

 
   1    141    103  
  

 

 

  

 

 

  

 

 

 

Assets held for sale

DuringTwo hotels, the year ended December 31, 2009,InterContinental New York Barclay and the InterContinental London Park Lane and one hotel was sold and four others were reclassified as property, plant and equipment at June 30, 2009 when they no longerassociate investment met the “heldheld for sale”sale criteria of IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” as sales were no longer considered highly probable within the next 12 months. On reclassification, valuation adjustments of $45 million were recognized, comprising $14 million of depreciation not charged whilstat December 31, 2012. The InterContinental New York Barclay was held for sale and $31 million of further write-downs to recoverable amounts, as required by IFRS 5. Recoverable amounts were assessed by reference to value in use with the expected future cash flows for the North American hotels comprising substantially all of the write-downs discounted at a pre-tax rate of 12.5%. The valuation adjustments are included within impairment on the face of the Consolidated income statement.
During the year ended December 31, 2008, one hotel was sold.
             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Consideration
            
Current year disposals:            
Cash consideration, net of costs paid  109   20   34 
Management contract value  5       
             
   114   20   34 
             
Net assets of hotels sold:            
Property, plant and equipment  (87)  (22)  (28)
Cash and cash equivalents        (8)
             
   (87)  (22)  (36)
             
Prior year disposals:            
Provision release     2    
Tax  2   4   5 
             
Gain on disposal of assets
  29   4   3 
             
Analyzed as:            
Gain/(loss) on disposal of hotel assets from continuing operations (Note 5)  27   (2)  (2)
Gain on disposal of assets from discontinued operations (Note 5)  2   6   5 
             
   29   4   3 
             
Net cash inflow
            
Current year disposals:            
Cash consideration, net of costs paid  109   20   34 
Tax  (6)     (1)
Cash disposed of        (8)
Prior year disposals:            
Costs paid  (2)     (1)
Tax  2      (2)
             
   103   20   22 
             
2011.

   Year ended December 31, 
   2012   2011 
   ($ million) 

Assets and liabilities held for sale

    

Non-current assets classified as held for sale:

    

Property, plant and equipment

   524     217  

Associates

   10       
  

 

 

   

 

 

 
   534     217  
  

 

 

   

 

 

 

Liabilities classified as held for sale:

    

Deferred tax (Note 25)

   61     60  
  

 

 

   

 

 

 

Discontinued operations

The results of discontinued operations comprise gains arising from prior year hotel disposals of $nil (2011 $nil, 2010 $2 million (2009 $6 million 2008 $5 million) and do not impact on segmental results.

             
  Year ended December 31,
  2010 2009 2008
  (cents)
 
Earnings per ordinary share from discontinued operations
            
Basic  0.7   2.1   1.8 
Diluted  0.7   2.0   1.7 
             

   Year ended December 31, 
   2012   2011   2010 
       (cents)     

Earnings per ordinary share from discontinued operations

      

Basic

             0.7  

Diluted

             0.7  
  

 

 

   

 

 

   

 

 

 

Cash flows attributable to discontinued operations were $nil (2011 $nil, 2010 $2 million (2009 $nil, 2008 $nil)million).


F-56


Note 12 — Goodwill

   Year ended December 31, 
   2012  2011 
   ($ million) 

Cost

   

At January 1,

   233    233  

Exchange adjustments

   1      
  

 

 

  

 

 

 

At December 31,

   234    233  
  

 

 

  

 

 

 

Impairment

   

At January 1, and December 31,

   (141  (141
  

 

 

  

 

 

 

Net book value at December 31,

   93    92  
  

 

 

  

 

 

 

Net book value at January 1,

   92    92  
  

 

 

  

 

 

 

Note 12 —Goodwill
         
  Year ended December 31,
  2010 2009
  ($ million)
 
Cost
        
At January 1,  223   206 
Exchange and other adjustments  10   17 
         
At December 31,  233   223 
         
Impairment
        
At January 1,  (141)  (63)
Impairment charge     (78)
         
At December 31,  (141)  (141)
         
Net book value at December 31,
  92   82 
         
Net book value at January 1,  82   143 
         
Goodwill arising on business combinations that occurred before January 1, 2005 was not restated on adoption of IFRS as permitted by IFRS 1.

Impairment charges are included within impairment on the face of the Consolidated income statement and all cumulative impairment losses relate to theThe Americas managed cash-generating unit (“CGUs”) (see below).

Goodwill has been allocated to cash-generating units (“CGUs”)CGUs for impairment testing as follows:

                 
  Cost Net book value
  At December 31,
  2010 2009 2010 2009
  ($ million)
 
Asia Australasia franchised and managed operations  92   82   92   82 
Americas managed operations  141   141       
                 
   233   223   92   82 
                 

   Cost   Net
book value
 
   At December 31, 
   2012   2011   2012   2011 
   ($ million) 

Asia Australasia franchised and managed operations

   93     92     93     92  

Americas managed operations

   141     141            
  

 

 

   

 

 

   

 

 

   

 

 

 
   234     233     93     92  
  

 

 

   

 

 

   

 

 

   

 

 

 

The Group tests goodwill for impairment annually, or more frequently if there are any indications that an impairment may have arisen. The recoverable amounts of the CGUs are determined from value in use calculations. These calculations use pre-tax cash flow forecasts derived from the most recent financial budgets and strategic plans approved by management covering a five-year period or, in the absence ofup-to-date strategic plans, the financial budget for the next year with an extrapolation of the cash flows for the following four years, using growth rates based on management’s past experience and industry growth forecasts. After the five-year planning period, the terminal value of the future cash flows is calculated based on perpetual growth rates that do not exceed the average long-term growth rates for the relevant markets. Pre-tax discount rates are used to discount the cash flows based on the Group’s weighted average cost of capital adjusted to reflect the risks specific to the business model and territory of the CGU being tested.

Asia Australasia goodwill

At December 31, 2010,2012, the recoverable amount of the CGU has been assessed based on the approved budget for 20112013 and strategic plans covering a five-year period, a perpetual growth rate of 3.5% (2009(2011 3.5%) and a discount rate of 14.4% (2009 14.2%14.3% (2011 13.9%).

Impairment was not required at either December 31, 20102012 or December 31, 20092011 and management believe that the carrying value of the CGU would only exceed theirits recoverable amounts in the event of highly unlikely changes in the key assumptions.


F-57


Americas goodwill

Goodwill relating to The Americas managed operations incurred significant operating losses during 2009 as a result of the global economic downturn and, in particular, IHG’s funding obligations under certain management contracts with one US hotel owner. As a consequence, goodwill was tested on a quarterly basis during 2009 using updated five-year projections prepared by management, a perpetual growth rate of 2.7% and a discount rate of 12.5%. Due to the expectation of continuing losses, the recoverable value of the CGU declined resulting in the impairment of the remaining goodwill balance during 2009. Total impairment charges of $78 million were recognized in 2009 ($57 million at June 30, 2009 and $21 million at September 30, 2009). As the goodwill is impaired in full in 2009. As goodwill impairment cannot be reversed, there is no sensitivity around any assumptions that could lead to a further impairment charge.

Note 13 —Intangible assets
                 
    Management
 Other
  
  Software contracts intangibles Total
  ($ million)
 
Year ended December 31, 2009
                
Cost:                
At January 1, 2009  158   220   93   471 
Additions  24      9   33 
Disposals        (7)  (7)
Exchange and other adjustments  3   11   3   17 
                 
At December 31, 2009  185   231   98   514 
                 
Amortization and impairment:                
At January 1, 2009  (81)  (50)  (38)  (169)
Provided  (19)  (10)  (9)  (38)
Impairment charge (see below)     (32)     (32)
Disposals        5   5 
Exchange and other adjustments     (4)  (2)  (6)
                 
At December 31, 2009  (100)  (96)  (44)  (240)
                 
Year ended December 31, 2010
                
Cost:                
At January 1, 2010  185   231   98   514 
Additions  18   5   11   34 
Disposals  (2)     (1)  (3)
Exchange and other adjustments  2   (5)  1   (2)
                 
At December 31, 2010  203   231   109   543 
                 
Amortization and impairment:                
At January 1, 2010  (100)  (96)  (44)  (240)
Provided  (15)  (10)  (8)  (33)
Disposals  2      1   3 
Exchange and other adjustments  (7)        (7)
                 
At December 31, 2010  (120)  (106)  (51)  (277)
                 
Net book value at December 31, 2010
  83   125   58   266 
                 
Net book value at December 31, 2009  85   135   54   274 
                 
Net book value at January 1, 2009  77   170   55   302 
                 
The impairment chargeadjustments.

Note 13 — Intangible assets

   Software  Management
contracts
  Other
intangibles
  Total 
   ($ million) 

Year ended December 31, 2011

     

Cost

     

At January 1, 2011

   203    231    109    543  

Additions

   46    2    31    79  

Disposals

           (2  (2

Exchange and other adjustments

   3    (2      1  
  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2011

   252    231    138    621  
  

 

 

  

 

 

  

 

 

  

 

 

 

Amortization and impairment

     

At January 1, 2011

   (120  (106  (51  (277

Provided

   (13  (10  (10  (33

Disposals

           2    2  

Exchange and other adjustments

   (5          (5
  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2011

   (138  (116  (59  (313
  

 

 

  

 

 

  

 

 

  

 

 

 

Year ended December 31, 2012

     

Cost

     

At January 1, 2012

   252    231    138    621  

Additions

   70        14    84  

Reclassification from property, plant and equipment

   25            25  

Disposals

   (21      (3)  (24

Exchange and other adjustments

   (1  4    2    5  
  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2012

   325    235    151    711  
  

 

 

  

 

 

  

 

 

  

 

 

 

Amortization and impairment

     

At January 1, 2012

   (138  (116  (59  (313

Provided

   (17  (10  (10  (37

Reclassification from property, plant and equipment

   (2          (2

Disposals

   2        3    5  

Exchange and other adjustments

   (8      (2  (10
  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2012

   (163  (126  (68  (357
  

 

 

  

 

 

  

 

 

  

 

 

 

Net book value at December 31, 2012

   162    109    83    354  
  

 

 

  

 

 

  

 

 

  

 

 

 

Net book value at December 31, 2011

   114    115    79    308  
  

 

 

  

 

 

  

 

 

  

 

 

 

Net book value at January 1, 2011

   83    125    58    266  
  

 

 

  

 

 

  

 

 

  

 

 

 

Software disposals in 2009 arose as2012 include an exceptional write-off of $18 million resulting from a resultre-assessment of the economic downturn and a revision to the fee income expected to be earned under a US management contract. Estimated future cash flows were discounted at a pre-tax rateongoing value of 12.5% (previous valuation 12.5%).

The charge is included within impairment on the faceelements of the Consolidated income statement.


F-58

technology infrastructure.


Borrowing costs of $0.3 million (2011 $0.4 million) were capitalized during the year in respect of software projects.

The weighted average remaining amortization period for management contracts is 2119 years (2009 22(2011 20 years).
Note 14 —Investment in associates

Note 14 — Investment in associates and joint ventures

   Associates  Joint
ventures
  Total 
   ($ million) 

Year ended December 31, 2011

    

Cost

    

At January 1, 2011

           48            —            48  

Additions

   11    31    42  

Share of profit/(loss)

   2    (1  1  

Dividends

   (1      (1
  

 

 

  

 

 

  

 

 

 

At December 31, 2011

   60    30    90  
  

 

 

  

 

 

  

 

 

 

Impairment

    

At January 1, 2011

   (5      (5

Impairment reversal (see below)

   2        2  
  

 

 

  

 

 

  

 

 

 

At December 31, 2011

   (3      (3
  

 

 

  

 

 

  

 

 

 

Year ended December 31, 2012

    

Cost

    

At January 1, 2012

   60    30    90  

Reclassification

   4    (4    

Additions

       2    2  

Transfer to non-current assets classified as held for sale

   (10      (10

Share of profit/(loss)

   3        3  

Dividends

   (3      (3

Share of reserve movement

   5        5  
  

 

 

  

 

 

  

 

 

 

At December 31, 2012

   59    28    87  
  

 

 

  

 

 

  

 

 

 

Impairment

    
  

 

 

  

 

 

  

 

 

 

At January 1, 2012 and December 31, 2012

   (3      (3
  

 

 

  

 

 

  

 

 

 

Net book value at December 31, 2012

   56    28    84  
  

 

 

  

 

 

  

 

 

 

Net book value at December 31, 2011

   57    30    87  
  

 

 

  

 

 

  

 

 

 

Net book value at January 1, 2011

   43        43  
  

 

 

  

 

 

  

 

 

 

The Group holds five investments (2009 five) accounted for as associates. impairment reversal arose in The Americas region.

The following table summarizes the financial information of the associates:

         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Share of associates’ statement of financial position
        
Current assets  5   5 
Non-current assets  62   65 
Current liabilities  (9)  (9)
Non-current liabilities  (15)  (16)
         
Net assets  43   45 
         
Share of associates’ revenue and profit
        
Revenue  26   31 
Net loss     (1)
         
Related party transactions
        
Revenue from related parties  4   4 
Amounts owed by related parties  1   2 
         
Note 15 —Other financial assets
         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Non-current
        
Equity securitiesavailable-for-sale
  87   66 
Other  48   64 
         
   135   130 
         
Current
        
Equity securitiesavailable-for-sale
     5 
         
Group’s associates and joint ventures:

   Associates  Joint ventures  Total 
   2012  2011  2012   2011  2012  2011 
   ($ million) 

Share of statement of financial position

        

Current assets

       22            9        1             3        23            12  

Non-current assets

   59    70    27     27    86    97  

Current liabilities

   (6  (7           (6  (7

Non-current liabilities

   (11  (15           (11  (15

Non-controlling interests

   (8               (8    
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Net assets

   56    57    28     30    84    87  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Share of revenue and profit

        

Revenue

   30    28             30    28  

Profit/(loss)

   3    2         (1  3    1  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Related party transactions

        

Revenue from related parties

   5    5             5    5  

Amounts owed by related parties

   2    1             2    1  

Loans from related parties

       (2               (2
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

The most significant investments are a 30% associate holding in President Hotel and Tower Co Ltd, the owner of the InterContinental Hotel Bangkok and the Holiday Inn Bangkok, and a 49% holding in BCRE IHG 180 Orchard Holdings LLC, a joint venture established to develop and build a multi-use property in Manhattan, New York, including a Hotel Indigo.

Note 15 — Other financial assets

   At
December 31,
2012
   At
December 31,
2011
 
   ($ million) 

Current

    

Loans and receivables

   6       
  

 

 

   

 

 

 

Non-current

    

Equity securities available-for-sale

   112     112  

Loans and receivables

   43     44  
  

 

 

   

 

 

 
   155     156  
  

 

 

   

 

 

 

Available-for-sale financial assets, which are included in the Consolidated statement of financial position at fair value, consist of equity investments in listed and unlisted shares. Of the total amount of equity investments at December 31, 2010, $32012, $18 million (2009 $2(2011 $15 million) were listed securities and $84$94 million (2009 $69(2011 $97 million) unlisted; $41$59 million (2009 $39(2011 $61 million) were denominated in US dollars, $17$24 million (2009 $14(2011 $23 million) in Hong Kong dollars and $29 million (2009 $18(2011 $28 million) in other currencies. Unlisted equity shares are mainly investments in entities that own hotels which the Group manages. The fair value of unlisted equity shares has been estimated using valuation guidelines issued by the BritishInternational Private Equity and Venture Capital Association and is based on assumptions regarding expected future earnings.Valuation Guidelines, using either the earnings multiple or net assets methodology as appropriate. Listed equity share valuation isvaluations are based on observable market prices. Dividend income fromavailable-for-sale equity securities of $8$5 million (2009 $7(2011 $11 million, 2008 $112010 $8 million) is reported as other operating income and expenses in the Consolidated income statement.

Other financial assets

Loans and receivables consist of trade deposits and restricted cash. These amounts have been designated as “loans and receivables” andcash which are held at amortized cost. A deposit of $37 million was made in 2011 to a hotel owner in connection with the renegotiation of a management contract. The deposit is non-interest-bearing and repayable at the end of the management contract, and is therefore held at its discounted value of $11 million (2011 $10 million); the discount will unwind to the income statement within financial income over the period to repayment. Restricted cash of $42$29 million (2009 $47(2011 $27 million) relates to cash held in bank accounts which is pledged as collateral to insurance companies for risks retained by the Group.


F-59


The movement in the provision for impairment of other financial assets during the year is as follows:
         
  Year ended
 Year ended
  December 31,
 December 31,
  2010 2009
  ($ million)
 
At January 1,  (25)  (11)
Provided — exceptional items (Note 5)  (1)  (14)
         
At December 31,  (26)  (25)
         

   Year ended
December 31,
2012
  Year ended
December 31,
2011
 
   ($ million) 

At January 1,

   (25  (26

Provided — exceptional items

       (3

Reclassification

   (1  3  

Amounts written off

       1  
  

 

 

  

 

 

 

At December 31

   (26  (25
  

 

 

  

 

 

 

The amountsamount provided as an exceptional items relateitem relates in 2011 to an available-for-sale equity investmentsinvestment and have arisenarose as a result of a significant and prolonged declinesdecline in theirits fair value below cost. In 2009, a deposit of $26 million was written off directly to the income statement as an exceptional item (see Note 5) as it is no longer considered recoverable under the terms of the related management contracts which are deemed onerous.

The provision is used to record impairment losses unless the Group is satisfied that no recovery of the amount is possible; at that point the amount considered irrecoverable is either written off directly to the income statement or, if previously provided, against the financial asset with no impact on the income statement.

Note 16 —Inventories
         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Finished goods    2     2 
Consumable stores  2   2 
         
   4   4 
         
Note 17 —Trade and other receivables
         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Trade receivables  292   268 
Other receivables  32   27 
Prepayments  47   40 
         
   371   335 
         

Note 16 — Inventories

   At
December 31,
2012
   At
December 31,
2011
 
   ($ million) 

Finished goods

           2             2  

Consumable stores

   2     2  
  

 

 

   

 

 

 
   4     4  
  

 

 

   

 

 

 

Note 17 — Trade and other receivables

   At
December 31,
2012
   At
December 31,
2011
 
   ($ million) 

Trade receivables

   344     299  

Other receivables

   18     28  

Prepayments

   60     42  
  

 

 

   

 

 

 
   422     369  
  

 

 

   

 

 

 

Trade and other receivables are designated as “loansloans and receivables”receivables and are held at amortized cost.

Trade receivables are non-interest-bearing and are generally on payment terms of up to 30 days. The fair value of trade and other receivables approximates their carrying value.

The maximum exposure to credit risk for trade and other receivables, excluding prepayments, at the end of the reporting period by geographic region is:

         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Americas  163   158 
Europe, the Middle East and Africa  98   90 
Asia Pacific  63   47 
         
   324   295 
         


F-60


   At
December 31,
2012
   At
December 31,
2011
 
   ($ million) 

Americas

   186     170  

Europe

   83     69  

Asia, Middle East and Africa

   64     61  

Greater China

   29     27  
  

 

 

   

 

 

 
   362     327  
  

 

 

   

 

 

 

The aging of trade and other receivables, excluding prepayments, at the end of the reporting period is:
                         
  At December 31, 2010 At December 31, 2009
  Gross Provision Net Gross Provision Net
  ($ million)
 
Not past due  197   (3)  194   173   (2)  171 
Past due 1 to 30 days  75   (4)  71   70   (9)  61 
Past due 31 to 180 days  66   (9)  57   80   (19)  61 
Past due more than 180 days  44   (42)  2   57   (55)  2 
                         
   382   (58)  324   380   (85)  295 
                         

   At December 31, 2012   At December 31, 2011 
   Gross   Provision  Net   Gross   Provision  Net 
   ($ million) 

Not past due

   223         223     201     (1  200  

Past due 1 to 30 days

   74     (3  71     73     (2  71  

Past due 31 to 180 days

   69     (3  66     59     (3  56  

Past due more than 180 days

   43     (41  2     40     (40    
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 
   409     (47  362     373     (46  327  
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

The movement in the provision for impairment of trade and other receivables during the year is as follows:

         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
At January 1,  (85)  (110)
Provided  (27)  (34)
Amounts written back  7   3 
Amounts written off  47   56 
         
At December 31,
  (58)  (85)
         
Note 18 —Cash and cash equivalents
         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Cash at bank and in hand  38   23 
Short-term deposits  40   17 
         
   78   40 
         

   Year ended
December 31,
2012
  Year ended
December 31,
2011
 
   ($ million) 

At January 1,

   (46  (58

Provided

   (18  (15

Amounts written back

   10    7  

Amounts written off

   7    20  
  

 

 

  

 

 

 

At December 31,

   (47  (46
  

 

 

  

 

 

 

Note 18 — Cash and cash equivalents

   At
December 31,
2012
   At
December 31,
2011
 
   ($ million) 

Cash at bank and in hand

   57     51  

Short-term deposits

   138     131  
  

 

 

   

 

 

 
   195     182  
  

 

 

   

 

 

 

Short-term deposits are highly liquid investments with an original maturity of three months or less, in various currencies.

Note 19 —Trade and other payables
         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Current
        
Trade payables  113   99 
Other tax and social security payable  35   29 
Other payables  226   278 
Accruals  348   262 
         
   722   668 
         
Non-current
        
Other payables  464   408 
         

Cash and cash equivalents includes $7 million (2011 $2 million) that is not available for use by the Group due to local exchange controls.

Note 19 — Trade and other payables

   At
December 31,
2012
   At
December 31,
2011
 
   ($ million) 

Current

    

Trade payables

   117     126  

Other tax and social security payable

   35     35  

Other payables

   268     262  

Accruals

   289     284  
  

 

 

   

 

 

 
   709     707  
  

 

 

   

 

 

 

Non-current

    

Other payables

   563     497  
  

 

 

   

 

 

 

Trade payables are non-interest-bearing and are normally settled within an average of 45 days.


F-61


Other payables includes $531$623 million (2009 $470(2011 $578 million) relating to the future redemption liability of the Group’s loyalty program, of which $92$108 million (2009 $86(2011 $105 million) is classified as current and $439$515 million (2009 $384(2011 $473 million) as non-current.
Note 20 —Provisions
             
  Onerous
    
  management
    
  contracts Litigation Total
  ($ million)
 
At January 1, 2009         
Provided: exceptional items (Note 5)  65      65 
             
At December 31, 2009  65      65 
Provided:            
Profit before exceptional items  3      3 
Exceptional items (Note 5)     22   22 
Utilized  (58)     (58)
             
At December 31, 2010
  10   22   32 
             
         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Analyzed as:        
Current  30   65 
Non-current  2    
         
   32   65 
         

Note 20 — Provisions

   Onerous
management
contracts
  Litigation  Total 
   ($ million) 

At January 1, 2011

   10    22    32  

Provided

   1        1  

Utilized

   (8  (11  (19
  

 

 

  

 

 

  

 

 

 

At December 31, 2011

           3        11        14  

Utilized

   (1  (11  (12
  

 

 

  

 

 

  

 

 

 

At December 31, 2012

   2        2  
  

 

 

  

 

 

  

 

 

 

   At
December 31,
2012
   At
December 31,
2011
 
   ($ million) 

Analyzed as:

    

Current

   1     12  

Non-current

   1     2  
  

 

 

   

 

 

 
   2         14  
  

 

 

   

 

 

 

The onerous management contracts provision relates to the unavoidable net cash outflows that are expected to be incurred under performance guarantees associated with certain management contracts. The non-current portion of the provision is expected to be utilized over the period to 2020.

For accounting purposes,

The litigation provision is made for outstanding litigation whenwas charged in the income statement as an exceptional item in 2010 (see Note 5) and related to an action brought against the Group in the Americas region. The final balance was settled in March 2012.

Note 21 — Financial risk management consider it probable that an outflow of economic benefit may occur even though defense of such claims may still be ongoing through the relevant court processes.

Note 21 —Financial risk management

Overview

The Group’s treasury policy is to manage financial risks that arise in relation to underlying business needs. The activities of the treasury function are carried out in accordance with Board approved policies and are subject to regular audit. The treasury function does not operate as a profit center.

The treasury function seeks to reduce the financial risk of the Group and manages liquidity to meet all foreseeable cash needs. Treasury activities may include money market investments, spot and forward foreign exchange instruments, currency options, currency swaps, interest rate swaps and options and forward rate agreements. One of the primary objectives of the Group’s treasury risk management policy is to mitigate the adverse impact of movements in interest rates and foreign exchange rates.

Market risk exposure

The US dollar is the predominant currency of the Group’s revenue and cash flows. Movements in foreign exchange rates can affect the Group’s reported profit, net assets and interest cover. To hedge translation exposure,


F-62


wherever possible, the Group matches the currency of its debt (either directly or via derivatives) to the currency of its net assets, whilst maximizing the amount of US dollars borrowed to reflect the predominant trading currency.
Foreign

From time to time, foreign exchange transaction exposure is managed by the forward purchase or sale of foreign currencies or the use of currency options. Most significant exposures of the Group are in currencies that are freely convertible.

A general strengthening of the US dollar (specifically a five cent fall in the sterling :sterling: US dollar rate) would increase the Group’s profit before tax by an estimated $3.5$2.8 million (2009 $1.6(2011 $3.3 million, 2008 $4.02010 $3.5 million) and decreaseincrease net assets by an estimated $5.6$1.8 million (2009 $4.1(2011 decrease of $10.4 million, 2008 $1.12010 decrease of $5.6 million). Similarly, a five cent fall in the euro :euro: US dollar rate would reduce the Group’s profit before tax by an estimated $1.4$2.3 million (2009 $0.7(2011 $1.9 million, 2008 $2.02010 $1.4 million) and decrease net assets by an estimated $16.1 million (2011 $10.3 million, 2010 $8.2 million (2009 $4.5 million, 2008 $4.3 million).

Interest rate exposure is managed within parameters that stipulate that fixed rate borrowings should normally account for no less than 25% and no more than 75% of net borrowings for each major currency. This is usually achieved through the use of interest rate swaps. Due to relatively low interest rates and the level of the Group’s debt, 100% of borrowings in major currencies were fixed rate debt or had been swapped into fixed rate borrowings at December 31, 2010.

2012.

Based on the year-end net debt position and given the underlying maturity profile of investments, borrowings and hedging instruments at that date, neither a one percentage point rise in US dollar, euro nor sterling interest rates would increaseimpact the annual net interest charge by approximately $nil (2009 $0.8 million, 2008 $4.7 million). A similar rise in euro and sterling interest rates would increase the annual net interest charge by approximately $nil (2009 $1.1 million, 2008 $1.2 million) and $nil (2009 $nil, 2008 $0.9 million) respectively.

current or prior two years.

Liquidity risk exposure

The treasury function ensures that the Group has access to sufficient funds to allow the implementation of the strategy set by the Board. At the year end, the Group had access to $1,452 million of undrawn committed facilities. Medium and long-term borrowing requirements are met through the $1.6$1.07 billion Syndicated Facility which expires in May 2013 andNovember 2016, through the £250 million 6% bonds that are repayable on December 9, 2016.2016 and through the £400 million 3.875% bonds repayable on November 28, 2022. The $1.07 billion Syndicated Facility was undrawn at the year end. The £400 million 3.875% bonds, which were issued during the year under the Group’s £750 million Medium Term Notes program, extend the maturity profile and diversify the sources of the Group’s debt. Short-term borrowing requirements are met from drawings under bilateral bank facilities.

The Syndicated Facility contains two financial covenants: interest cover and net debt divided by earnings before interest, tax, depreciation and amortization (“EBITDA”). Net debt is calculated as total borrowings less cash and cash equivalents. The Group is in compliance with all of the financial covenants in its loan documents, none of which is expected to present a material restriction on funding in the near future.

At the year end, the Group had cash of $78$195 million which is held predominantly in short-term deposits and cash funds which allow daily withdrawals of cash. Most of the Group’s funds are held in the United Kingdom or United States and there are no material fundsalthough $7 million (2011 $2 million) is held in a country where repatriation is restricted as a result of foreign exchange regulations.

Credit risk exposure

Credit risk on treasury transactions is minimized by operating a policy on the investment of surplus cash that generally restricts counterparties to those with an A credit rating or better or those providing adequate security.

Notwithstanding that counterparties must have an A credit rating or better, during periods of significant financial market turmoil, counterparty exposure limits are significantly reduced and counterparty credit exposure reviews are broadened to include the relative placing of credit default swap pricings.

The Group trades only with recognized, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures.

In respect of credit risk arising from financial assets, the Group’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments.

Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern. The capital structure consists of net debt, issued share capital and reserves totaling $1,014$1,382 million at December 31, 2010 (2009


F-63


$1,2412012 (2011 $1,085 million). The structure is managed to maintain an investment grade credit rating, to provide ongoing returns to shareholders and to service debt obligations, whilst maintaining maximum operational flexibility. A key characteristic of IHG’s managed and franchised business model is that it generates moreis highly cash than is required for investment in the business,generative, with a high return on capital employed. Surplus cash is either reinvested in the business, used to repay debt or returned to shareholders. The Group maintains a conservative level ofGroup’s debt which is monitored on the basis of a cashflow leverage ratio, being net debt divided by EBITDA.
EBITDA, with the objective of maintaining an investment grade credit rating.

Hedging

Interest rate risk

The Group hedges its interest rate risk by taking out interest rate swaps to fix the interest flows on between 25% and 75% of its net borrowings in major currencies, although 100% of interest flows were fixed at December 31, 2010.2012. At December 31, 2010,2012, the Group helddid not hold any interest rate swaps (swapping(2011 notional principals held of $100 million swapping floating for fixed) with notional principals of $100 million and €75 million (2009 $250 million and €75 million). The Group designates its interest rate swaps as cash flow hedges (see Note 23 for further details).

Foreign currency risk

The Group is exposed to foreign currency risk on income streams denominated in foreign currencies. From time to time, the Group hedges a portion of forecast foreign currency income by taking out forward exchange contracts. The designated risk is the spot foreign exchange risk. There were no such contracts in place at either December 31, 20102012 or December 31, 2009.

2011.

Hedge of net investment in foreign operations

The Group designates its foreign currency bank borrowings and currency derivatives as net investment hedges of foreign operations. The designated risk is the spot foreign exchange risk for loans and short dated

derivatives and the forward risk for the seven-year currency swaps. The interest on these financial instruments is taken through financial income or expense except for the seven-year currency swaps where interest is taken to the currency translation reserve.

At December 31, 2010,2012, the Group held currency swaps with a principal of $415 million (2009(2011 $415 million) and short dated foreign exchange swaps with principals of €75 million (2009 nil)(2011 €75 million) and HK$70$170 million (2009 nil). See(2011 $nil) (see Note 23 for further details.details). The maximum amount of foreign exchange derivatives held during the year as net investment hedges and measured at calendar quarter ends were currency swaps with a principal of $415 million (2009(2011 $415 million) and short dated foreign exchange swaps with principals of HK$280€75 million (2011 €100 million), and €75 million.

$350 million (2011 $100 million).

Hedge effectiveness is measured at calendar quarter ends. No ineffectiveness arose in respect of either the Group’s cash flow or net investment hedges during the current or prior year.


F-64


Liquidity risk

The following are the undiscounted contractual cash flows of financial liabilities, including interest payments:

                     
  Less than
 Between 1 and
 Between 2 and
 More than
  
  1 year 2 years 5 years 5 years Total
  ($ million)
 
At December 31, 2010
                    
Non-derivative financial liabilities:                    
Secured bank loans  1   5         6 
£250m 6% bonds  23   23   70   411   527 
Finance lease obligations  16   16   48   3,348   3,428 
Unsecured bank loans  201            201 
Trade and other payables  722   118   137   336   1,313 
Provisions  30      2      32 
Derivative financial liabilities:                    
Interest rate swaps  4   1         5 
Forward foreign exchange contracts  2            2 
Currency swaps - outflows  26   26   77   441   570 
Currency swaps - inflows  (23)  (23)  (70)  (411)  (527)
                     
                     
  Less than
 Between 1 and
 Between 2 and
 More than
  
  1 year 2 years 5 years 5 years Total
  ($ million)
 
At December 31, 2009
                    
Non-derivative financial liabilities:                    
Secured bank loans  3   1   5      9 
£250m 6% bonds  24   24   73   453   574 
Finance lease obligations  16   16   48   3,364   3,444 
Unsecured bank loans  512            512 
Trade and other payables  668   102   120   302   1,192 
Provisions  65            65 
Derivative financial liabilities:                    
Interest rate swaps  7   4   1      12 
Currency swaps - outflows  26   26   77   467   596 
Currency swaps - inflows  (24)  (24)  (73)  (453)  (574)
                     

   Less than
1 year
  Between 1 and
2 years
  Between 2 and
5 years
  More than
5 years
   Total 
   ($ million) 

At December 31, 2012

       

Non-derivative financial liabilities:

       

Secured bank loans

           5         5  

£250m 6% bonds 2016

   24    24    453         501  

£400m 3.875% bonds 2022

   25    25    75 ��  772     897  

Finance lease obligations

   16    16    48    3,316     3,396  

Trade and other payables

   709    154    191    285     1,339  

Provisions

   1    1             2  

Derivative financial liabilities:

       

Forward foreign exchange contracts

   (2               (2

Currency swaps — outflows

   26    26    467         519  

Currency swaps — inflows

   (24  (24  (453       (501
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 
   Less than
1 year
  Between 1 and
2 years
  Between 2 and
5 years
  More than
5 years
   Total 
   ($ million) 

At December 31, 2011

       

Non-derivative financial liabilities:

       

Secured bank loans

   5                 5  

£250m 6% bonds 2016

   23    23    456         502  

Finance lease obligations

   16    16    48    3,332     3,412  

Unsecured bank loans

   100                 100  

Trade and other payables

   707    123    135    324     1,289  

Provisions

   12    1    1         14  

Derivative financial liabilities:

       

Interest rate swaps

   1                 1  

Forward foreign exchange contracts

   (3               (3

Currency swaps — outflows

   26    26    492         544  

Currency swaps — inflows

   (23  (23  (456       (502
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Cash flows relating to unsecured bank loans are classified according to the maturity date of the loan drawdown rather than the facility maturity date.

Interest rate swaps are expected to affect profit or loss in the same periods that the cash flows are expected to occur.


F-65


Credit risk

The carrying amount of financial assets represents the maximum exposure to credit risk.

         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Equity securitiesavailable-for-sale
  87   71 
Loans and receivables:        
Cash and cash equivalents  78   40 
Other financial assets  48   64 
Trade and other receivables, excluding prepayments  324   295 
         
   537   470 
         

   At
December 31,
2012
   At
December 31,
2011
 
   ($ million) 

Equity securities available-for-sale

   112     112  

Derivative financial instruments

   2     3  

Loans and receivables:

    

Cash and cash equivalents

   195     182  

Other financial assets

   49     44  

Trade and other receivables, excluding prepayments

   362     327  
  

 

 

   

 

 

 
   720     668  
  

 

 

   

 

 

 

Fair values

The table below compares carrying amounts and fair values of the Group’s financial assets and liabilities.

                 
  At December 31, 2010 At December 31, 2009
  Carrying
   Carrying
  
  value Fair value value Fair value
  ($ million)
 
Financial assets
                
Equity securitiesavailable-for-sale* (Note 15)
  87   87   71   71 
Loans and receivables:                
Cash and cash equivalents (Note 18)  78   78   40   40 
Other financial assets (Note 15)  48   48   64   64 
Trade and other receivables, excluding prepayments (Note 17)  324   324   295   295 
                 
Financial liabilities
                
£250 million 6% bonds (Note 22)  (385)  (404)  (402)  (402)
Finance lease obligations (Note 22)  (206)  (217)  (204)  (206)
Other borrowings (Note 22)  (203)  (203)  (516)  (516)
Trade and other payables (Note 19)  (1,186)  (1,186)  (1,076)  (1,076)
Derivatives* (Note 23)  (44)  (44)  (20)  (20)
Provisions (Note 20)  (32)  (32)  (65)  (65)
                 

   At December 31, 2012  At December 31, 2011 
   Carrying
value
  Fair value  Carrying
value
  Fair value 
   ($ million) 

Financial assets

     

Equity securities available-for-sale* (Note 15)

   112    112    112    112  

Derivatives* (Note 23)

   2    2    3    3  

Loans and receivables:

     

Cash and cash equivalents (Note 18)

   195    195    182    182  

Other financial assets (Note 15)

   49    49    44    44  

Trade and other receivables, excluding prepayments (Note 17)

   362    362    327    327  
  

 

 

  

 

 

  

 

 

  

 

 

 

Financial liabilities

     

£250 million 6% bonds 2016 (Note 22)

   (403  (456  (384  (411

£400 million 3.875% bonds 2022 (Note 22)

   (638  (652        

Finance lease obligations (Note 22)

   (212  (268  (209  (268

Other borrowings (Note 22)

   (5  (5  (98  (98

Trade and other payables (Note 19)

   (1,272  (1,272  (1,204  (1,204

Derivatives* (Note 23)

   (19  (19  (39  (39

Provisions (Note 20)

   (2  (2  (14  (14
  

 

 

  

 

 

  

 

 

  

 

 

 

*Financial assets and liabilities which are measured at fair value.

The fair value of cash and cash equivalents approximates book value due to the short maturity of the investments and deposits. Equity securitiesavailable-for-sale and derivatives are held in the Consolidated statement of financial position at fair value as set out in Note 15 and Note 23. The fair value of other financial assets approximates book value based on prevailing market rates. The fair value of borrowings, excluding finance lease obligations and the fixed rate $250 million 6% bonds, approximates book value as interest rates reset to market rates on a frequent basis. The fair value of the £250 million 6%and £400 million bonds is based on thetheir quoted market price. The fair value of the finance lease obligations is calculated by discounting future cash flows at prevailing interest rates. The fair value of trade and other receivables, trade and other payables and current provisions approximates to their carrying value, including the future redemption liability of the Group’s loyalty program.


F-66


Fair value hierarchy

The Group uses the following valuation hierarchy to determine the carrying value of financial instruments that are measured at fair value:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

                                 
  At December 31, 2010 At December 31, 2009
  Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
  ($ million)
 
Assets
                                
Equity securitiesavailable-for-sale
  3      84   87   2      69   71 
                                 
Liabilities
                                
Derivatives     (44)     (44)     (20)     (20)
                                 

   At December 31, 2012  At December 31, 2011 
   Level 1   Level 2  Level 3   Total  Level 1   Level 2  Level 3   Total 

Assets

             

Equity securities available-for-sale

   18         94     112    15         97     112  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Derivatives

     —     2      —     2      —     3      —     3  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Liabilities

             

Derivatives

        (19       (19       (39       (39
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

There were no transfers between Level 1 and Level 2 fair value measurements during the year and no transfers into and out of Level 3.

The following table reconciles movements in instruments classified as Level 3 during the year:

         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million) ($ million)
 
At January 1,  69   68 
Additions  4    
Repaid  (5)   
Valuation gains recognized in other comprehensive income  16   11 
Impairment*     (10)
         
At December 31,
  84   69 
         

   At
December 31,
2012
  At
December 31,
2011
 
   ($ million)  ($ million) 

At January 1,

   97    84  

Additions

       1  

Repaid

   (1  (3

Valuation (losses)/gains recognized in other comprehensive income

   (2  16  

Impairment*

       (1
  

 

 

  

 

 

 

At December 31,

       94        97  
  

 

 

  

 

 

 

*The impairment charge recognized in the income statement in 2011 (see Note 5) also includes $1included $2 million (2009 $4 million) of losses reclassified from equity.

The Level 3 equity securities relate to investments in unlisted shares which are valued by applying an average price-earnings (P/E) ratio for a competitor group to the earnings generated by the investment.investment or by reference to share of net assets. A 10% increase in the average P/E ratio would result in a $4$5 million increase (2011 $5 million) in the fair value of the investments (2009 $5 million) and a 10% decrease in the average P/E ratio would result in a $4$5 million decrease (2011 $5 million) in the fair value of the investments. A 10% increase in net assets would result in a $2 million increase (2011 $3 million) in the fair value of the investments (2009 $5and a 10% decrease in net assets would result in a $2 million decrease (2011 $3 million).


F-67 in the fair value of the investments.


Note 22 — Loans and other borrowings

   At December 31, 2012   At December 31, 2011 
   Current   Non-current   Total   Current   Non-current   Total 
   ($ million) 

Secured bank loans

     —     5     5     5          5  

Finance lease obligations

   16     196     212     16     193     209  

£250 million 6% bonds 2016

        403     403       —     384     384  

£400 million 3.875% bonds 2022

        638     638                 

Unsecured bank loans

                       93     93  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total borrowings

   16     1,242     1,258     21     670     691  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Denominated in the following currencies:

            

Sterling

        1,041     1,041          384     384  

US dollars

   16     196     212     16     286     302  

Other

        5     5     5          5  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   16     1,242     1,258     21     670     691  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Note 22 —Loans and other borrowings
                         
  At December 31, 2010 At December 31, 2009
  Current Non-current Total Current Non-current Total
  ($ million)
 
Secured bank loans  1   4   5   3   5   8 
Finance leases  16   190   206   16   188   204 
£250 million 6% bonds     385   385      402   402 
Unsecured bank loans  1   197   198   87   421   508 
                         
Total borrowings  18   776   794   106   1,016   1,122 
                         
Denominated in the following currencies:                        
Sterling     385   385      402   402 
US dollars  16   287   303   103   348   451 
Euro     100   100      216   216 
Other  2   4   6   3   50   53 
                         
   18   776   794   106   1,016   1,122 
                         
Secured bank loans
These mortgages are

The New Zealand dollar mortgage is secured on the hotel propertiesproperty to which they relate. The rates of interest and currencies of these loans vary.

it relates.

Non-current amounts include $4$5 million (2009 $5 million)(2011 $nil) repayable by installments.

Finance leaseslease obligations

Finance lease obligations, which relate to the99-year lease (of which 93 years remain) on the InterContinental Boston, are payable as follows:

                 
  At December 31, 2010 At December 31, 2009
  Minimum
 Present
 Minimum
 Present
  lease
 value of
 lease
 value of
  payments payments payments payments
  ($ million)
 
Less than one year  16   16   16   16 
Between one and five years  64   48   64   48 
More than five years  3,348   142   3,364   140 
                 
   3,428   206   3,444   204 
Less: amount representing finance charges  (3,222)     (3,240)   
                 
   206   206   204   204 
                 

   At December 31, 2012   At December 31, 2011 
   Minimum
lease
payments
  Present
value of
payments
   Minimum
lease
payments
  Present
value of
payments
 
   ($ million) 

Less than one year

   16    16     16    16  

Between one and five years

   64    48     64    48  

More than five years

   3,316    148     3,332    145  
  

 

 

  

 

 

   

 

 

  

 

 

 
   3,396    212     3,412    209  

Less: amount representing finance charges

   (3,184       (3,203    
  

 

 

  

 

 

   

 

 

  

 

 

 
   212    212     209    209  
  

 

 

  

 

 

   

 

 

  

 

 

 

The Group has the option to extend the term of the lease for two additional 20-year terms. Payments under the lease step up at regular intervals over the lease term.

£250 million 6% bonds 2016

The 6% fixed interest sterling bonds were issued on December 9, 2009 and are repayable in full on December 9, 2016. Interest is payable annually on December 9, in each year commencing December 9, 2010 to the maturity date. The bonds were initially priced at 99.465% of face value and are unsecured. Currency swaps were transacted at the same time the bonds were issued in order to swap its proceeds and interest flows into US dollars (see Note 23 for further details).


F-68


£400 million 3.875% bonds 2022

The 3.875% fixed interest sterling bonds were issued on November 28, 2012 and are repayable on November 28, 2022. Interest is payable annually on November 28 in each year commencing November 28, 2013 to the maturity date. The bonds were initially priced at 98.787% of face value and are unsecured.

Unsecured bank loans

Unsecured bank loans are borrowings under the Group’s Syndicated Facility and its short-term bilateral loan and overdraft facilities. Amounts are classified as non-current when the facilities have more than 12 months to expiry.The Syndicated Facility comprises a $1.07 billion five-year revolving credit facility that matures in November 2016. These facilities contain financial covenants and, as at the end of the reporting period, the Group was not in breach of these covenants, nor had any breaches or defaults occurred during the year. At January 1, 2009Borrowings under the Group had accessfacilities are classified as non-current when the facilities have more than 12 months to a $0.5 billion term loan with a30-month maturity and a $1.6 billion five-year revolving credit facility. In December 2009, $415 million ofexpiry. The facility was undrawn at the term loan was repaid with proceeds from the bond issue and the remaining $85 million was repaid in September 2010. The $1.6 billion revolving credit facility matures in May 2013.

year end.

Facilities provided by banks

                         
  At December 31, 2010 At December 31, 2009
  Utilized Unutilized Total Utilized Unutilized Total
  ($ million)
 
Committed  205   1,400   1,605   519   1,174   1,693 
Uncommitted  1   52   53   3   22   25 
                         
   206   1,452   1,658   522   1,196   1,718 
                         
         
  At December 31,
  2010 2009
  ($ million)
 
Unutilized facilities expire:        
Within one year  52   22 
After two but before five years  1,400   1,174 
         
   1,452   1,196 
         

   At December 31, 2012   At December 31, 2011 
   Utilized   Unutilized   Total   Utilized   Unutilized   Total 
   ($ million) 

Committed

   5     1,070     1,075     105     970     1,075  

Uncommitted

       —     96     96          79     79  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   5     1,166     1,171     105     1,049     1,154  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   At December 31, 
       2012           2011     
   ($ million) 

Unutilized facilities expire:

    

Within one year

   96     79  

After two but before five years

   1,070     970  
  

 

 

   

 

 

 
   1,166     1,049  
  

 

 

   

 

 

 

Utilized facilities are calculated based on actual drawings and may not agree to the carrying value of loans held at amortized cost.

Note 23 —Derivative financial instruments
         
  At December 31,
    2009
  2010 restated*
  ($ million)
 
Currency swaps  38   13 
Interest rate swaps  4   7 
Forward foreign exchange contracts  2    
       
   44   20 
         
Analyzed as:        
Current liabilities  6   7 
Non-current liabilities  38   13 
         
   44   20 
         
*Restated for a $13 million reclassification from current liabilities to non-current liabilities.

Note 23 — Derivative financial instruments

   At December 31, 
       2012          2011     
   ($ million) 

Currency swaps

     19    39  

Forward foreign exchange contracts

   (2  (3
  

 

 

  

 

 

 
   17    36  
  

 

 

  

 

 

 

Analyzed as:

   

Current assets

   (2  (3

Non-current liabilities

   19    39  
  

 

 

  

 

 

 
   17    36  
  

 

 

  

 

 

 

Derivatives are recorded at their fair values, estimated using discounted future cash flows taking into consideration interest and exchange rates prevailing on the last day of the reporting period.


F-69


Currency swaps

At December 31, 2010,2012, the Group held currency swaps with a principal of $415 million (2009(2011 $415 million). These swaps were transacted at the same time as the £250 million 6% bonds were issued in December 2009 in order to swap the bonds’ proceeds and interest flows into US dollars. Under the terms of the swaps, $415 million was borrowed and £250 million deposited for seven years at a fixed exchange rate of 1.66.£1 = $1.66. The fair value of the currency swap comprises two components; $27components: $11 million (2009 $10(2011 $29 million) relating to the repayment of the underlying principal and $11$8 million (2009 $3(2011 $10 million) relating to interest payments. The element relating to the underlying principal is disclosed as a component of net debt (see Note 24). The currency swaps are designated as net investment hedges.

Interest rate swaps

At December 31, 2010,2012, the Group helddid not hold any interest rate swaps with(2011 notional principals held of $100 million and €75 million (2009 $250 million and €75 million). These swaps are held to fix the interest payable on borrowings under the Syndicated Facility; at December 31, 2010,2011, $100 million of US dollar borrowings were fixed at 1.99% until May 2012 and €75 million of euro borrowings were fixed at 5.25% until June 2011.2012. The interest rate swaps have been designated as cash flow hedges.

Forward foreign exchange contracts

At December 31, 2010,2012, the Group held short dated foreign exchange swaps with principals of €75 million and HK$70$170 million (2009 nil)(2011 €75 million). The swaps are used to manage US dollarsterling surplus cash and reduce euro and Hong KongUS dollar borrowings whilst maintaining operational flexibility. The foreign exchange swaps have been designated as net investment hedges.

Note 24 —Net debt
         
    At
  At
 December 31,
  December 31,
 2009
  2010 restated*
  ($ million)
 
Cash and cash equivalents  78   40 
Loans and other borrowings — current  (18)  (106)
Loans and other borrowings — non-current  (776)  (1,016)
Derivatives hedging debt values (Note 23)  (27)  (10)
         
Net debt
  (743)  (1,092)
         
*With effect from January 1, 2010, net debt includes the exchange element of the fair value of currency swaps that fix the value of the Group’s £250 million 6% bonds at $415 million. An equal and opposite exchange adjustment on the retranslation of the £250 million 6% bonds is included in non-current loans and other borrowings. Comparatives have been restated on a consistent basis.


F-70


Note 24 — Net debt

   At December 31,
2012
  At December 31,
2011
 
   ($ million) 

Cash and cash equivalents

   195    182  

Loans and other borrowings — current

   (16  (21

Loans and other borrowings — non-current

   (1,242  (670

Derivatives hedging debt values (Note 23)

   (11  (29
  

 

 

  

 

 

 

Net debt

   (1,074  (538
  

 

 

  

 

 

 

   Year ended
December 31,
2012
  Year ended
December 31,
2011
 
   ($ million) 

Movement in net debt

   

Net increase in cash and cash equivalents

   15    107  

Add back cash flows in respect of other components of net debt:

   

Issue of long-term bonds

   (632    

Decrease in other borrowings

   99    119  
  

 

 

  

 

 

 

(Increase)/decrease in net debt arising from cash flows

   (518  226  

Non-cash movements:

   

Finance lease obligations

   (3  (3

Exchange and other adjustments

   (15  (18
  

 

 

  

 

 

 

(Increase)/decrease in net debt

   (536  205  

Net debt at beginning of the year

   (538  (743
  

 

 

  

 

 

 

Net debt at end of the year

   (1,074  (538
  

 

 

  

 

 

 

Net debt includes the exchange element of the fair value of currency swaps that fix the value of the Group’s £250 million 6% bonds at $415 million. An equal and opposite exchange adjustment on the retranslation of the £250 million 6% bonds is included in non-current loans and other borrowings.

         
    Year ended
  Year ended
 December 31,
  December 31,
 2009
  2010 restated*
  ($ million)
 
Movement in net debt
        
Net increase/(decrease) in cash and cash equivalents  51   (44)
Add back cash flows in respect of other components of net debt:        
Issue of £250m 6% bonds     (411)
Decrease in other borrowings  292   660 
         
Decrease in net debt arising from cash flows  343   205 
Non-cash movements:        
Finance lease liability  (2)  (2)
Exchange and other adjustments  8   (22)
         
Decrease in net debt  349   181 
Net debt at beginning of the year  (1,092)  (1,273)
         
Net debt at end of the year
  (743)  (1,092)
         
*With effect from January 1, 2010, net debt includes the exchange element of the fair value of currency swaps that fix the value of the Group’s £250 million 6% bonds at $415 million. An equal and opposite exchange adjustment on the retranslation of the £250 million 6% bonds is included in non-current loans and other borrowings. Comparatives have been restated on a consistent basis.
Note 25 —

Note 25 — Deferred tax

                             
            Other
  
  Property,
 Deferred
       short-term
  
  plant and
 gains on
   Employee
 Intangible
 temporary
  
  equipment loan notes Losses benefits assets differences Total
  ($ million)
 
At January 1, 2009  226   142   (141)  (33)  28   (101)  121 
Income statement  (43)     6   (1)  1   (59)  (96)
Statement of comprehensive income           (1)        (1)
Statement of changes in equity                 (6)  (6)
Exchange and other adjustments  6   9   (11)     2   (1)  5 
                             
At December 31, 2009  189   151   (146)  (35)  31   (167)  23 
Income statement  24   (3)  (12)  11   6   (9)  17 
Statement of comprehensive income           (22)     (2)  (24)
Statement of changes in equity                 (12)  (12)
Exchange and other adjustments  (8)  (4)  8   (1)  (2)  (1)  (8)
                             
At December 31, 2010
  205   144   (150)  (47)  35   (191)  (4)
                             
         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Analyzed as:        
Deferred tax assets  (88)  (95)
Deferred tax liabilities  84   118 
         
   (4)  23 
         

F-71


   Property,
plant and
equipment
  Deferred
gains on
loan notes
  Losses  Employee
benefits
  Intangible
assets
  Other
short-term
temporary
differences
  Total 
   ($ million) 

At January 1, 2011

   205    144    (150  (47  35    (191  (4

Income statement

   19    (7  17        1    29    59  

Statement of comprehensive income

               (12      1    (11

Statement of changes in equity

                       9    9  

Exchange and other adjustments

   (3              2    (1  (2
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2011

   221    137    (133  (59  38    (153  51  

Income statement

   12    (26  (74  6    (6  (1  (89

Statement of comprehensive income

               (6      1    (5

Statement of changes in equity

               (4      (1  (5

Exchange and other adjustments

   3    3    (8      1    (1  (2
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2012

   236    114    (215  (63  33    (155  (50
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   At
December 31,
2012
  At
December 31,
2011
 
   ($ million) 

Analyzed as:

   

Deferred tax assets

   (204  (106

Deferred tax liabilities

   93    97  

Liabilities held for sale

   61    60  
  

 

 

  

 

 

 
   (50  51  
  

 

 

  

 

 

 

Deferred gains on loan notes includes $55 million (2009(2011 $55 million) which is expected to fall due for payment in 2016.

The deferred tax asset of $150 million (2009 $146 million) recognized in respect of losses of $215 million (2011 $133 million) includes $113$78 million (2009 $97(2011 $104 million) in respect of capital losses available to be utilized against the realization of capital gains which are recognized as a deferred tax liability and $37$137 million (2009 $49(2011 $29 million) in respect of revenue tax losses. Deferred tax assets of $88$22 million (2011 $44 million) are recognized in relation to legal entities which suffered a tax loss in the current or preceding period. These assets are recognized based upon future taxable profit forecasts for the entities concerned.

Tax losses with a net tax value of $411$272 million (2009 $517(2011 $358 million), including capital losses with a value of $148$140 million (2009 $196(2011 $134 million), have not been recognized. These losses may be carried forward indefinitely with the exception of $16$11 million which expires after sixfour years (2009and $1 million which expires after 15eight years (2011 $11 million which expires after five years and $1 million which expires after nine years and $14 million which expires after sevensix years). Deferred tax assets with a net tax value of $nil (2009 $9 million) in respect of share-based payments, $15$32 million (2009 $13(2011 $29 million) in respect of employee benefits, up to $34 million (2011 $34 million) in respect of foreign tax credits and $5$53 million (2009 $7(2011 $52 million) in respect of other items have not been recognized. These losses and other deferred tax assets have not been recognized as the Group does not currently anticipate being able to offset these against future profits or gains in order to realize any economic benefit in the foreseeable future. However, future benefits may arise depending on future profits arisingas a result of resolving tax uncertainties, or on the outcomeas a consequence of EU case law and legislative developments.

developments which make the value of assets more certain.

At December 31, 20102012 the Group has not provided deferred tax in relation to temporary differences associated with post-acquisition undistributed earnings of subsidiaries as the Group is in a position to control the timing of reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future. Following the introduction of a UK dividend exemption regime, theThe tax which would arise upon reversal of the temporary differences is not expected to exceed $20 million.

million (2011 $20 million).

Other short-term temporary differences relate primarily to provisions, and accruals, amortization and share-based payments.

Note 26 —Share-based payments

Note 26 — Share-based payments

Annual Bonus Plan

The IHG Annual Bonus Plan (“ABP”) enables eligible employees, including Executive Directors, to receive all or part of their bonus in the form of shares together with, in certain cases, a matching award of free shares of up to half the deferred amount.shares. The bonus and any matchingdeferred shares awarded are released on the third anniversary of the award date. The bonuses in 2007 were eligible for matching shares, all of which will be released on the third anniversary of the award date. In 2007, participants could defer up to 100% of the total annual bonus, with the deferred amount being accounted for as a share-based payment. Under the terms of the 2008, 2009 and 2010 plans,current plan, a fixed percentage of the bonus is awarded in the form of shares with no voluntary deferral and no matching shares. The awards in all of the plans are conditional on the participants remaining in the employment of a participating company or leaving for a qualifying reason as per the plan rules. Participation in the Annual Bonus PlanABP is at the discretion of the Remuneration Committee. The number of shares is calculated by dividing a specific percentage of the participant’s annual performance-related bonus by the middle market quoted prices on the three consecutive dealing days immediately preceding the date of grant. A number of executives participated in the plan during the year however, noand conditional rights over 340,924 (2011 528,213, 2010 nil) shares (2009 1,058,734, 2008 661,657) were awarded to participants. In 2009 this number included 228,000 shares awarded as part of recruitment terms or for one-off individual performance-related awards.

participants

Long Term Incentive Plan

The Long Term Incentive Plan (“LTIP”) allows Executive Directors and eligible employees to receive share awards, subject to the satisfactionachievement of performance conditions, set by the Remuneration Committee, which are normally measured over a three-year period. Awards are normally made annually and, except in exceptional circumstances, will not exceed three times salary for Executive Directors and four times salary in the case of other eligible employees. During the year, conditional rights over 2,602,773 (2009 5,754,548, 2008 5,060,509)2,698,714 (2011 3,257,364, 2010 2,602,773) shares were


F-72


awarded to employees under the plan. The plan provides for the grant of “nil cost options” to participants as an alternative to conditional share awards.

Executive Share Option Plan

For options granted, the option price is not less than the market value of an ordinary share, or the nominal value if higher. The market value is the quoted price on the business day preceding the date of grant, or the average of the middle market quoted prices on the three consecutive dealing days immediately preceding the date of grant. A performance condition has to be met before options can be exercised. The performance condition is set by the Remuneration Committee. The plan was not operated during 20102012 and no options were granted in the year under the plan. The latest date that any options may be exercised is April 4, 2015.

Sharesave Plan

The Sharesave Plan is a savings plan whereby employees contract to save a fixed amount each month with a savings institution for three or five years. At the end of the savings term, employees are given the option to purchase shares at a price set before savings began. The Sharesave Plan, when operational, is available to all UK employees (including Executive Directors) employed by participating Group companies provided that they have been employed for at least one year. The plan provides for the grant of options to subscribe for ordinary shares at the higher of nominal value and not less than 80% of the middle market quotations of the ordinary shares on the three dealing days immediately preceding the invitation date. The plan was not operated during 20102012 and no options were granted in the year under the plan. There were no options outstanding at January 1, 2010.

US Employee Stock Purchase Plan

The US Employee Stock Purchase Plan will allow eligible employees resident in the United States an opportunity to acquire Company American Depositary Shares (“ADS”s) on advantageous terms. The option to purchase ADSs may be offered only to employees of designated subsidiary companies. The option price may not be less than the lesser of either 85% of the fair market value of an ADS on the date of grant or 85% of the fair market value of an ADS on the date of exercise. Options granted under the plan must generally be exercised within 27 months from the date of grant. The plan was not operated during 20102012 and at December 31, 20102012 no options had been granted under the plan.

Former Six Continents Share Schemes

Under the terms of the separation of Six Continents PLC in 2003, holders of options under the Six Continents Executive Share Option Schemes were given the opportunity to exchange their Six Continents PLC options for equivalent value new options over IHG shares. As a result of this exchange, 23,195,482 shares were put under option at prices ranging from 308.5 pence to 593.3 pence. The exchanged options were immediately exercisable and are not subject to performance conditions. During 2010, 1,016,572 (2009 380,457)2012, 352,115 (2011 397,943) such options were exercised and 82,076 (2009 43,088)106,699 (2011 45,655) lapsed, leaving a total of 902,412 (2009 2,001,060)no such options outstanding at prices ranging from 308.5 pence to 434.2 pence. The latest date that any options may be exercised is October 3, 2012.


F-73

December 31, 2012 (2011 458,814).


The Group recognized a cost of $32 million (2009 $22 million 2008 $47(2011 $25 million, 2010 $32 million) in operating profit and $1 million (2009 $2 million, 2008 $2(2011 $nil, 2010 $1 million) within exceptional administrative expenses related to equity-settled share-based payment transactions during the year.
year, net of amounts borne by the System Fund.

The aggregate consideration in respect of ordinary shares issued under option schemes during the year was $10 million (2011 $8 million, 2010 $19 million (2009 $11 million, 2008 $2 million).

The following table sets forth awards and options granted during 2010.2012. No awards were granted under the Annual Bonus Plan, Executive Share Option Plan, Sharesave Plan or US Employee Stock Purchase Plan during the year.

Long Term
Incentive Plan
Number of shares awarded in 20102,602,773

   ABP   LTIP 

Number of shares awarded in 2012

   340,924     2,698,714  
  

 

 

   

 

 

 

The Group uses separate option pricing models and assumptions depending on the plan. The following tables set forthout information about optionsawards granted in 2010, 20092012, 2011 and 2008:

2010:

2012

  ABP  LTIP 
Valuation model  Binomial  Monte Carlo
Simulation and
Binomial
 

Weighted average share price (pence)

   1,440.0    1,440.0  

Expected dividend yield

   2.95  2.99

Risk-free interest rate

    0.59

Volatility*

    31

Term (years)

   3.0    3.0  
  

 

 

  

 

 

 

2011

  ABP  LTIP 
Valuation model  Binomial  

Monte Carlo

Simulation and
Binomial

 

Weighted average share price (pence)

   1,415.0    1,281.0  

Expected dividend yield

   2.14  2.78

Risk-free interest rate

    1.88

Volatility*

    39

Term (years)

   3.0    3.0  
  

 

 

  

 

 

 

2010

     
LTIP Long Term
2010
Incentive Plan
Valuation model  Monte Carlo
   Monte Carlo
Simulation and
Binomial
 

Weighted average share price (pence)

   1,033.0  

Expected dividend yield

   3.10%

Risk-free interest rate

   1.83%

Volatility*

   41%

Term (years)

   3.0  
         
  Annual
 Long Term
2009
 Bonus Plan Incentive Plan
Valuation model Binomial Monte Carlo
    Simulation and
    Binomial
 
Weighted average share price (pence)  454.0   612.0 
Expected dividend yield  4.89%  5.26%
Risk-free interest rate      2.11%
Volatility*      43%
Term (years)  3.0   3.0 
         
  Annual
 Long Term
2008
 Bonus Plan Incentive Plan
Valuation model Binomial Monte Carlo
    Simulation and
    Binomial
 
Weighted average share price (pence)  836.0   865.0 
Expected dividend yield  3.33%  2.76%
Risk-free interest rate      4.78%
Volatility*      30%
Term (years)  3.0   3.0 

*The expected volatility was determined by calculating the historical volatility of the Company’s share price corresponding to the expected life of the share award.


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Movements in the awards and options outstanding under the schemes are as follows:
         
  Annual
 Long Term
  Bonus Plan Incentive Plan
  Number of shares Number of shares
  (thousands)
 
Outstanding at January 1, 2008  1,104   11,463 
Granted  662   5,061 
Vested  (472)  (2,752)
Lapsed or canceled  (5)  (2,619)
         
Outstanding at December 31, 2008  1,289   11,153 
Granted  1,059   5,755 
Vested  (434)  (3,124)
Lapsed or canceled  (60)  (1,518)
         
Outstanding at December 31, 2009  1,854   12,266 
Granted     2,603 
Vested  (580)  (1,500)
Lapsed or canceled     (2,027)
         
Outstanding at December 31, 2010
  1,274   11,342 
         
Fair value of awards granted during the year (cents)
        
At December 31, 2010  n/a*  1,181.9 
At December 31, 2009  735.6   414.1 
At December 31, 2008  1,436.0   870.4 
Weighted average remaining contract life (years)
        
At December 31, 2010  0.7   1.0 
At December 31, 2009  1.3   1.3 
At December 31, 2008  1.6   1.2 
No awards were granted during the year.

   ABP  LTIP 
   Number of shares  Number of shares 
   (thousands) 

Outstanding at January 1, 2010

   1,854    12,266  

Granted

       2,603  

Vested

   (580  (1,500

Lapsed or canceled

       (2,027
  

 

 

  

 

 

 

Outstanding at December 31, 2010

   1,274    11,342  

Granted

   528    3,257  

Vested

   (702  (3,454

Lapsed or canceled

   (150  (2,115
  

 

 

  

 

 

 

Outstanding at December 31, 2011

   950    9,030  

Granted

   341    2,699  

Vested

   (643  (2,621

Share capital consolidation

   (18    

Lapsed or canceled

   (8  (1,948
  

 

 

  

 

 

 

Outstanding at December 31, 2012

   622    7,160  
  

 

 

  

 

 

 

Fair value of awards granted during the year (cents)

   

At December 31, 2012

   2,199.8    792.5  

At December 31, 2011

   2,141.1    819.7  

At December 31, 2010

   N/A  1,181.9  

Weighted average remaining contract life (years)

   

At December 31, 2012

   1.6    1.2  

At December 31, 2011

   0.9    1.0  

At December 31, 2010

   0.7    1.0  

The above awards do not vest until the performance and service conditions have been met.


F-75


  Number of
Shares
  Range of
option prices
  Weighted
average
option price
 
  (thousands)  (pence)  (pence) 

Executive Share Option Plan

   

Outstanding at January 1, 2010

  5,870    308.5-619.8    482.8  

Exercised

  (2,497  349.1-619.8    478.6  

Lapsed or canceled

  (82  349.1    349.1  
 

 

 

  

 

 

  

 

 

 

Outstanding at December 31, 2010

  3,291    308.5-619.8    489.3  

Exercised

  (1,075  308.5-619.8    476.5  

Lapsed or canceled

  (46  422.8    422.8  
 

 

 

  

 

 

  

 

 

 

Outstanding at December 31, 2011

  2,170    308.5-619.8    497.0  

Exercised

  (1,365  308.5-619.8    492.8  

Lapsed or canceled

  (107  434.2    434.2  
 

 

 

  

 

 

  

 

 

 

Outstanding at December 31, 2012

  698    438.0-619.8    514.8  
 

 

 

  

 

 

  

 

 

 

Options exercisable

   

At December 31, 2012

  698    438.0-619.8    514.8  
 

 

 

  

 

 

  

 

 

 

At December 31, 2011

  2,170    308.5-619.8    497.0  
 

 

 

  

 

 

  

 

 

 

At December 31, 2010

  3,291    308.5-619.8    489.3  
 

 

 

  

 

 

  

 

 

 

                         
  Sharesave Plan Executive Share Option Plan
      Weighted
     Weighted
  Number of
 Range of
 average
 Number of
 Range of
 average
  shares option prices option price shares option prices option price
  (thousands) (pence) (pence) (thousands) (pence) (pence)
 
Outstanding at January 1, 2008  57   420.5   420.5   8,194   308.5-619.8   487.4 
Exercised  (3)  420.5   420.5   (353)  434.2-619.8   543.6 
Lapsed or canceled  (5)  420.5   420.5   (206)  349.1-593.2   431.3 
                         
Outstanding at December 31, 2008  49   420.5   420.5   7,635   308.5-619.8   486.3 
Exercised  (48)  420.5   420.5   (1,518)  308.5-619.8   496.2 
Lapsed or canceled  (1)  420.5   420.5   (247)  438.0-619.8   509.9 
                         
Outstanding at December 31, 2009           5,870   308.5-619.8   482.8 
Exercised           (2,497)  349.1-619.8   478.6 
Lapsed or canceled           (82)  349.1   349.1 
                         
Outstanding at December 31, 2010
           3,291   308.5-619.8   489.3 
                         
Options exercisable
                        
At December 31, 2010           3,291   308.5-619.8   489.3 
                         
At December 31, 2009           5,870   308.5-619.8   482.8 
                         
At December 31, 2008           7,635   308.5-619.8   486.3 
                         
Included within the options outstanding under the Executive Share Option Plan are options over 902,412 (2009 2,001,060, 2008 2,424,605)nil (2011 458,814, 2010 902,412) shares that have not been recognized in accordance with IFRS 2 as the options were granted on or before November 7, 2002. These options, relating to former Six Continents share schemes, have not been subsequently modified and therefore do not need to be accounted for in accordance with IFRS 2.

The weighted average share price at the date of exercise for share options vested during the year was 1,063.81,409.5 pence. The closing share price on December 31, 20102012 was 1,243.01,707.0 pence and the range during the year was 887.01,157.0 pence to 1,266.01,725.0 pence per share.

Summarized information about options outstanding at December 31, 20102012 under the share option schemes is as follows:

             
  Options outstanding and exercisable
    Weighted
  
    average
 Weighted
  Number
 remaining
 average
  outstanding contract life option price
  (thousands) (years) (pence)
 
Range of exercise prices (pence)
            
Executive Share Option Plan
            
308.5  12   1.8   308.5 
422.8 to 494.2  2,676   2.4   460.7 
619.8  603   4.3   619.8 
             
   3,291   2.7   489.3 
             

F-76


   Options outstanding and exercisable 

Range of exercise prices

  Number
outstanding
   Weighted
average
remaining
contract life
   Weighted
average
option price
 
(pence)  (thousands)   (years)   (pence) 

Executive Share Option Plan

      

438.0

   66     0.4     438.0  

491.8 to 494.2

   487     1.2     493.9  

619.8

   145     2.3     619.8  
  

 

 

   

 

 

   

 

 

 
   698     1.3     514.8  
  

 

 

   

 

 

   

 

 

 

Note 27 — Operating leases

Note 27 —Operating leases
During the year ended December 31, 2012, $64 million (2011 $64 million, 2010 $53 million (2009 $51 million, 2008 $61 million) was recognized as an expense in the Consolidated income statement in respect of operating leases, net of amounts borne directly by the System Fund.
Total commitments The expense includes contingent rents of $19 million (2011 $18 million, 2010 $8 million).

Future minimum lease payments under non-cancelable operating leases are as follows:

         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Due within one year  50   51 
One to two years  40   44 
Two to three years  36   38 
Three to four years  31   37 
Four to five years  25   30 
More than five years  323   309 
         
   505   509 
         

   At
December 31,
2012
   At
December 31,
2011
 
   ($ million) 

Due within one year

   47     46  

One to two years

   34     41  

Two to three years

   25     32  

Three to four years

   22     23  

Four to five years

   22     21  

More than five years

   237     255  
  

 

 

   

 

 

 
   387     418  
  

 

 

   

 

 

 

In addition, in certain circumstances the Group is committed to making additional lease payments that are contingent on the performance of the hotels that are being leased.

The average remaining term of these leases, which generally contain renewal options, is approximately 2119 years (2009(2011 19 years). No material restrictions or guarantees exist in the Group’s lease obligations.

Included above are commitments of $12 million (2009 $8 million) which will be borne by the System Fund.

Total future minimum rentals expected to be received under non-cancellablenon-cancelable sub-leases are $17$10 million (2009 $20(2011 $14 million).

Note 28 —Capital and other commitments
         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Contracts placed for expenditure on property, plant and equipment and intangible assets not provided for in the Consolidated Financial Statements   14     9 
         
Note 29 —Contingencies
         
  At
 At
  December 31,
 December 31,
  2010 2009
  ($ million)
 
Contingent liabilities not provided for in the Consolidated Financial Statements    1    16 
         

Note 28 — Capital and other commitments

   At
December 31,
2012
   At
December 31,
2011
 
   ($ million) 

Contracts placed for expenditure on property, plant and equipment and intangible assets not provided for in the Consolidated Financial Statements

           81             14  
  

 

 

   

 

 

 

The Group has also committed to invest up to $60 million in two investments accounted for under the equity method of which $37 million had been spent at December 31, 2012.

Note 29 — Contingencies

   At
December 31,
2012
   At
December 31,
2011
 
   ($ million) 

Contingent liabilities not provided for in the Consolidated Financial Statements

           25             8  
  

 

 

   

 

 

 

In limited cases, the Group may provide performance guarantees to third-party hotel owners to secure management contracts. The maximum unprovided exposure under such guarantees was $90is $50 million at December 31, 2010 (2009 $1062012 (2011 $42 million).

As of December 31, 2010,2012, the Group had outstanding letters of credit of $54$38 million (2009 $54(2011 $51 million) mainly relating to self insurance programs.

The Group may guarantee loans made to facilitate third-party ownership of hotels in which the Group has an equity interest and also a management contract. As of December 31, 2010,2012, there were no such guarantees in place (2009 $22 million)(2011 $nil).

From time to time, the Group is subject to legal proceedings the ultimate outcome of each being always subject to many uncertainties inherent in litigation. In particular, the Group is currently subject to an Office of Fair Trading enquiry in the UK and class action law suits in the US. Additionally, on August 10, 2012, the former owner of a hotel in China filed an arbitration notice with the International Economic and Trade Arbitration Commission Shanghai Committee (“CIETAC Shanghai”) containing numerous allegations in connection with the termination of a hotel management agreement and seeking damages from a Group company, Inter-Continental Hotels Corporation (“IHC”). IHC has subsequently filed with the International Economic and Trade Arbitration Commission in Beijing (“CIETAC Beijing”) a parallel claim against the owner for breach of contract. On March 22, 2013, CIETAC Shanghai ruled in the owner’s favor and granted an award of RMB 150,379,000 (approximately $24 million) against IHC. IHC’s parallel claim against the owner has not yet been determined. IHC intends to pursue all available means of appeal against CIETAC Shanghai’s ruling. IHC also intends to pursue vigorously its parallel claim in CIETAC Beijing. At this time, the Directors do not believe that it is more likely than not that the arbitral award will be paid and as such, no provision for the amount has been recognized. An amount of $24 million relating to the award has been included in contingencies.

The Group has also given warranties in respect of the disposal of certain of its former subsidiaries. It is the view of the Directors that, other than to the extent that liabilities have been provided for in these financial statements, such legal proceedings and warranties areFinancial Statements or recognized in contingencies, it is not expectedpossible to result in material financialquantify any loss to which these proceedings or claims under these warranties may give rise, however, as at the Group.


F-77date of reporting, the Group does not believe that the outcome of these matters will have a material effect on the Group’s financial position.


Note 30 — Related party disclosures

   Year ended December 31, 
   2012   2011   2010 
   ($ million) 

Total compensation of key management personnel

      

Short-term employment benefits

   20.0     18.8     13.6  

Post-employment benefits

   0.8     0.8     0.6  

Termination benefits

   0.6     1.4       

Equity compensation benefits

   8.6     8.1     9.4  
  

 

 

   

 

 

   

 

 

 
   30.0     29.1     23.6  
  

 

 

   

 

 

   

 

 

 

Note 30 —Related party disclosures
Key management personnel comprises the Board and Executive Committee.
             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Total compensation of key management personnel
            
Short-term employment benefits  13.6   9.8   18.4 
Post-employment benefits  0.6   0.6   0.7 
Termination benefits     0.8    
Equity compensation benefits  9.4   9.5   12.8 
             
   23.6   20.7   31.9 
             
There were no other transactions with key management personnel during the years ended December 31, 2010, 20092012, 2011 or 2008.
Note 31 —System Fund
2010.

Related party disclosures for associates and joint ventures are included in Note 14.

Key management personnel comprises the Board and Executive Committee.

Note 31 — System Fund

The Group operates a System Fund (the “Fund”) to collect and administer assessments and contributions from hotel owners for specific use in marketing, the Priority Club Rewards loyalty program and the global reservation system. The Fund and loyalty program are accounted for in accordance with the accounting policies set out onpage F-21.

The following information is relevant to the operation of the Fund:

             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Income:*            
Assessment fees and contributions received from hotels   944    875    914 
Proceeds from sale of Priority Club Rewards points  106   133   76 
Key elements of expenditure:*            
Marketing  170   165   211 
Priority Club  250   210   212 
Payroll costs  167   152   155 
Net (deficit)/surplus for the year*  (51)  43   10 
Interest payable to the Fund  2   2   12 
             

   Year ended December 31, 
   2012   2011   2010 
   ($ million) 

Income:*

      

Assessment fees and contributions received from hotels

   1,106     1,025     944  

Proceeds from sale of Priority Club Rewards points

   144     128     106  

Key elements of expenditure:*

      

Marketing

   250     203     170  

Priority Club

   250     232     250  

Payroll costs

   221     182     167  

Net surplus/(deficit) for the year*

   12     19     (51

Interest payable to the Fund

   2     1     2  
  

 

 

   

 

 

   

 

 

 

*Not included in the Consolidated income statement in accordance with the Group’s accounting policies.

The payroll costs above relate to 3,927 (2008 4,019, 2008 3,853)4,431 (2011 3,885, 2010 3,927) employees of the Group whose costs are borne by the Fund.

The following liabilities relating to the Fund are included in the Consolidated statement of financial position:

             
  Year ended December 31,
  2010 2009 2008
  ($ million)
 
Cumulative short-term net surplus   20   71   28 
Loyalty program liability  531   470   471 
             
    551    541    499 
             

   Year ended December 31, 
   2012   2011   2010 
   ($ million) 

Cumulative short-term net surplus

   51     39     20  

Loyalty program liability

   623     578     531  
  

 

 

   

 

 

   

 

 

 
   674     617     551  
  

 

 

   

 

 

   

 

 

 

The net change in the loyalty program liability and System Fund surplus contributed an inflow of $10$57 million (2009 $42(2011 $66 million, 2008 $552010 $10 million) to the Group’s cash flow from operations.


F-78


Note 32 — Events after the reporting period

On January 22, 2013, the Group announced that it will receive $31 million in liquidated damages under an agreement with a hotel owner that will result in eight hotels leaving the IHG system on March 1, 2013. The payment was received in full on February 28, 2013.

INTERCONTINENTAL HOTELS GROUP PLC

VALUATION AND QUALIFYING ACCOUNTS

                     
    Additions
      
  Balance at
 charged to
     Balance at
  beginning
 costs and
 Exchange
   end of
  of period expenses differences Deductions period
  ($ million)
 
Year ended December 31, 2010
                    
Provisions for bad and doubtful debts  85   27      (54)  58 
Year ended December 31, 2009
                    
Provisions for bad and doubtful debts  110   34      (59)  85 
Year ended December 31, 2008
                    
Provisions for bad and doubtful debts  96   28      (14)  110 


S-1


   Balance at
beginning
of period
   Additions
charged to
costs and
expenses
   Exchange
differences
   Deductions  Balance at
end of
period
 
   ($ million) 

Year ended December 31, 2012

         

Provisions for bad and doubtful debts

   46     18          (17  47  

Year ended December 31, 2011

         

Provisions for bad and doubtful debts

   58     15          (27  46  

Year ended December 31, 2010

         

Provisions for bad and doubtful debts

   85     27          (54  58  

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing onForm 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

INTERCONTINENTAL HOTELS GROUP PLC
(Registrant)
By: /s/  Richard Solomons

INTERCONTINENTAL HOTELS GROUP PLC

(Registrant)

Name:     Richard Solomons
By:

/s/    Tom Singer

Name:Tom Singer
 Title:  Chief Financial Officer

Date: April 11, 2011

March 26, 2013