SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
(Mark One)
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
or
☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
or
☐ | 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 file number: 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 Ordinary Shares of 1917/21 pence each |
New York Stock Exchange 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 issuers classes of capital or common stock as of the close of the period covered by the annual report:
Ordinary Shares of 1917/21 pence each | 190,770,580 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☑ No ☐
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 ☐ No ☑
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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
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 in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☑ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Emerging growth company | ☐ |
If an emerging growth company that prepares its financial statements in accordance
with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to
Section 13(a) of the Exchange Act. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
US GAAP ☐ |
International Reporting Standards as issued by the International Standards Accounting Board ☑ |
Other ☐ |
If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No ☑
(Applicable only to Issuers involved in bankruptcy proceedings during the past five years).
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐No
With thousands of hotels
in more than 100 countries,
our purpose is to provide
True Hospitality for everyone.
Holiday Inn London Watford Junction, United Kingdom
IHG | Annual Report and Form 20-F 2018 | 1 |
We are one of the worlds leading hotel companies and our purpose is
to provide True Hospitality for everyone. By recognising and respecting
people and creating great guest experiences, we offer hotel brands
that are loved by millions of guests and preferred by owners. Through
our global reach we ensure True Hospitality also extends to our people,
the environment and local communities all around the world.
With our asset-light business model, we predominantly manage and franchise hotel brands, and grow our business by ensuring we have the right offer for both guests and owners, whatever their needs. Focused on high-growth industry segments and geographies, our strategy involves strengthening our established brands and capitalising on opportunities for our brand portfolio; building and leveraging scale; developing lifetime guest relationships; and delivering revenue to our hotels through the lowest-cost direct channels. Underpinning our entire strategy, our business model and partnerships is a clear commitment to operating responsibly, brought to life through our culture and talented colleagues.
Central to our success are the relationships we have with our employees, guests, and third-party hotel owners. Our focus is on: ensuring our high-quality owner proposition is competitive; operating our business with a targeted allocation of resources; and disciplined processes and risk controls. This enables us to drive sustainable growth in our profitability and deliver superior shareholder returns over the long term. |
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Our brands
Mainstream
Upscale
Luxury
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2 | IHG | Annual Report and Form 20-F 2018 |
a | restated to reflect the adoption of IFRS 15 (see pages 109 to 113) in the Financial Statements. |
b | Use of Non-GAAP measures |
In addition to performance measures directly observable in the Group Financial Statements (IFRS measures), additional financial measures (described as Non-GAAP) are presented that are used internally by management as key measures to assess performance. Non-GAAP measures are either not defined under IFRS or are adjusted IFRS figures. Further explanation in relation to these measures can be found on page 36, and reconciliations to IFRS figures, where they have been adjusted, are on pages 172 to 175.
Total underlying operating profit growth and underlying fee revenue growth are stated at constant currency.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | IHG at a glance | 3 |
Our focus in 2018 has been
strengthening the execution
of our strategy, and laying the
foundation for faster growth.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Chairs statement | 5 |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Chief Executive Officers review | 7 |
Strategic Report |
Industry overview | ||
From growing consumer demand for branded hotels, to an expanding middle class and greater disposable incomes, we operate in an industry with growth potential. |
The global hotel industry is a $525bn industry, made up of 18 million rooms. 54% of rooms are affiliated with a global or regional chain (branded), up from 50% in 2012, and 46% are unaffiliated (independent). The top five hotel groups, IHG, Marriott, Hilton, Wyndham and Accor account for 25% of market share, up from 19% in 2012, and for 58% of the global development pipeline of hotels in planning or under construction.
In what is a fragmented market, competitor pressures in the branded space are intensifying as all major players pursue growth strategies through acquisitions, organic growth or diversification. As the digital landscape has evolved, consumer choice of where to stay and how to book has developed and hotel companies compete in an environment that includes Online Travel Intermediaries and alternative lodging solutions, such as peer-to-peer home rental companies and serviced apartments.
There are several metrics that recognise industry performance. RevPAR is an important indicator of the value guests ascribe to a given hotel, brand or market and grows when guests stay more often or pay higher rates. Rooms supply is significant because it is reflective of the attractiveness of investing in the hotel industry from an owner perspective and is influenced mainly by the profitability of a brand or market.
Driven by strong economic fundamentals, the global hotel industry has seen growth in both RevPAR and rooms supply for the past nine years as part of a larger travel and tourism sector. It also plays an important role economically, accounting for 1 in 10 jobs around the world.
The hotel industry is cyclical; long-term fluctuations in RevPAR tend to reflect the interplay between industry demand, supply and the macroeconomic environment. In the short term, at a local market level, political, economic and natural factors such as terrorism, oil market conditions and hurricanes can impact demand and supply. |
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a Source: STR, Inc
b Source: Oxford Economics |
8 | IHG | Annual Report and Form 20-F 2018 |
Trends shaping our industry | ||||||
Demand for branded experiences | Diverse consumer needs | Power of the cloud | ||||
Growing consumer demand for branded experiences requires hotel companies to continue to find new ways to work with owners and partners to meet expectations.
Owners recognise the strength of a branded offer, and in addition to traditional opportunities, are looking for ways to affiliate with a brand through light-touch conversions or low-cost construction techniques, combined with features that reduce operating costs. The recent addition of multiple new brands by big-branded players illustrates the level of capacity in the market and industry appetite.
Over the last decade, IHG has added our wellness focus brand, EVEN Hotels, a brand tailored to the Chinese consumer, HUALUXE, and following acquisition, expanded Kimpton in the global luxury space. We have also launched avid hotels in the mainstream segment, upscale brand voco, which is principally focused on conversions, and acquired both Regent and Six Senses Hotels Resorts Spas in the top tier of the luxury segment. This reflects a continued strategic focus on offering more tailored experiences to a diverse guest base in the highest opportunity segments and markets. |
The consumer landscape continues to evolve from millennials seeking increasingly unique and authentic experiences, to baby boomers with money and time to travel, both of whom increasingly expect technology to aid, inform and enrich their stays.
From intuitive booking apps, chatbots, and mobile check-in/check-out, to smart artificial intelligence assistants and seamless wifi, todays guests expect technology to be integrated into many areas of the travel experience. To meet this trend, the ability of hotel companies to work in partnership with the right technology providers has become increasingly important.
IHG has made good progress in this area: from bespoke online payment solutions to Artifical Intelligence Smart Rooms in some of our InterContinental hotels, which allows guests to use voice commands to control opening the curtains through to ordering room service; and the development of IHG Studio with our avid brand, which allows seamless direct casting of entertainment from guest smart devices to in-room TVs. |
Data generation, storage and use has never been as prevalent and important as it is today. Cloud storage has further changed the game, giving accommodation providers easy access to real-time diverse data, that enables a more personalised and efficient service.
Operationally it allows providers to use data to tailor guest experiences faster, and drive a more personalised relationship with them. With this trend comes a growing responsibility to handle data responsibly, respecting consumer preferences and rights.
IHG is a pioneer in data-centric technology innovation, from loyalty to reservations and hotel solutions. See IHG Concerto case study on page 21 for more details. |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Industry overview | 9 |
Strategic Report
In 2018, we evolved our marketing function to adopt a
comprehensive global approach to marketing and brand
development activities. This included organising our brands into
mainstream, upscale and luxury segments, in order to maximise
efficiencies, better focus resources and drive performance.
10 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Our brands | 11 |
Strategic Report
Our brands continued
12 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Our brands | 13 |
Strategic Report
Through our business model, we predominantly franchise our
brands and manage hotels on behalf of third-party hotel owners.
As an asset-light business, we focus on growing our fee revenues
and fee margins, with limited requirements for capital.
14 | IHG | Annual Report and Form 20-F 2018 |
IHG revenue from reportable segments and the System Fund
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System Fund IHG manages a System Fund on behalf of our third-party hotel owners, who pay a contribution into it. In addition, the System Fund also receives proceeds from the sale of IHG Rewards Club points. The System Fund is managed by IHG for the benefit of hotels within the IHG system, and is run at no profit or loss over the long-term. In 2018 IHG recognised $1.2 billion of revenue in the System Fund. Key elements of System Fund expenditure included marketing and sales activity, technology investments including our Guest Reservation System and our IHG Rewards Club loyalty programme. |
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IHG | Annual Report and Form 20-F 2018 | Strategic Report | Business model | 15 |
Strategic Report
Our business model continued
Disciplined approach to capital allocation
Our asset-light business model is highly cash generative and enables us to invest in our brands. We have a disciplined approach to capital allocation ensuring that the business is appropriately invested in whilst maintaining an efficient balance sheet. |
Our priorities for the uses of cash are consistent with previous years and comprise of:
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16 | IHG | Annual Report and Form 20-F 2018 |
IHGs outlook on capital expenditure
Capital expenditure incurred by IHG can be summarised as follows.
Type |
What is it? |
Recent examples | ||
Maintenance capital expenditure, key money and selective investment to access strategic growth. | Maintenance capital expenditure is devoted to the maintenance of our owned, leased and managed lease hotels, which has reduced as we have become increasingly asset-light. | Examples of maintenance spend includes maintenance of our offices, systems and our owned, leased and managed lease hotels. | ||
Key money is expenditure used to access strategic opportunities, particularly in high-quality and sought-after locations when returns are financially and/or strategically attractive. | Examples of key money include investments to secure representation for our brands in prime city locations. | |||
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Recyclable investments to drive the growth of our brands and our expansion in priority markets. | Recyclable investments is capital used to acquire real estate or investment through joint ventures or equity capital. This expenditure is strategic to help build brand presence.
Over time, we would look to divest these investments at an appropriate time and reinvest the proceeds elsewhere across the business. |
Examples of recent recyclable investments in prior years include our EVEN Hotel brand, where we used our capital to build three hotel properties in the US and established a joint venture in a third to showcase the brand. Over time we expect to divest our interest in these hotels. | ||
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System Fund capital investments for strategic investment to drive growth at hotel level. | The development of tools and systems that hotels use to drive performance. This is charged back to the System Fund over the life of the asset. | Recently we rolled out our new pioneering cloud-based Guest Reservation System, one of IHG Concertos comprehensive set of capabilities, which we developed with Amadeus. | ||
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IHG | Annual Report and Form 20-F 2018 | Strategic Report | Business Model | 17 |
Strategic Report
Our strategy for high-quality growth
We have a clearly defined strategy designed to drive superior shareholder returns.
Our focus is on delivering high-quality growth, which means consistent, sustained
growth in cash flows and profits over the long-term. The execution of our strategy
is underpinned by a strong culture, talented people and a commitment to the
environment and our stakeholders.
18 | IHG | Annual Report and Form 20-F 2018 |
Strategic Model
Since becoming a stand-alone company 16 years ago our Strategic Model
has delivered superior shareholder returns. Our ambition is to accelerate
our growth further, delivering industry-leading net rooms growth over
the medium term, whilst doing business responsibly and delivering
True Hospitality for all.
The individual components of IHGs Strategic Model are at the heart of our success and continue to align our organisation to focus on the most important strategic initiatives and deliver our commitment to True Hospitality. This approach helps us create value for our stakeholders and deliver high-quality growth for our shareholders.
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Build and leverage scale |
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Scale provides significant advantages in the hospitality industry at both global and national level. IHG uses the breadth of its portfolio, combined with our depth in attractive markets and focus on the highest opportunity segments, to drive significant efficiencies, leading to increased operating leverage and ultimately higher margins. |
We achieved 4.8% net system size growth in 2018.
In 2018 signings grew by 18% to 98,814 rooms, the highest in a decade.
We have built a strategic position in Greater China with a domestic business that has continued to outperform the market.
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For further information see our accelerating our growth case study on page 20.
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Strengthen loyalty programme |
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Having an attractive, differentiated loyalty offering tailored to our guests needs is critical to IHGs continuing success. We are continually innovating |
Over the past four years we have increased our loyalty contribution by 4%ppts to 43%. | |||||
IHG Rewards Club to build lifetime relationships with our guests. This creates a sustainable long-term revenue source and transforms previously unaffiliated travellers into powerful advocates for our brands.
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For further information on loyalty and IHG Rewards Club see page 13. | |||||||
Enhance revenue delivery |
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By striving to drive business through our direct channels, IHG maximises returns for our owners, as these channels are less costly than alternatives such as third-party intermediaries. |
13% growth in room revenues delivered through digital (web and mobile) channels to $5.3bn.
Successful roll out of IHG Concerto, including the Guest Reservation System. | |||||
Digital and technological innovation, alongside strong brands and compelling loyalty, is key in ensuring IHG continues to manage revenue delivery effectively.
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For further information on IHG Concerto see page 21. | ||||||
Evolve owner proposition |
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Within our asset-light business model, maintaining positive relationships with long-standing owners and constantly forging new owner relationships |
We invest in our hotel lifecycle capabilities, providing strong support for our owners from signing to opening a hotel, to future refurbishments. | |||||
is vital for IHG. Our outstanding operational support, preferred brands, industry-leading franchise offer and continued investment in innovation delivers a compelling owner proposition and strong returns.
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For further information on how we evolve our owner proposition see our accelerating our growth case study on page 20. | |||||||
Optimise our preferred portfolio of brands for owners and guests
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As competition intensifies, distribution channels proliferate and consumers become more demanding, actively building a strong portfolio of distinctive, preferred brands for both our owners and guests is fundamental to IHGs success and future growth. |
We have successfully launched two new brands, avid and voco, during the last two years, and acquired Regent Hotels.
Continuing this momentum, in February 2019 we announced the $300 million acquisition of Six Senses Hotels Resorts Spas, which will sit at the top tier of our luxury offer, and our plans to launch a new all-suites upper midscale brand into the US later this year.
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For further information on our brands see pages 10 to 13. |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Our strategy for high-quality growth | 19 |
Strategic Report
In 2018, we took important steps to ensure our
business is best placed to execute our strategy
at pace, and we made progress on executing
against our strategic initiatives.
To see our regional highlights, please go to pages 40, 43 and 46. |
Accelerating our growth We have consistently executed a clearly defined strategy and delivered market outperformance over the past 16 years, whilst returning $13.6bn to shareholders. To continue to outperform in a changing and competitive environment, we set out a series of strategic initiatives in 2018.
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These initiatives redirected our focus and resources to areas where we can enhance our proven business model, and deliver industry-leading net rooms growth over the medium term.
To capitalise on the opportunities ahead, we initiated a comprehensive efficiency programme to realise ~$125m in annual savings by 2020, for reinvestment to drive growth.
Build and leverage scale From January 2018, we adopted a new organisational structure, which redeployed our resources to better leverage our scale and accelerate our growth. We made these main changes:
New regional operating structure: Our Europe and Asia, Middle East and Africa regions have merged to become Europe, Middle East, Asia and Africa (EMEAA), allowing us to leverage scale to share best practice and increase investment in markets with the highest growth potential.
Integrating Commercial and Technology: The combination of our Commercial and Technology functions brings together our sales, channels, revenue management and technology capabilities, allowing us to maximise revenue delivery and bring new products and services to market faster.
Global Marketing organisation: A new global function brings together our brand, loyalty and marketing capabilities to drive greater agility and efficiencies. Brands are organised globally by mainstream, upscale and luxury to drive clear accountability for brand performance and growth. |
Outsourcing: Following the outsourcing of our Central Reservation Office in the UK in 2017, we have now also completed the outsource of our call-centre capabilities in the US. IHG continues to leverage opportunities with strategic supplier relationships to accelerate our technology roadmap.
Strengthen loyalty programme Our IHG Rewards Club loyalty programme is well positioned as one of the industry leaders but we are focused on creating a more personalised and differentiated offer, leveraging the right partnerships for our members. See page 13 for more information.
Enhance revenue delivery To further enhance our strong digital and technology platform, we are prioritising innovations that increase direct revenues. See our IHG Concerto case study for more information.
Evolve owner proposition IHGs enterprise is designed to deliver an industry-leading owner proposition, and optimising owner returns remains at the heart of our strategy. To unlock further growth, we are enhancing our offer by increasing investment in development and owner support, and extending our leading franchise offer in key markets with specific brands.
Optimise our preferred portfolio of brands for owners and guests We are focused on delivering high-impact enhancements to our existing brands and using a targeted, insight-driven approach to further broaden our portfolio for guests and owners. See our brand portfolio case study, on the next page, for more information. |
Holiday Inn Express Hong Kong Kowloon East, China
On the left, in the background: Crowne Plaza Hong Kong Kowloon East, China | ||
20 IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Our Strategic Model in action | 21 |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Our culture, key stakeholders and doing business responsibly | 23 |
Strategic Report
Our culture, key stakeholders and doing business responsibly continued
IHGs purpose and strategy go beyond a simple hotel stay and
shareholder returns; it also includes the impact we have on the
environment and the communities we work in.
Copies of our policies, including diversity and inclusion, reports, responsible business targets, statements, commitment to the UN Sustainable Development Goals and further information are available on our website www.ihgplc.com/responsible-business |
24 | IHG | Annual Report and Form 20-F 2018 |
Stakeholders
The long-term sustainable success of IHG is determined by our ability to identify and foster relationships with our key stakeholders, not only at Board level but throughout the organisation. The following information should be read in conjunction with the description of Board activities on pages 60 to 62 and stakeholder information in our Responsible Business Report, available on our website www.ihgplc.com/responsible-business
Shareholders and investors Our commitment to good governance means taking our shareholder and investor concerns about the environment, employee relations, executive remuneration, long-term financial performance and corporate governance seriously. We engage with shareholders and investors through a variety of mechanisms including the AGM, meetings with the Chair and Committee Chairs, Investor Relations, investor presentations and regular correspondence. We welcome their feedback and over the course of 2018 have engaged across a broad range of topics including remuneration, the environment and data privacy. |
Employees Employing and retaining talented people ensures that we can deliver against our purpose and strategy. We engage in a number of ways with our direct employees including conferences, colleague surveys, Town Halls, skip level feedback, newsletters and blogs. We are aware of the issues that concern them such as wellbeing, diversity and inclusion, training and development. During 2018 we prioritised our diverse and inclusive culture, launched a well-being programme for our leaders, announced a new Colleague Share Plan for our employees and reviewed our UK gender pay gap. In addition we held a series of engagements with employees on our new organisation design and re-designed processes and ways of working. Employee matters were a regular Board and Executive Committee agenda item.
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Hotel owners Through the IHG Owners Association, which represents the interests of more than 3,400 hotel owners and operators worldwide, we share and implement our purpose and culture. Its important for the Companys reputation and long-term success to have a strong relationship with our hotel owners and we ensure this through regular meetings, surveys and regional conferences. Of particular note in 2018, together we launched the Renovation Donation Initiative in the US, a programme to donate old hotel fixtures and fittings to charity. For more information on the IHG Owners Association see www.owners.org |
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Guests and corporate clients We engage with hotel guests and corporate clients through our corporate and brand websites, IHG Rewards Club, surveys, guest relations and our social media channels. We know they value our green credentials, such as our policies on water stewardship, but also look for consistent brand service and reward for their loyalty. Over half of our corporate clients ask questions about our environmental and social governance approach before they book with us. Our shared commitment means we continually review our approach to responsible business.
Society including suppliers We work with a broad range of NGOs, community organisations and suppliers who share our commitment to doing business responsibly and who we work with and respond to. We engage with them to ensure that we take care of the environment, support local communities, have strong payment practices, clear vendor guidelines and robust business ethics. We do this through the IHG® Academy, charitable work and procurement practices. In September 2018 we had a Giving for Good month, where 130,000 colleagues participated in fund-raising activities for 11 charity partners. |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Our culture, key stakeholders and doing business responsibly | 25 |
Risk trend and speed of impact We assess whether the risk area is stable or dynamic in its impact and/or likelihood (inherent risk trend), and the rate at which there could be a material impact on IHG if unmanaged or managed inappropriately. The trend and speed of impact are summarised in the diagram (on the right) with further detail on activities to manage each of these risks in the table below. |
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Principal risks descriptions
Inherent risk trend |
Risk impact Link to our strategic priorities | |||||||||||||||||
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Dynamic/Rapid | Targeted Portfolio | Disciplined Execution | Doing Business Responsibly | ||||||||||||||
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Dynamic/Gradual | Build and leverage scale | Strengthen loyalty programme | Enhance revenue delivery | ||||||||||||||
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Stable/Rapid | Evolve owner proposition | Optimise our preferred portfolio of brands for owners and guests |
Risk description |
Trend |
Impact |
Initiatives to manage these risks | |||
Inherent threats to cybersecurity and information governance continue to present risk to our operations. Customer and other forms of sensitive data remain valuable to various threat actors (including organised criminals and nation states), and increasing societal, regulatory and media scrutiny of privacy arrangements mean that the potential impact of data loss to IHG financially, reputationally or operationally remains a dynamic risk factor. | We continue to align efforts across multiple business teams to manage the risk within tolerance, and appointed a dedicated Chief Information Security Officer to facilitate this. We also monitor and update our information security policies and practices to respond to the risks we face, including those relating to evolving privacy requirements, and our third-party hosted infrastructure, systems and services. We have undertaken critical GDPR compliance activity, and have a roadmap for other activities in 2019, including policies, training and guidance. The nature of our operating model means that significant amount of IHGs confidential information assets are also held by or shared with third-party suppliers and parties, and we review those risks as part of our broader supply chain risk management arrangements.
We continue to evolve our monitoring capabilities in relation to our technology environment and our broader security culture, business process security and physical security. An external risk assessment was concluded in 2018, which focused on industry specific issues, our current capabilities and recent progress. Our information security programme is supported and reviewed by internal and external assurance activities, including our Internal Audit and SOX teams and PCI assessments. Regular management reporting uses a scorecard aligned with the NIST cyber security framework, and enables tracking of key risk indicators and planned initiatives. Our information security specialists have also been an integral part of our acquisition activities during 2018.
We also recognise the need for an appropriate response to incidents, by developing our incident management capability and working closely with our insurers to review the adequacy of protection for our risks as our cybersecurity and technology environment evolves. | |||||
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Failure to deliver preferred brands and loyalty could impact our competitive positioning, our growth ambitions and our reputation with guests and owners. Competitor and intermediation activity creates inherent risks and opportunities for the hospitality industry and is relevant to the longer-term value of IHGs franchised/ managed proposition and our ability to deliver returns to current and potential owners of our various brands. |
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Our organisational changes in 2018 have brought focus to make IHG a stronger business partner and ensure we have appropriate business models deployed in each region to meet our owners needs.
This includes targeted market strategies for franchising (where scale is important) and globally-led initiatives to increase the pace of openings/ramp up of hotel performance and tackle key pain points and systems across the hotel lifecycle and improve owner experience with IHG.
The evolution of our marketing organisation, loyalty programme and enhancements to our brand portfolio described on page 20 is key to managing these risks and taking the opportunities for growth. Our marketing leadership has evolved during the year with increased capability in category, brand and customer insights; and the formation of a shared services organisation for guest experience.
Trading and performance of properties and brands (signings) are reviewed as part of monthly business reviews. During 2018 this included a proactive focus on licence expirations which will continue into 2019. | ||||
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IHG | Annual Report and Form 20-F 2018 | Strategic Report | Risk management | 27 |
Strategic Report
Risk management continued
Risk description |
Trend |
Impact |
Initiatives to manage these risks | |||
Leadership and talent risk is inherent to all businesses and failure to effectively attract, develop and retain talent in key areas could impact our ability to achieve growth ambitions and execute effectively. Risks relating to our people underpin many of our objectives. Capacity, capability, motivation, clarity of role, accountability for leadership, and behaviour are all significant aspects of this risk. |
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Our approach to managing our people is outlined in detail on pages 22 to 25 and our annual business planning process includes a review of workforce risks. IHG has the ability to manage the risk directly in relation to IHG staff but relies on owners and third-party suppliers to manage the risk in related activities.
We consider workforce risks when designing business initiatives and we prioritise delivery accordingly. Our Human Resources leaders partner directly with other leadership teams across IHG, and have supported and advised directly on our organisational changes during 2018 within transformation management meetings. Our Supply Chain Risk Council also considers more indirect workforce risks relating to our third-party relationships.
Performance management systems have been enhanced and a talent acquisition programme focuses our attraction strategy, recruiting, and employer brand management.
Several policies in our Code of Conduct (for example our Human Rights Policy) relate to the management of our people, describing our intolerance for inappropriate behaviours and appropriate adherence to those helps manage our risk. | |||
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Whilst the hotel sector is not subject to stringent industry specific regulations, the global business regulatory and contractual environment (for example relating to data privacy, human rights including modern slavery, labour laws and financial crime) and societal expectations are continuously evolving and failure to ensure legal, regulatory and ethical compliance would impact IHG operationally and reputationally. Regulators are also moving to impose significant fines for non-compliance. | Our dedicated ethics and compliance specialists define and oversee IHGs global policy framework and Code of Conduct, (see page 22),and manage the compliance programmes for anti-bribery, antitrust/competition law and sanctions. During 2018, there has been focus to respond to the changing regulatory requirements around privacy and data (including GDPR, China cybersecurity and California privacy laws), and continuing compliance and contractual responsibilities. We also continue to assess our broader role in relation to, for example human rights and modern slavery.
The Ethics and Compliance team provides training to teams across IHG and is informed of incidents that may involve a potential breach of regulations to enable advice to be provided, including on any reporting or notification requirements. The Code of Conduct is increasingly requested from various stakeholders seeking transparency and understanding of our approach. It forms a key focal point for our risk management activity.
The Board receives regular reports on matters directly related to our responsible business agenda, and there are also different functions, (from corporate responsibility to procurement), focused on supporting the business in relation to these matters. Our Confidential Disclosure Channel allows confidential reporting of ethical, social and environmental performance issues (including those with regulatory implications). | |||||
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Failure to capitalise on innovation in booking technology and to maintain and enhance the functionality and resilience of our channel management and technology platforms (including those of third-parties on which we rely directly or indirectly), and to respond to changing guest and owner needs remains a dynamic risk and opportunity to IHGs revenues and growth ambitions. This is particularly important with the emergence of both evolutionary and disruptive technologies and innovative uses of data to generate value. | Several changes to our organisational structure were implemented in 2018 to support our ability to meet the evolving (and accelerating) technological needs of owners and guests. This includes the integration of a single commercial and technology organisation incorporating our sales, channels, revenue management and technology capabilities, allowing us to maximise revenue delivery and bring new products and services to market faster. Our new global marketing organisation will work closely with commercial and technology in relation to our in-hotel guest experiences.
We have also implemented the IHG Concerto platform during 2018 (see case study on page 21) and continue to seek opportunities to align systems to improve consistency and manage inherent delivery risks between IHG and our owners. Our Guest Reservation System (GRS) is hosted by a third-party vendor, Amadeus, in the cloud and supported by infrastructure which serves to decrease the likelihood of downtime. Availability of GRS and other key systems continues to be monitored on a 24/7 basis by the Network Operations Centre. Metrics are reported to Commercial and Technology leadership on a frequent basis.
Effective and appropriate leveraging of data which we have a right to use is a key aspect of the interface between our marketing and our commercial and technology activity. We take account of regulatory and ethical factors as part of the decision making processes in relation to marketing and technological initiatives. We also rely on appropriate governance arrangements to mitigate risks that the validity of data that we use is undermined by cyber-attacks or operational failures. This risk is also impacted by strategic and operational factors relating to the location and structure of our assets including use of third-parties and cloud computing arrangements. Several policies which form part of our Code of Conduct relate to this area of risk and adherence is monitored appropriately.
We have an established approach to System Development Lifecycle and specific risks to delivery of the Global Reservations System have been managed throughout the programme of implementation (including those relating to technical delivery, business process testing and operation readiness testing). | |||||
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28 | IHG | Annual Report and Form 20-F 2018 |
Risk description |
Trend |
Impact |
Initiatives to manage these risks | |||
IHGs ongoing agenda to accelerate growth and strategic initiatives give rise to inherent risks, for example as we transition systems, operating models and processes. The changes which have been made to IHGs extended enterprise raises inherent risk levels from third parties for example before, during and after structural sourcing changes. These risks can include short-term disruption, reputational damage and longer-term breakdown of a commercial relationship. | Our focus on accelerating growth has included structured review (by senior management and the Board), of risks relating to offshoring and outsourcing. We have formed a strategic sourcing and management office to establish policies, support and advise on management processes, and oversee governance arrangements for IHGs most important suppliers.
A new Supply Chain Risk Council also reviews risks and control arrangements for IHGs direct supply base across both corporate functions and hotel operations, for example where IHG has agreements in place and/or interacts directly with suppliers, including outsourced providers. Our legal teams review contracts and provide advice on litigation, where required, and our insurance programme also provides a degree of protection in the event of supplier failure. | |||||
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Inability to realise value from our programme and project delivery (including reinvestment initiatives and culture and process changes) may result in failure to improve commercial performance, financial loss and undermining of stakeholder confidence. Following the organisational adjustments during 2018, there is an inherent risk that changes we have made could be unsustainable or that we are unable to achieve the return envisaged through reinvestment of the savings into growth initiatives. | Aspects of the risk relating to change have been managed explicitly by a dedicated programme management team during 2018 and we have implemented a framework for addressing risks within, and as a result of, change initiatives across IHG.
Oversight teams, including our finance experts, have evolved governance and control frameworks to support key transformation programmes, for example in our commercial and technology operations. We also regularly review delegated approval authorities and processes to enable decisions on investments to be made quickly and efficiently with consideration of the risks involved. | |||||
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Macro external factors such as political, economic, environmental and societal could have a mass impact on our ability to perform and grow. |
While these factors are mostly outside our direct control, we track uncertainties which may impact the hospitality industry and which need to be considered in our strategic and financial planning. These types of risks are addressed in strategy setting (including the review of our corporate responsibility approach, see page 68). They are also addressed in the annual business planning process and in regional risk management activities and reporting. We are increasingly using formal and informal scenario planning to anticipate the potential impact of these risks. The Board receives regular updates on these types of factors so that possible implications for IHG can be considered.
Our in-house threat intelligence capability, supplemented by third-party expertise and methodology, supports growth, hotel operations and customer facing sales teams with planning and response to macro factors, for example concerns relating to terrorism or extreme weather events. Additionally, specific elements of our risk management framework relate to these areas, such as codes of conduct in relation to trade restrictions and the environment. | |||||
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IHG | Annual Report and Form 20-F 2018 | Strategic Report | Risk management | 29 |
Strategic Report
Risk management continued
Risk description |
Trend |
Impact |
Initiatives to manage these risks | |||
Failure to maintain an effective safety and security system and to respond appropriately in the event of disruption or incidents affecting our operations more broadly could result in an adverse impact to IHG, such as reputational and/ or financial damage and undermining stakeholder confidence. This risk relates both to our direct operations but also in relation to outsourced activities and others with whom we collaborate and trade. | The environment in which IHG develops and operates hotels continues to evolve and impacts the safety and security risks faced by IHG. Although these risks are assessed as stable overall, our established management approach is subject to continuous review and improvement to minimise the risk of an incident relating to IHGs management damaging the Groups reputation.
Our design and engineering, hotel opening and operations teams work together with our risk management experts to evaluate standards and develop capability to respond to an incident via training, advanced intelligence tracking and standard operating procedures, and also deploy crisis management procedures where required for less predictable events. | |||||
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A material breakdown in financial management and control systems would lead to increased public scrutiny, regulatory investigation and litigation. This risk includes our ongoing (and stable) operational risks relating to our financial management and control systems, and also the continuing expectations of IHGs management decision making and financial judgements, in response to evolving accounting standards and our own business model and transactions. | We continue to operate an established set of processes across our financial control systems, which is verified through testing relating to our Sarbanes-Oxley compliance responsibilities. See pages 50 and 125 to 129 for details of our approach to taxation, page 66 for details of our approach to internal financial control, and pages 144 to 146 for specific details on financial risk management policies. These processes and our financial planning continue to evolve to reflect the changes in our management structure and business targets.
During 2018 we have established a centre of excellence for financial planning and accounting to drive improved reporting, accelerated decision making, process standardisation, automation and talent alignment. Our Group insurance programmes are also maintained to support financial stability. | |||||
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30 | IHG | Annual Report and Form 20-F 2018 |
Key performance indicators (KPIs)
Our KPIs are carefully selected to allow us to monitor the performance of
indicators that are critical to delivering our strategy and long-term success.
Our KPIs are organised around our Strategic Model and targeted portfolio, which is underpinned by disciplined execution and doing business responsibly, (see page 18). They are reviewed annually by senior management to ensure continued alignment to our strategy and Responsible Business targets, and are included in internal reporting and regularly monitored. Measures included are those considered most relevant in assessing the performance of the business, and relate to our growth agenda and commitment to our major stakeholders including owners, guests, colleagues, shareholders and the communities in which we work. During 2018 our doing business responsibly KPIs were reviewed and changed to reflect the new Responsible Business 2018-2020 targets. The updated KPIs track IHGs progress in creating career building opportunities, managing our environmental impact, and our success in maintaining a motivated workforce. KPIs should be read in conjunction with the other sections of the Strategic Report, and where applicable, references to specific relevant topics are noted against each KPI.
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KPIs |
2018 status and 2019 priorities | |||
Strategic Model and targeted portfolio
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Net rooms supply Net total number of rooms in the IHG System.
Increasing our rooms supply provides significant advantages of scale, including increasing the value of our loyalty programme. This measure is a key indicator of achievement of our growth agenda, (see page 19).
Signings Gross total number of rooms added to the IHG pipeline.
Continued signings secures the future growth of our System and continued efficiencies of scale. Signings indicate our ability to deliver sustained growth (see page 19). |
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2018 status Accelerated net System size growth to 4.8%, and achieved our highest number of signings in 10 years driven by:
Further growth of our mainstream brands with Holiday Inn and Holiday Inn Express representing nearly half of all signings.
Expansion of our portfolio of brands:
Mainstream opened the first avid hotel, made 129 signings in 2018 and signed a partnership agreement to bring avid to Germany.
Upscale launched voco hotels with two openings in 2018.
Luxury acquired a majority stake in Regent Hotels & Resorts.
Bringing our existing brands to new markets:
Continued global expansion of Kimpton with 18 deals signed.
Opened 13 InterContinental hotels, our highest number in 10 years.
2019 priorities Continue progression towards industry-leading net System size growth.
Further scale avid hotels including more openings (see page 40).
Scale our new upscale brand, voco hotels (see page 43).
Build greater international scale for Kimpton.
Launch new upper midscale US all-suites brand, and scale Six Senses Hotels Resorts Spas. | ||
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a | Including the acquisition of Regent Hotels & Resorts (2,006 rooms) in 2018. |
b | Including the acquisition of Kimpton (11,325 rooms) in 2015. |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Key performance indicators | 31 |
Strategic Report
Key performance indicators (KPIs) continued
KPIs |
2018 status and 2019 priorities | |||
Strategic Model and targeted portfolio continued | ||||
Growth in underlying fee revenuesa, b Group revenue excluding revenue from owned, leased and managed lease hotels, significant liquidated damages and current year acquisitions.
Underlying fee revenue growth demonstrates the continued attractiveness to owners and guests of IHGs franchised and managed business (see page 14).
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2018 status Expansion of Holiday Inn Express Franchise Plus model in Greater China with 146 hotels open or in the pipeline.
Combined our Commercial and Technology functions allowing us to maximise revenue delivery and bring new products and services to market faster.
Grew digital (web and mobile) revenue, by 13% to $5.3 billion.
Launched two new US IHG Rewards Club co-branded credit cards (see page 13 for details).
2019 priorities Leverage the expansion of our franchise offer for Holiday Inn and Crowne Plaza in Greater China, alongside Holiday Inn Express Franchise Plus model.
Continue to innovate our loyalty offering to provide greater opportunities for our members to earn and redeem IHG Rewards Club points.
Maintain our focus on increasing contribution from IHG Rewards Club members, and through direct bookings via our website or call centres.
Continue to grow our share of bookings through the IHG® App, whilst also increasing engagement within the App.
Enhance our owner offer by leveraging technology and increasing investment in owner support. | |||
Total gross revenue from hotels in IHGs Systemb Total rooms revenue from franchised hotels and total hotel revenue from managed, owned, leased and managed lease hotels. Other than for owned, leased and managed lease hotels, it is not revenue wholly attributable to IHG, as it is mainly derived from hotels owned by third parties.
The growth in gross revenue from IHGs System illustrates the value of our overall System to our owners (see page 15).
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System contribution to revenue The percentage of room revenue booked through IHGs direct and indirect systems and channels.
System contribution is an indicator of IHG value-add and the success of our marketing distribution channels (see page 14). |
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a | In 2018 the underlying fee revenue calculation was restated for 2016 onwards following implementation of IFRS 15. The 2015 and 2016 growth figures are not comparable and thus excluded from comparison. |
b | Use of Non-GAAP measures: In addition to performance measures directly observable in the Group Financial Statements (IFRS measures), additional financial measures (described as Non-GAAP) are presented that are used internally by management as key measures to assess performance. Non-GAAP measures are either not defined under IFRS or are adjusted IFRS figures. Further explanation in relation to these measures can be found on page 36 and reconciliations to IFRS figures, where they have been adjusted, are on pages 172 and 173. Total underlying fee revenue growth is stated at constant currency. |
32 | IHG | Annual Report and Form 20-F 2018 |
KPIs |
2018 status and 2019 priorities | |||
Strategic Model and targeted portfolio continued | ||||
Global RevPAR growth Revenue per available room: rooms revenue divided by the number of room nights that are available.
RevPAR growth indicates the increased value guests ascribe to our brands in the markets in which we operate and is a key measure widely used in our industry (see page 8).
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2018 status Completed the global roll out of IHG Concerto (see page 21).
Created a new global marketing function bringing together our brand, loyalty and marketing capabilities to drive greater agility and efficiencies.
Continued roll out of new guest room designs across all regions and rapid deployment of new Holiday Inn Express breakfast offering in the US to over 1,500 hotels.
In 2018 one third of the US Crowne Plaza estate underwent or completed renovations or property improvements as part of the Crowne Plaza Accelerate programme, a multi-year programme to transform Crowne Plaza in the Americas region.
2019 priorities Continue to build on IHG Concerto with phased roll out of additional functionality.
Continue to invest in brand innovation, including room design and hotel layout to meet evolving guest needs, including refresh of our extended stay brands.
Ensure that, whilst driving strong rooms supply growth, we maintain a high level of guest satisfaction across our entire portfolio with removals from the System. | |||
Guest Love IHGs guest satisfaction measurement indicator.
Guest satisfaction is fundamental to our continued success and is a key measure to monitor the risk of failing to deliver preferred brands that meet guests expectations (see page 27 for details).
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a | Changes to the method for calculating IHGs guest satisfaction scores (previously Guest HeartBeat) were introduced in 2016. The comparative for 2015 has been restated. |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Key performance indicators | 33 |
Strategic Report
Key performance indicators (KPIs) continued
KPIs |
2018 status and 2019 priorities | |||
Disciplined execution | ||||
Fee marginsa,b Operating profit as a percentage of revenue, excluding System Fund, reimbursement of costs, revenue and operating profit from owned, leased and managed lease hotels, significant liquidated damages, current year acquisitions and exceptional items.
Our fee margin progression indicates the profitability of our fee revenue growth and benefit of our asset-light business model (see page 14). |
2018 status Merged our Europe and Asia, Middle East and Africa regions to leverage scale and focus investment.
On track to deliver ~$125 million in annual savings, including System Fund, by 2020 for reinvestment to drive growth.
2019 priorities Continuation of our strong cost and efficiency focus.
Leverage our increasing scale in operations and systems to drive economies of scale.
Continue to strengthen our delivery capabilities to ensure that critical in-hotel initiatives are embedded on time and on target.
Enhance our supplier management capabilities to drive efficiencies.
Continue to look for further operational efficiencies through greater application of technology. | |||
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Free cash flowb,c Cash flow from operating activities (after interest and tax paid), less purchase of shares by employee share trusts and maintenance capital expenditure, including key money paid.
Free cash flow provides funds to invest in the business, sustainably grow the dividend and return any surplus to shareholders (see page 16). It is a key component in measuring the ongoing viability of our business (see page 30).
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2018 status Free cash flow grew by $93 million to $609 million, due to growth in operating profit from reportable segmentsb and reduction in cash tax.
2019 priorities Continue to deliver consistent, sustained growth in profits and cash flow.
Control capital deployment in line with business priorities.
Continue programme to recycle capital invested in minor equity positions and joint ventures, over time, when conditions are favourable. | |||
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a | In 2018 the fee margin calculation was restated for 2016 onwards following implementation of IFRS 15. The 2015 figure is not comparable and is thus excluded from comparison. |
b | Use of Non-GAAP measures: In addition to performance measures directly observable in the Group Financial Statements (IFRS measures), additional financial measures (described as Non-GAAP) are presented that are used internally by management as key measures to assess performance. Non-GAAP measures are either not defined under IFRS or are adjusted IFRS figures. Further explanation in relation to these measures can be found on page 36 and reconciliations to IFRS figures, where they have been adjusted, are on pages 172 to 175. |
c | Cash flow was introduced as a new measure for the 2017/19 LTIP cycle. Cumulative free cash flow over the three-year performance period forms part of the measure, with some adjustments. The target for each successive cycle is determined annually, taking into account IHGs long-range business plan, market expectations and circumstances at the time. |
d | In 2016, free cash flow excluded the $95 million cash receipt from renegotiation of long-term partnership agreements. |
34 | IHG | Annual Report and Form 20-F 2018 |
KPIs |
2018 status and 2019 priorities | |||
Doing business responsibly | ||||
IHG® Academy Number of people participating in IHG Academy programmes.
Sustained participation in the IHG Academy indicates the strength of our progress in creating career building opportunities and engagement with the communities in which we operate (see page 24). |
2018 status We undertook a comprehensive review of the IHG Academy programme to create a series of recommendations to help us grow in the coming years.
We ran 2,203 IHG Academy programmes across 70 countries.
2019 priorities Continue to provide skills and improved employability to people through IHG Academy, ensuring a positive impact for local people, our owners and IHG.
Build on programme review and refresh supporting materials to drive greater participation and deliver engaging candidate experience.
Deliver a globally scaled approach to IHG Academy, utilising it as a frontline recruitment tool.
Enhancing IHG Academys reputation amongst academic institutions and community partners, as being an outstanding programme for students.
Continue to drive quality growth in the programme towards our longer-term target of 30,00040,000 IHG Academy participants by 2020. | |||
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Carbon footprint Carbon footprint per occupied room.
We work with our hotels to drive reductions in carbon emissions, to reduce our overall carbon footprint (see page 24). |
2018 status Achieved 2.2% reduction in our carbon footprint per occupied room from 2017 baseline.
2019 priorities Continue to reduce our carbon footprint across our entire estate.
Partner with owners and our hotels to share best practices to help drive greater reductions. | |||
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Employee Engagement survey scores Average of our revisedb bi-annual Colleague HeartBeat survey, completed by our corporate, customer reservations office and managed hotel employees (excluding our joint ventures).
We measure employee engagement to monitor risks relating to talent (see page 28) and to help us understand the issues that are relevant to our people as we build a diverse and inclusive culture (see page 23).
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2018 status Launched improved and simplified performance management process.
Launched a new tool to help IHG assess and prepare hotel leaders in Greater China, our fastest growing region (see page 23).
2019 priorities Continue to refine performance management processes, in order to focus on productive development conversations.
Further drive adoption of improvements to our human resources systems, including online colleague training, to further our ability to develop and retain talent.
Support the recruitment and development of General Managers for our managed hotels.
Drive adoption of our learning solutions, such as the IHG Frontline training curriculums, and branded service culture programmes across all IHG hotels.
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a | In 2018 the carbon reduction measure was restated in line with a new baseline for the 2018-2020 target. The 2016 and 2015 figures could not be restated and are not comparable. |
b | In 2017 the employee engagement survey was revised and relaunched as the Colleague HeartBeat survey. The 2016 and 2015 figures relate to previous survey results, which could not be restated and are not comparable. |
Please see www.ihgplc.com/responsible-business for our 2018-2020 Responsible Business targets. |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Key performance indicators | 35 |
Strategic Report
Key performance measures (including Non-GAAP measures)
used by management
As well as the performance measures found in the Group Financial
Statements, the following key performance measures are included
in the performance review (and IHG at a glance on pages 2 and 3).
These financial measures are either not defined under IFRS or are adjusted IFRS figures and are therefore described as Non-GAAP measures. They should be viewed as complementary to, and not as a substitute for, the measures prescribed by GAAP. | Where applicable the definitions have been amended to reflect the adoption of IFRS 15 Revenue from Contracts with Customers and the 2017 and 2016 comparatives have been restated accordingly (see pages 109 to 113 for further information). |
Total gross revenue in IHGs System
Total gross revenue provides a measure of the overall strength of the Groups brands. It comprises total rooms revenue from franchised hotels and total hotel revenue from managed, owned, leased and managed lease hotels. Other than owned, leased and managed lease hotels, total gross revenue is not revenue | attributable to IHG as it is derived from hotels owned by third parties. A reconciliation of total gross revenue to the owned, leased and managed lease revenue included in the Group Financial Statements is set out on page 38. |
Revenue and operating profit measures
In each of the following measures, System Fund results are excluded as the System Fund is not managed to a profit or loss for IHG, although an in-year surplus or deficit can arise. Revenues related to the reimbursement of costs, and the related costs, are excluded as operating profit is unaffected and an increase in these does not indicate growth for the business. Exceptional items are also excluded as they can be significantly skewed by one off events, for example reorganisation costs (see note 6 on page 124).
Operating profit measures are, by their nature, before interest and tax. A pre-interest and pre-tax measure excludes the impact of the Groups financing and external factors such as legislative changes, respectively. A pre-interest and pre-tax measure is considered more reflective of the Groups success in executing against its strategy.
Revenue from reportable segments and operating profit from reportable segments comprises the Groups fee business and owned, leased and managed lease hotels. This measure is disclosed in note 2 to the Group Financial Statements. |
Underlying revenue and underlying operating profit adjusts the above to exclude the impact of owned asset disposals, significant liquidated damages, current year acquisitions, all translated at constant currency using prior year exchange rates. The presentation of these performance measures allows a better understanding of comparable year-on-year trading and enables an assessment of the underlying trends in the Groups financial performance.
Underlying fee revenue and fee margin further analyses the above for the Groups fee business only, reflecting the Groups core fee-based business model. Underlying fee revenue is at constant currency using prior year exchange rates, fee margin is at actual exchange rates.
Operating profit from reportable segments before central overheads used only to assist in understanding the relative contribution of IHGs regions to the Group, and as such central overheads are excluded. |
Underlying interest
This is a new measure in the year following the adoption of IFRS 15 and includes the interest payable to the System Fund on the outstanding cash balance relating to the IHG Rewards Club programme.
In addition the Groups financial expenses are presented net of System Fund |
capitalised interest (see note 7), this interest is related to the assets attributable to the System Fund. These are adjusted as the System Fund is not managed to a profit or loss for IHG therefore removing these provides a better view of the Groups underlying interest expense. |
Tax excluding the impact of exceptional items and System Fund
This is a new measure in the year following the adoption of IFRS 15 which gives a more meaningful understanding of the Groups ongoing tax charge. Exceptional items represent distorting or non-recurring items and therefore often skew the current years tax charge. The System Fund is not managed to | a profit or loss for IHG and is, in general, not subject to tax either. Therefore, removing these provides a better view of the Groups underlying tax rate on ordinary operations and aids comparability year-on-year. |
Adjusted earnings per ordinary share, Underlying earnings per ordinary share
Adjusted earnings per ordinary share excludes System Fund revenues and expenses, any interest and tax relating to the System Fund, exceptional items, and their related tax impacts. Adjusted earnings per ordinary share provides a per share measure that is not skewed by the result of the System Fund or exceptional items. Underlying earnings per ordinary share is calculated by dividing underlying profit for the period available for IHG equity holders by | the weighted average number of ordinary shares in issue during the period, excluding investment in own shares. The presentation of underlying earnings per ordinary share allows a better understanding of comparable year-on-year trading and thereby allows an assessment of the underlying trends in the Groups financial performance. |
Net debt , Net capital expenditure, Free cash flow
Net debt is used in the monitoring of the Groups liquidity and capital structure, and is used to calculate the key ratios attached to the Groups bank covenants. Net debt comprises loans and other borrowings, derivatives hedging debt values, less cash and cash equivalents, and is reconciled to the amounts included in the Group Financial Statements in note 21 on page 143.
Net capital expenditure is defined as cash flow from investing activities less contract acquisition costs, excluding the acquisition of businesses net of cash acquired, tax paid on disposals and adjusted for System Fund depreciation and amortisation (recovery of previous System Fund capital expenditure). For internal management reporting, capital expenditure is reported as either maintenance, recyclable, or System Fund.
The disaggregation of net capital expenditure provides useful information as it enables users to distinguish between System Fund capital investments and recyclable investments (such as investments in associates and joint ventures), which are intended to be recoverable in the medium term, compared with maintenance capital expenditure (including key money paid), which represents a permanent cash outflow. |
Free cash flow is defined as cash flow from operating activities (after interest and tax paid) and excluding contract acquisition costs net of repayments, less purchase of shares by employee share trusts and maintenance capital expenditure (including key money paid). Free cash flow is a useful measure for investors, as it represents the cash available to invest back into the business to drive growth, pay the ordinary dividend, with any surplus being available for additional returns to shareholders.
These measures have limitations as they omit certain components of the overall cash flow statement. They are not intended to represent IHGs residual cash flow available for discretionary expenditures, nor do they reflect our future capital commitments. These measures are used by many companies, but there can be differences in how each company defines the terms, limiting their usefulness as a comparative measure. Therefore, it is important to view these measures only as a complement to the Group statement of cash flows. |
The performance review should be read in conjunction with the Non-GAAP reconciliations on pages 172 to 175 and the glossary on pages 204 to 205. |
36 | IHG | Annual Report and Form 20-F 2018 |
Group results
12 months ended 31 December | ||||||||||||||||||||||||||||||
2018 $m |
2017 Restated $m |
2018 vs 2017 % change |
2016 Restated $m |
2017 vs 2016 % change |
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Revenuea | ||||||||||||||||||||||||||||||
Americas | 1,051 | 999 | 5.2 | 969 | 3.1 | |||||||||||||||||||||||||
EMEAA | 569 | 457 | 24.5 | 439 | 4.1 | |||||||||||||||||||||||||
Greater China | 143 | 117 | 22.2 | 112 | 4.5 | |||||||||||||||||||||||||
Central | 170 | 157 | 8.3 | 147 | 6.8 | |||||||||||||||||||||||||
Revenue from reportable segments | 1,933 | 1,730 | 11.7 | 1,667 | 3.8 | |||||||||||||||||||||||||
System Fund revenues | 1,233 | 1,242 | (0.7 | ) | 1,199 | 3.6 | ||||||||||||||||||||||||
Reimbursement of costs | 1,171 | 1,103 | 6.2 | 1,046 | 5.4 | |||||||||||||||||||||||||
Total revenue | 4,337 | 4,075 | 6.4 | 3,912 | 4.2 | |||||||||||||||||||||||||
Operating profita | ||||||||||||||||||||||||||||||
Americas | 662 | 637 | 3.9 | 626 | 1.8 | |||||||||||||||||||||||||
EMEAA | 202 | 171 | 18.1 | 157 | 8.9 | |||||||||||||||||||||||||
Greater China | 69 | 52 | 32.7 | 46 | 13.0 | |||||||||||||||||||||||||
Central | (117 | ) | (102 | ) | (14.7 | ) | (123 | ) | 17.1 | |||||||||||||||||||||
Operating profit from reportable segments | 816 | 758 | 7.7 | 706 | 7.4 | |||||||||||||||||||||||||
System Fund result | (146 | ) | (34 | ) | (329.4 | ) | 35 | (197.1 | ) | |||||||||||||||||||||
Operating profit before exceptional items | 670 | 724 | (7.5 | ) | 741 | (2.3 | ) | |||||||||||||||||||||||
Exceptional items | (104 | ) | 4 | (2,700.0 | ) | (29 | ) | 113.8 | ||||||||||||||||||||||
Operating profit | 566 | 728 | (22.3 | ) | 712 | 2.2 | ||||||||||||||||||||||||
Net financial expenses | (81 | ) | (72 | ) | (12.5 | ) | (80 | ) | 10.0 | |||||||||||||||||||||
Profit before tax | 485 | 656 | (26.1 | ) | 632 | 3.8 | ||||||||||||||||||||||||
Earnings per ordinary share | ||||||||||||||||||||||||||||||
Basic | 184.7¢ | 279.8¢ | (34.0 | ) | 215.1¢ | 30.1 | ||||||||||||||||||||||||
Adjusted | 292.1¢ | 244.6¢ | 19.4 | 203.8¢ | 20.0 | |||||||||||||||||||||||||
Average US dollar to sterling exchange rate | |
$1: £0.75 |
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$1: £0.78 |
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(3.8 | ) | |
$1: £0.74 |
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5.4 |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance | 37 |
Strategic Report
Performance continued
Group continued
38 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance | 39 |
Strategic Report
Performance continued
In 2018, we signed the highest number of rooms in 10 years. We expanded our mainstream leadership with innovations to our Holiday Inn Express, Holiday Inn and extended stay brands, and launched avid hotels. We also increased our luxury and upscale presence with the growth of InterContinental, Kimpton and Hotel Indigo and investments in Crowne Plaza.
Elie Maalouf Chief Executive Officer, Americas
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40 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance | 41 |
Strategic Report
Performance continued
Americas continued
42 | IHG | Annual Report and Form 20-F 2018 |
It has been a strong year of performance for EMEAA. Through expanding our core brand portfolio, launching exciting new brands and step-changing performance, we have increased our signings by more than 20%. Our talented teams, working close to the market, have delivered richer guest experiences and enhanced owner returns.
Kenneth Macpherson Chief Executive Officer, EMEAA
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IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance | 43 |
Strategic Report
Performance continued
EMEAA continued
44 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance | 45 |
Strategic Report
Performance continued
Greater China is our fastest growing region and has seen another record year in both new signings and openings in 2018. We continue executing our strategic plans, including a tailored franchise support model and investing in the talent that supports our growth.
Jolyon Bulley Chief Executive Officer, Greater China
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46 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance | 47 |
Strategic Report
Performance continued
Greater China continued
48 | IHG | Annual Report and Form 20-F 2018 |
Central
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance | 49 |
Strategic Report
Performance continued
Other financial information
Liquidity and capital resources
50 | IHG | Annual Report and Form 20-F 2018 |
Liquidity and capital resources continued
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance | 51 |
52 | IHG | Annual Report and Form 20-F 2018 |
Holiday Inn Helsinki City Centre, Finland |
IHG | Annual Report and Form 20-F 2018 | Governance | 53 |
Our Board and Committee governance structure
Board and Committee membership and attendance in 2018
Meetings | ||||||||||||||||||||||||||||||||||||||||||
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Appointment date |
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Committee appointments |
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Board | |
Audit Committee |
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Corporate Responsibility Committee |
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Nomination Committee |
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Remuneration Committee |
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Total meetings held | 8 | 5 | 3 | 2 | 4 | |||||||||||||||||||||||||||||||||||||
Chair | ||||||||||||||||||||||||||||||||||||||||||
Patrick Cescauc | 01/01/13 | 8/8 | | | 2/2 | | ||||||||||||||||||||||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||||||||||||||||||||||||
Keith Barr | 01/07/17 | 8/8 | | | | | ||||||||||||||||||||||||||||||||||||
Executive Directors | ||||||||||||||||||||||||||||||||||||||||||
Paul Edgecliffe-Johnson | 01/01/14 | 8/8 | | | | | ||||||||||||||||||||||||||||||||||||
Elie Maalouf | 01/01/18 | 8/8 | | | | | ||||||||||||||||||||||||||||||||||||
Senior Independent Non-Executive Director |
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Dale Morrison | 01/06/11 | 8/8 | 5/5 | | 2/2 | 4/4 | ||||||||||||||||||||||||||||||||||||
Non-Executive Directors | ||||||||||||||||||||||||||||||||||||||||||
Anne Busquet | 01/03/15 | 8/8 | 5/5 | 3/3 | 2/2 | | ||||||||||||||||||||||||||||||||||||
Ian Dyson | 01/09/13 | 8/8 | 5/5 | | 2/2 | 3/4 | a | |||||||||||||||||||||||||||||||||||
Jo Harlow | 01/09/14 | 7/8 | | 2/2 | 4/4 | |||||||||||||||||||||||||||||||||||||
Luke Mayhew | 01/07/11 | 8/8 | 5/5 | 3/3 | 2/2 | | ||||||||||||||||||||||||||||||||||||
Jill McDonald | 01/06/13 | 8/8 | 5/5 | 3/3 | 2/2 | | ||||||||||||||||||||||||||||||||||||
Malina Ngai | 01/03/17 | 7/8 | | 2/3 | b | 2/2 | 3/4 | b |
a | Ian Dyson was unable to attend one Remuneration Committee meeting due to a prior commitment. |
b | Malina Ngai was unable to attend one Corporate Responsibility Committee meeting and one Remuneration Committee meeting due to a prior commitment. |
c | In principle the Chair attends all Committee meetings, and the full Board attends the relevant sections of the Audit Committee meetings when results and risk management processes and controls are discussed and considered. |
Board Committee membership key | ||||||||
Audit Committee member | Remuneration Committee member | |||||||
Corporate Responsibility Committee member | Chair of a Board Committee | |||||||
Nomination Committee member |
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance | 55 |
Ian Dyson Independent Non-Executive Director Appointed to the Board: 1 September 2013
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Skills and experience: Ian has held a number of senior executive and finance roles, including Group Finance and Operations Director for Marks and Spencer Group plc for five years from 2005 to 2010, where he oversaw significant changes in the business. In addition, Ian was Chief Executive Officer of Punch Taverns plc, Finance Director for the Rank Group Plc, a leading European gaming business, and Group Financial Controller and Finance Director for the hotels division of Hilton Group plc. |
Board contribution: Ian has gained significant experience from working in various senior finance roles, predominantly in the retail, leisure and hospitality sectors. Ian became Chair of the Audit Committee on 1 April 2014, and, as such, is responsible for leading the Committee to ensure effective internal controls and risk management systems are in place.
Other appointments: Currently a Non-Executive Director and Chair of the Audit Committee of SSP Group plc, Senior Independent Non-Executive Director and Chair of the Audit Committee of ASOS plc and Senior Independent Non-Executive Director of Paddy Power Betfair plc.
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Jo Harlow Independent Non-Executive Director Appointed to the Board: 1 September 2014
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Skills and experience: Jo most recently held the position of Corporate Vice President of the Phones Business Unit at Microsoft Corporation. She was previously Executive Vice President of Smart Devices at Nokia Corporation, following a number of senior management roles at Nokia from 2003. Prior to that, she held marketing, sales and management roles at Reebok International Limited from 1992 to 2003 and at Procter & Gamble Company from 1984 to 1992. | Board contribution: Jo has over 25 years experience working in various senior roles, predominantly in the branded and technology sectors. Jo became Chair of the Remuneration Committee on 1 October 2017, and as such she is responsible for setting the remuneration policy. Jo is also a member of the Nomination Committee.
Other appointments: Currently a member of the Supervisory Board of Ceconomy AG, and a Non-Executive Director of Halma plc and J Sainsbury plc.
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Luke Mayhew Independent Non-Executive Director Appointed to the Board: 1 July 2011
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Skills and experience: Luke served for 12 years on the Board of John Lewis Partnership plc, 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 WHSmith PLC and Chair of Pets at Home Group Plc. | Board contribution: Luke has over 30 years experience in senior roles in the branded sector and was Remuneration Committee Chair at Brambles Limited from 2006 to 2014 and at IHG from July 2011 to September 2017.
Other appointments: Currently a Senior Independent Director of DFS Furniture plc, a trustee of BBC Children in Need and a Governor of the Southbank Centre.
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Jill McDonald Independent Non-Executive Director Appointed to the Board: 1 June 2013
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Skills and experience: Jill started her career at Colgate-Palmolive Company, spent 16 years with British Airways Plc and has held a number of senior marketing positions in the UK and overseas. Jill was Chief Executive Officer UK and President for the North West Europe division for McDonalds, and held a number of other senior roles in the company from 2006. From May 2015 until September 2017, Jill served as Chief Executive Officer of the Halfords Group plc. | Board contribution: Jill has over 30 years experience working with high-profile international consumer-facing brands at both marketing and operational level. As Chair of the Corporate Responsibility Committee, she is responsible for corporate responsibility objectives and strategy and approach to sustainable development.
Other appointments: Currently Managing Director, Clothing, Home and Beauty, at Marks and Spencer plc.
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Malina Ngai Independent Non-Executive Director Appointed to the Board: 1 March 2017
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Skills and experience: Malina is Group Chief Operating Officer of A.S. Watson Group, which is part of Hong Kong-based conglomerate CK Hutchison Holdings Limited. A.S. Watson Group is the largest international health and beauty retailer in Asia and Europe with 13 brands including Watsons, Superdrug, Savers, The Perfume Shop, Kruidvat, ICI Paris XL and ParknShop. In addition, Malina is Vice Chair of the Hong Kong Retail Management Association and was previously a member of the Board of Directors of the Hong Kong Sports Institute Limited. | Board contribution: Malina has over 20 years experience gained from working in senior positions in global organisations across a broad range of sectors, with particular understanding of consumer-facing branded companies and the role that technology and digital commerce play in transforming the consumer experience.
Other appointments: Currently Group Chief Operating Officer of A.S.Watson Group and Vice Chair of the Hong Kong Retail Management Association.
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IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance | 57 |
Governance
Corporate Governance continued
In addition to Keith Barr, Paul Edgecliffe-Johnson and Elie Maalouf, the Executive Committee from 1 January 2019 comprises:
Claire Bennett Chief Marketing Officer Appointed to the Executive Committee: October 2017 (joined the Group: 2017) |
Skills and experience: Claire joined IHG with an in-depth knowledge of the travel and tourism industry having spent 11 years at American Express in a range of senior leadership roles across marketing, consumer travel and loyalty. Most recently, Claire was General Manager (GM), Global Travel and Lifestyle, where she led a team responsible for delivering luxury lifestyle services. Prior to this, Claire held roles as GM for Consumer Loyalty, GM for US Consumer Travel, and Senior Vice President, Global Marketing and Brand Management, where she led worldwide advertising, media, sponsorship and marketing research teams. | Claire has also held senior marketing positions at Dell, as well as finance and general management roles at The Quaker Oats Company, building significant expertise across technology, consumer packaged goods, financial services, and travel and hospitality sectors. Claire has been an Executive Board Member of the World Travel and Tourism Council (WTTC), served as a Board Member of Tumi Inc. and participated on multiple industry advisory boards. Claire is a Certified Public Accountant and holds an MBA from the J.L. Kellogg Graduate School of Management at Northwestern University.
Key responsibilities: These include all aspects of our brands, loyalty strategy and programmes, sponsorships, strategic partnerships, insights and analytics and marketing execution.
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Jolyon Bulley Chief Executive Officer, Greater China Appointed to the Executive Committee: November 2017 (joined the Group: 2001) |
Skills and experience: Prior to Jolyons appointment as Chief Executive Officer for Greater China, Jolyon was Chief Operating Officer (COO) for the Americas, leading the regions operations for franchised and managed hotels, in addition to cultivating franchisee relationships and enhancing hotel operating performance. Jolyon has also served as COO for Greater China for almost four years, with oversight of the regions hotel portfolio and brand performance, food and beverage brand solutions, new hotel openings and owner relations. | Jolyon joined IHG in 2001, as Director of Operations, New South Wales in Australia, and then held roles of increasing responsibility across IHGs Asia-Pacific region. He became Regional Director Sales and Marketing for Australia, New Zealand and South Pacific in 2003, relocated to Singapore in 2005 and held positions of Vice President Operations South East Asia and India, Vice President Resorts, and Vice President Operations, South East and South West Asia. Jolyon graduated from William Angliss institute in Melbourne with a concentration on Tourism and Hospitality.
Key responsibilities: These include the management, growth and profitability of IHGs fastest growing region, Greater China.
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Yasmin Diamond Executive Vice President, Global Corporate Affairs Appointed to the Executive Committee: April 2016 (joined the Group: 2012) |
Skills and experience: Before joining IHG in April 2012, Yasmin was Director of Communications at the Home Office, where she advised the Home Secretary, Ministers and senior officials on the strategic development and daily management of all the Home Offices external and internal communications. She was previously Director of Communications at the Department for Environment, Food and Rural Affairs; Head of Communications for Welfare to Work and New Deal; and Head of Marketing at the Department for Education and Skills. Before joining government communications, Yasmin was Publicity Commissioner for the BBC, where she led communications activity around the launch of a new digital learning channel and around the BBCs educational output for both adults and children.
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In 2011, Yasmin was awarded a Companion of the Order of the Bath (CB) in the New Years honours list in recognition of her career in government communications. In addition, Yasmin sits on the Board of Trustees for the British Council, the UKs international organisation for cultural relations and educational opportunities.
Key responsibilities: These include all global communications activity, ensuring that it supports and enables IHGs broader strategic priorities. This includes all external and internal activity, covering both corporate and brand communications, as well as leading IHGs Corporate Responsibility strategy and key public affairs work.
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Kenneth Macpherson Chief Executive Officer, EMEAA Appointed to the Executive Committee: April 2013 (joined the Group: 2013) |
Skills and experience: Kenneth Macpherson became Chief Executive Officer, EMEAA in January 2018. Kenneth was previously IHGs CEO for Greater China, a role he held from 2013 to 2017. Kenneth has extensive experience across sales, marketing strategy, business development and operations. In addition to 12 years living and working in China, Kenneths career includes experience in Asia, the UK, France and South Africa. Before IHG, Kenneth worked for 20 years at Diageo, one of the UKs leading branded companies. His senior management positions included serving as Managing Director of Diageo Greater China, where he helped to build the companys presence and led the landmark deal to acquire ShuiJingFang, a leading manufacturer of Chinas national drink, and one of the first foreign acquisitions of a Chinese listed company.
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Key responsibilities: Kenneth is responsible for the management, growth and profitability of the EMEAA region. He also manages a portfolio of hotels in some of the worlds most exciting destinations, in both mature and emerging markets. |
58 | IHG | Annual Report and Form 20-F 2018 |
Ranjay Radhakrishnan Chief Human Resources Officer Appointed to the Executive Committee: December 2016 (joined the Group: 2016)
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Skills and experience: Ranjay joined IHG as Chief Human Resources Officer in December 2016. He previously spent 23 years at Unilever, in a range of senior leadership roles at global, regional and country levels. At Unilever, Ranjay was most recently Executive Vice President Global HR (Categories and Market Clusters), where he led HR for Unilevers eight regions (Market Clusters) and four global Product Categories under a unified global HR leadership role. Ranjay has worked and lived in several countries, including the UK, the Netherlands, Singapore, UAE and India.
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Key responsibilities: These include global talent management, learning and capability building, diversity, organisation development, reward and benefit programmes, employee relations, and all aspects of the people and organisation strategy for the Group. | ||
George Turner Executive Vice President, Chief Commercial and Technology Officer Appointed to the Executive Committee: January 2009 (joined the Group: 2008)
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Skills and experience: George joined IHG in 2008 and spent a decade as IHGs EVP, General Counsel and Company Secretary, with responsibility for corporate goverance, risk and assurance, corporate responsibility and information security. He is a solicitor and qualified to private practice in 1995. Prior to joining the Group, George spent over 10 years with Imperial Chemical Industries PLC, where he held various key positions including Deputy Company Secretary and Senior Legal Counsel. In February 2019 George was appointed as Chief Commercial and Technology Officer, continuing as Company Secretary until 1 March 2019.
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Key responsibilities: As EVP, General Counsel and Company Secretary, these included corporate governance, risk management, information security, insurance, regulatory compliance, internal audit, legal and hotel standards. As EVP, Chief Commercial and Technology Officer, these include global sales, distribution, revenue management, property systems, digital and voice, information security and technology. | ||
Changes to the Executive Committee
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Nicolette Henfrey Executive Vice President, General Counsel and Company Secretary Appointed to the Executive Committee: February 2019 (joined the Group: 2001)
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Skills and experience: Nicolette joined IHG in 2001, and was appointed Deputy Company Secretary in August 2011, during which time she worked very closely with the Board, Executive Committee and wider organisation to ensure best-in-class delivery and compliance across our legal and regulatory areas. Nicolette is a solicitor and prior to joining IHG worked for Linklaters in London and Findlay & Tait (now Bowman Gilfillan) in South Africa. She will be appointed as Company Secretary from 1 March 2019.
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Key responsibilities: These include overseeing our approach to corporate governance, risk management, insurance, regulatory compliance, internal audit, legal and hotel standards.
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Eric Pearson
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It is with deep sadness that we report that Eric Pearson, our Chief Commercial and Technology Officer, passed away on 26 December 2018. Eric was an incredibly unique, talented and well respected individual, both within IHG and across industries. In over 20 years with IHG, he played an integral part in our success, and his expertise, passion, leadership and friendship will be sorely missed. During his tenure, he led many key parts of | our business and helped shape and deliver our strong digital offer, launching several industry firsts and building an excellent leadership team with great strength and depth. He touched many peoples lives, and a fitting tribute to him will be the scholarships in his name with Junior Achievement of Georgia, where he was a Board member, which will ensure his legacy goes on to inspire future generations. |
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance | 59 |
Governance
Corporate Governance continued
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Area of discussion |
Discussion topic | ||
Strategic and operational matters |
Accelerating our growth | Regular updates were received on key milestones including organisational structures and workforce transition, progress against key strategic initiatives and risk management and culture change. | ||
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Strategic initiatives | Regular consideration of merger and acquisition activity, including the acquisition of the Regent brand and entry into a managed lease transaction in the UK. | |||
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Operating regions | Operating performance, competitive positioning, outlook and strategy, including progress against KPIs, were considered at each Board meeting and deep-dive sessions on each region were also presented during the year, considering our guest and owner proposition throughout. | |||
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Commercial delivery | Updates on progress against our channels and sales strategy and updates on the roll out of IHG Concerto, including the approach to risk mitigation and future initiatives. | |||
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Brands | Brand performance and initiatives for all brands, including approving the launch of voco, and monitoring progress following the launch of avid hotels. | |||
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Our people and culture | Presentations from the Chief Human Resources Officer on people, and culture change, including updates on engagement scores, feedback sessions, and key learnings. The Board discussed the conclusions reached and next steps, including how the interests of the workforce had been considered and the importance of ensuring key learnings were implemented. | |||
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Finance | In addition to approving the budget, review of the Groups funding and liquidity position and approving a 500 million bond. | |||
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Corporate governance |
Updates from each of the Board Committees | Details of Committee activities during 2018 can be found on pages 64 to 69 and 72 to 85. | ||
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Corporate Governance Code and The Companies (Miscellaneous Reporting) Regulations | Presentations were received on corporate governance developments, including statutory duties, stakeholder engagement, workforce voice, Board composition, diversity, remuneration, culture and stewardship. | |||
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Quarterly corporate governance and regulatory updates, including reviews of regulatory developments and any upcoming legislative changes affecting the business, the Board and/or its Committees | Internal quarterly updates are provided to the Board covering key regulatory and corporate governance developments and how the Group is responding. Further information can be obtained from the Company Secretary. | |||
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Year-end matters, including the Annual Report and Form 20-F | Details of the review process of the Annual Report and Form 20-F can be found on page 64. | |||
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Board effectiveness evaluation | Details of the process and outcome of the internal Board effectiveness review can be found on page 63. | |||
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60 | IHG | Annual Report and Form 20-F 2018 |
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Area of discussion |
Discussion topic | ||
Risk management | Cybersecurity | Presentations from the Chief Information Security Officer on cybersecurity, including the threat landscape, information security priorities, and updates on key initiatives and metrics. | ||
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Internal controls and risk management systems, our risk appetite and our global insurance programme | Regular updates were received on internal controls, risk management systems, our risk appetite and global insurance programme. Reports on risk topics were delivered by the Chair of each Committee. | |||
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Terms of Reference for each Board Committee | Changes to the Terms of Reference of the Committees were approved during the year, in preparation for the implementation of the new 2018 UK Corporate Governance Code. The Terms of Reference for all Committees and the Matters Reserved for the Board can be found on our website. | |||
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Investor relations, stakeholder engagement and communications |
Updates on investor perceptions and shareholder relations, consideration of analysts reports and media updates | The Board receives a regular report outlining share register movement, relative share price performance, Investor Relations activities and engagement with shareholders. The Board also considered feedback from the regular investor and analyst perception survey. | ||
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Stakeholder engagement | The Board continued to consider stakeholders throughout all Board discussions. In addition separate updates and presentations were provided on the workforce, the Groups owners engagement strategy, and outsource suppliers. | |||
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Global communications updates | The Board receives a regular report on global communications, including the external landscape and communications activity across key regions, our brands and our people. | |||
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Review and approval of shareholder returns strategies for 2018 | During the year, the Board considered and after taking into account stakeholder interests, distributable reserves and long-term success of the Company, recommended two dividends and a $500 million return to shareholders via a special dividend with share consolidation, which was approved by shareholders on 11 January 2019 and paid on 29 January 2019. | |||
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Preparations for the AGM | Details of the 2019 AGM can be found on page 62. | |||
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Annual Strategy Meeting March 2018
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance | 61 |
Significant matters in the 2018 Financial Statements
The Committee discussed with management and the Auditor the key judgements applied in the Financial Statements, the exceptional items arising in the year and the impact of any accounting developments or legislative changes. The main items discussed are outlined below.
Area of focus |
Issue/Role of the Committee |
Conclusions/Actions taken | ||
Accounting for the System Fund |
Given significant changes to the way IHG accounts for the System Fund due to the adoption of IFRS 15 in 2018, the Committee reviewed the controls, judgements and decisions related to System Fund accounting. |
In forming a conclusion on the appropriateness of the System Fund accounting the Committee met with senior finance management to review and evaluate the judgements made in determining that revenue and expenses of the System Fund should be accounted for in the income statement, and derecognising the historic balance sheet surplus, as determined by managements interpretation of IFRS 15. The Committee concluded this change was appropriate and their decision was supported by the conclusions reached by the AICPA Hospitality Entities Revenue Recognition Task Force (the Task Force) focused on IFRS 15, where management participated alongside other hotel companies and audit firms.
At each Committee meeting the Committee reviewed the status and results of System Fund testing for controls required by the Sarbanes-Oxley Act. The Committee also considered EYs procedures and conclusions in this area, and concluded that the controls were appropriate and effective. | ||
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Accounting for IHG Rewards Club |
With the adoption of IFRS 15 the accounting for the IHG Rewards Club programme changed significantly in 2018. Accounting for the programme still requires significant judgement and represents a material deferred revenue balance. Accordingly, the Committee reviewed the controls, judgements and decisions related to accounting for the IHG Rewards Club programme. |
In forming a conclusion on the appropriateness of the accounting for the IHG Rewards Club programme, the Committee met with senior finance management to review and evaluate the judgements made to change the accounting for the IHG Rewards Club Points from a liability based on the future cost of redemptions to a deferred revenue balance. The Committee determined the treatment was appropriate and their decision was supported by conclusions reached by the Task Force.
The Committee further reviewed the deferred revenue balance and questioned the valuation approach, the results of the external actuarial review and judgement exercised on the breakage of outstanding IHG Reward Club Points. The Committee also considered EYs procedures and conclusions in this area, and concluded that the deferred revenue balance is appropriately stated. | ||
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Impairment testing |
Impairment reviews require significant judgement and the Committee therefore scrutinises the methodologies applied and the inherent sensitivities in determining any potential asset impairment. |
The Committee reviewed a management report outlining the approach taken on impairment testing and key assumptions and sensitivities supporting the conclusion on the various asset categories. The Committee examined the assumptions related to non-current assets, assets previously impaired and the assets acquired as part of the Kimpton acquisition. The Committee also considered EYs procedures and conclusions in this area, and concluded that it agreed with the determinations reached on impairment. | ||
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Litigation |
From time to time, the Group is subject to legal proceedings with the ultimate outcome of each being subject to many uncertainties. The Committee reviews and evaluates the need for any provisioning on a case by case basis. |
At each meeting during the year, the Committee considered a report detailing all material litigation matters. The Committee discussed and agreed any provisioning requirements for these matters. | ||
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Exceptional items |
The Group exercises judgement in presenting exceptional items. The Committee reviews and challenges the classification of items as exceptional based on their materiality or nature. |
The Committee considered the consistency of the treatment and nature of items classified as exceptional over the last five years and discussed the items disclosed as exceptional. The Committee reviewed and challenged the significance, timing and nature of the exceptional items disclosed in note 6, comprising reorganisation costs, acquisition and integration costs, US pension settlement and litigation. The Committee also considered EYs procedures and conclusions in this area, and concluded that the disclosures and the treatment of the items shown as exceptional were appropriate. | ||
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Acquisitions of Regent and UK portfolio |
Acquisition accounting involves judgement in establishing the fair values of the assets and liabilities acquired. The Committee reviews the accounting and challenges the appropriateness of the inputs and judgements to these valuations. |
The Committee considered the work done to establish the fair value of the assets acquired and future consideration payable. The Committee questioned the assumptions underlying the valuations and considered reports provided by third-party valuation experts. The Committee also considered EYs procedures and conclusions in this area, and concluded that the fair values recognised were appropriate. | ||
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IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance | 65 |
Governance
Corporate Governance continued
Audit Committee Report continued
66 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance | 67 |
Governance
Corporate Governance continued
Corporate Responsibility Committee Report
We understand how vital corporate responsibility is in delivering our purpose of providing True Hospitality for everyone and≈supporting our shared commitment to long-term value creation.
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68 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance | 71 |
Governance
Directors Remuneration Report
Remuneration Committee Chairs statement
We will review our Directors Remuneration Policy in 2019 in light of our renewed focus and the increased pace with which we are executing our strategy to deliver high-quality, sustainable growth and superior returns for shareholders.
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Table of Contents | ||||||
72 | Directors Remuneration Report | 74 | Remuneration at IHG the wider context | |||
72 | Remuneration Committee Chairs statement | 78 | Annual Report on Directors Remuneration | |||
73 | At a glance | (subject to an advisory vote at the 2019 AGM) |
72 | IHG | Annual Report and Form 20-F 2018 |
How we performed in 2018
The 2018 outcomes reflect the progress made as a result of our focus on high-quality growth and superior value-creation through our brands, our people and our systems. We achieved our target for EBIT, delivered strong net system size growth and exceeded our maximum target for savings to reinvest in the business for future growth. In respect of our long-term goals for 2016-18, we again delivered great shareholder returns and met our three-year threshold target for rooms but fell short of our three-year threshold target RevPAR growth.
Executive Director remuneration
2018 remuneration
The table below shows the 2018 potential remuneration opportunity and actual achievement compared to 2017 actual achievement. For Keith Barr, the 2017 actual achievement relates to the period 1 July to 31 December 2017 and no comparative data is shown for Elie Maalouf as this was prior to his appointment to the Board. The relevant figures for each of the elements that make up the single total figure of remuneration, as shown below for the Executive Directors, can be found in the table on page 78.
IHG | Annual Report and Form 20-F 2018 | Governance | Directors Remuneration Report | 73 |
Governance
Directors Remuneration Report
Remuneration at IHG the wider context
Remuneration Committee remit
The Committee has reviewed wider workforce remuneration and related policies on an ad-hoc basis. For example, given our global scale and growth agenda, the Committee reviewed IHGs updated International Mobility policy during 2018. This is an important aspect of remuneration for our globally mobile population as we develop the skills and experience of our employees working in specialist functions around the world. During 2019, the Committee will commence a formal rolling programme of reviewing all aspects of remuneration and related policies for the wider workforce in terms of alignment with executive remuneration and IHGs culture, values and strategy.
Remuneration Committee
The Committee has historically taken a wider view of the remuneration matters that it considers necessary to carry out its role in relation to executive pay than has been required under the 2018 Corporate Governance Code (the new Code). The new Code, issued in the summer of 2018, puts more formal obligations on the Board and its Committees in respect of remuneration and wider employee relations and employment practices. The accountability for some of these responsibilities, such as the review of workforce remuneration and related policies and the setting of remuneration for the Executive Committee, will be with the Remuneration Committee. Indeed, the Committee already has the latter responsibility at IHG. We show in this section some of the relevant remuneration governance topics already addressed by the Committee, as well as selected topics that will be addressed as we review the DR Policy this year.
Compliance with Corporate Governance Code
The existing approved DR Policy is already in line with a great majority of the new Code in relation to remuneration. Our policy on long-term incentives does not currently impose a compulsory holding period for shares which vest after the three-year performance period. As explained on page 75, the Committee has determined that a two-year holding period will apply for Executive Directors in respect of the 2019/21 plan cycle.
On pensions, our current Directors Remuneration Policy, supported by shareholders in 2017, provides for Executive Director pension contributions of up to 30%. The current CEO has received a company pension contribution of 25% since appointment in 2017. The CFO has volunteered to receive a pension contribution reduced from 30% to 25% of salary, effective April 2019. Following the recent guidance given in the new Code and subsequent input from other external stakeholders, the Committee will review Executive Director pension provision as part of the wider review of the Directors Remuneration Policy taking place in 2019.
74 | IHG | Annual Report and Form 20-F 2018 |
Long term incentives vesting and holding period
The new Code includes a provision that shares earned under long term incentive plans, such as our LTIP, should be subject to a total vesting and holding period of five years or more. Under our existing DR Policy, LTIP shares are granted subject to performance conditions measured over a period of at least three years, and the Committee has the ability to impose a further holding period in respect of those shares. The Committee has determined that, following the three-year performance period for the 2019/21 LTIP, Executive Directors will be subject to a further two-year holding period in respect of all vested shares from that cycle. This is in addition to a number of other existing aspects of our DR Policy which match or exceed the expectations under the new Code and related guidance in respect of shareholdings and incentive arrangements:
Shareholding requirements
Executive Directors are expected to hold all shares earned, net of any sales required to meet personal tax liabilities, until the guideline shareholding of 300% of salary for the CEO and 200% of salary for other Executive Directors is met. This shareholding can include unvested shares that are not subject to any further performance conditions;
Discretion
The Committee has the discretion under both the short and long-term incentive arrangements to override formulaic outcomes. The use of discretion enables the Committee to ensure that outcomes are consistent with business performance and the interests of shareholders. It also enables the Committee to treat Executive Directors who leave IHG in a fair and equitable manner. It was not considered necessary for the Committee to apply discretion in respect of remuneration outcomes in 2018;
Malus and clawback
Provisions are in place to withhold or recover sums or share awards under specific circumstances in which it would be appropriate to do so, including misconduct likely to result in significant reputational damage to the Company, a material adverse effect on the Companys financial position or the business opportunities and prospects, or a material misstatement or restatement in the accounts; and
Shareholding post-cessation of employment
Prior to the introduction of post-employment shareholding requirements under the new Code, we introduced a condition under our DR Policy for the full guideline minimum shareholding requirement to continue for six months after cessation of employment and 50% of the requirement to continue for an additional six months.
We will further consider our Executive Director shareholding requirements in light of the new Code and developing practice and guidelines as part of the review of our DR Policy in 2019.
Wider workforce remuneration and policies
Remuneration for all employees
The quantum and composition of remuneration and annual incentives differs between employees throughout the Group in a number of ways, most notably based on their role and position in the organisation. There is a strong alignment at all levels between remuneration and the delivery of outcomes that are key to the continued success of the business. As responsibility increases, so too does an employees potential total remuneration, with the most significant aspects of the remuneration in more senior roles being dependant on the successful delivery of these outcomes.
All employees are rewarded for meeting objectives aligned to our strategy, although the mix and weighting of particular objectives may differ depending on an individuals role or grade. Our Strategic Model (pages 18 to 20) and Key Performance Indicators (pages 31 to 35) have been established to maintain focus on the key areas of our strategy for high-quality growth.
| Performance conditions for annual and long-term incentive awards are aligned to the strategic priorities over the performance period, for example net system size growth is a measure under all corporate employees short-term incentive plans; |
| Stretching and measurable targets for all performance conditions reward employees for the successful delivery of the objectives set by the Committee. Details of those set in respect of Executive Directors 2018 remuneration are shown in the At a glance section on page 73 and measures for 2019 incentive plans are covered on page 83; |
| A range of strategic metrics is set each year, which can reduce annual incentive payouts if minimum conditions are not met. For 2018, at least 4 out of 10 global metrics had to be achieved before the net system size growth achievement could be counted for short-term incentive plan purposes; and |
| Additional measures are in place to ensure poor performance is not rewarded, such as payout restrictions based on financial performance and Remuneration Committee discretions. |
IHG | Annual Report and Form 20-F 2018 | Governance | Directors Remuneration Report | 75 |
Governance
Directors Remuneration Report
Remuneration at IHG the wider context continued
76 | IHG | Annual Report and Form 20-F 2018 |
Alignment of incentives with business strategy and culture
Link to strategy
Remuneration outcomes at IHG are linked to our strategic business objectives, which are focused on the delivery of high-quality, sustainable growth and value-creation through preferred brands, delivering a superior owner proposition, leveraging scale and generating revenue through the lowest cost direct channels. The At a glance section of this report shows the outcomes for 2018 and the link between performance outcomes and pay for this year. The link to our Strategic Model for each measure linked to remuneration outcomes in 2018 is shown below:
Measures used for APP | Measures used for LTIP | |||||||||||||||||||||||||
Strategic Model components | EBIT (70%) |
Net system size growth (15%) |
Savings for reinvestment |
TSR (40%) |
Net system size growth (20%) |
Total gross revenue (20%) |
Cash flow (20%) | |||||||||||||||||||
Build and leverage scale | ||||||||||||||||||||||||||
Strengthen loyalty programme | ||||||||||||||||||||||||||
Enhance revenue delivery | ||||||||||||||||||||||||||
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Evolve owner proposition | |||||||||||||||||||||||||
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Optimise our preferred portfolio of brands for owners and guests |
Culture and behaviours
Remuneration structures are designed to provide a link between an individuals contribution and the organisations culture and values as well as its strategic aims, while providing the flexibility to keep pace with IHGs changing priorities:
| All corporate employees are eligible for a bonus and a significant proportion (up to 40%) of the target award for employees below the Executive Committee is based on an Overall Performance measure aligned to strategic goals, behaviours and personal development; and |
| Overall Performance achievements are also a key driver in the consideration of salary increases for all employees. |
In addition, a global employee recognition programme enables colleagues to recognise and reward each other for achievements which exemplify either our values or the cultural behaviours necessary to underpin the Companys long-term success.
Diversity and inclusion
We have a global diversity and inclusion strategy, led by a Global Diversity and Inclusion Board (D&I Board), with specific and targeted actions to address any inequalities in the workplace, including:
| Addressing hotspots of under-representation in operational and senior leadership roles; |
| Targeted leadership programmes aimed at accelerating the development of diverse leadership and talent; |
| Maintaining a culture of inclusion through support networks, resource groups, awareness campaigns and training for our people; and |
| Active senior leader engagement as part of the Global D&I Board. |
In addition to these focused efforts to create value for IHG through increased diversity and inclusion, it is the Companys policy to comply with international, national and local regulatory requirements and, where required, take any affirmative action as stipulated by local laws. In respect of remuneration, this includes undertaking the UK Gender Pay Gap analysis.
Further information on this is available on IHGs website at | ||
www.ihgplc.com/responsible-business |
IHG | Annual Report and Form 20-F 2018 | Governance | Directors Remuneration Report | 77 |
Governance
Directors Remuneration Report continued
Annual Report on Directors Remuneration
This Annual Report on Directors Remuneration explains how the
Directors Remuneration Policy (DR Policy) was implemented in 2018
and the resulting payments each of the Executive Directors received.
This report is subject to an advisory vote by shareholders at the 2019 AGM. The notes to the single-figure table provide further detail, where relevant, for each of the elements that make up the total single figure of remuneration in respect of each of the Executive Directors.
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Single total figure of remuneration Executive Directors |
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Salary | Benefits | Pension benefit | APP | LTIP | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Directors |
2018 £000 |
2017 £000 |
2018 £000 |
2017 £000 |
2018 £000 |
2017 £000 |
2018 £000 |
2017 £000 |
2016/18 cycle (value of shares) £000 |
2015/17 cycle (value of shares) £000a |
2018 £000 |
2017 £000 |
2018 £000 |
2017 £000 |
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Keith Barrb | 792 | 388 | 51 | 17 | 198 | 97 | 1,343 | 545 | 559 | 614 | 150 | 500 | 3,093 | 2,161 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul Edgecliffe-Johnson | 554 | 530 | 24 | 27 | 166 | 159 | 942 | 747 | 701 | 744 | 2,387 | 2,207 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Elie Maaloufc, d | 559 | 34 | 109 | 947 | 643 | 2,292 |
a | Figures for 2015/17 LTIP cycle have been restated using actual share price on date of vesting. |
b | 2017 figures for Keith Barr (excluding LTIP) relate to the period 1 July to 31 December 2017. |
c | There is no comparative data for 2017 as Elie Maalouf did not serve as an Executive Director prior to 1 January 2018. |
d | Elie Maalouf is paid in US dollars and the sterling equivalent is calculated using an exchange rate of $1 = £0.75 (page 116). |
78 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Governance | Directors Remuneration Report | 79 |
Governance
Directors Remuneration Report continued
Annual Report on Directors Remuneration continued
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Scheme interests awarded during 2018
During 2018, awards were granted under the 2018/20 LTIP cycle. Awards were made to each Executive Director over shares with a maximum value of 205% of salary using an average of the closing mid-market share price for the five days prior to grant. At the date of grant on 8 May 2018, this was 4,625p. These are in the form of conditional awards over Company shares and do not carry the right to dividends or dividend equivalents during the vesting period.
Executive Director | Award date | Maximum shares awarded |
Market price £ |
Face value of award at grant |
Number of shares received if minimum performance achieved |
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2018/20 cycle | ||||||||||||||||||||||||
Keith Barr | 8 May 2018 | 35,381 | 46.25 | 1,636 | 7,076 | |||||||||||||||||||
Paul Edgecliffe-Johnson | 8 May 2018 | 24,830 | 46.25 | 1,148 | 4,966 | |||||||||||||||||||
Elie Maalouf | 8 May 2018 | 24,426 | 46.25 | 1,130 | 4,885 |
The vesting date for these awards is the day after the announcement of our Annual 2020 Preliminary Results in February 2021. These awards will vest and shares will be transferred to the award-holder in February 2021, to the extent performance targets are met.
The performance measures are as agreed in the 2017 Remuneration Policy. Total gross revenue, net system size growth, cash flow and total shareholder return are measured by reference to the three years ending 31 December 2020. Minimum performance is equal to 20% of the maximum award.
80 | IHG | Annual Report and Form 20-F 2018 |
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Current Directors shareholdings
The APP deferred share awards are not subject to performance conditions. Details on the performance conditions to which the unvested LTIP awards are still subject can be found on page 80.
Shares and awards held by Executive Directors as at 31 December 2018: number of shares
Total number of | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares held outright | APP deferred share awards | LTIP share awards (unvested) | shares and awards held | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Keith Barr | 42,782 | 31,116 | 28,262 | 24,586 | 97,211 | 90,987 | 168,255 | 146,689 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul Edgecliffe-Johnson | 25,669 | 27,443 | 26,742 | 28,384 | 87,482 | 97,970 | 139,893 | 153,797 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Elie Maaloufa | 24,773 | 42,058 | 82,694 | 149,525 |
a Includes 35,961 shares granted prior to appointment to the Board
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IHG | Annual Report and Form 20-F 2018 | Governance | Directors Remuneration Report | 81 |
Governance
Directors Remuneration Report continued
Annual Report on Directors Remuneration continued
Relative performance graph
For LTIP purposes, a TSR comparator group of a global hotels index was used. InterContinental Hotels Group PLC is a member of the FTSE 100 share index, and the graph below shows the Companys TSR performance from 31 December 2008 to 31 December 2018, assuming dividends are reinvested, compared with the TSR performance achieved by the FTSE 100 and global hotels indices.
All indices are shown in sterling. This data is sourced directly from Thomson Reuters Datastream by Bank of America Merrill Lynch for IHG.
Chief Executive Officers remuneration
The table below shows the Chief Executive Officers single figure of total remuneration for the 10 years to 31 December 2018.
Single figure | CEO | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Single figure | Keith Barr | 2,161a | 3,093 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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of remuneration | Richard Solomons | 4,724 | 4,881 | 3,131 | 6,611b | 3,197 | 3,662 | 2,207c | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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£000 | Andrew Cosslett | 1,953 | 5,430 | 3,770 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Annual incentive | Keith Barr | 69.7 | 84.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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received | Richard Solomons | 83.0 | 68.0 | 74.0 | 74.0 | 75.0 | 63.9 | 66.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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(% of maximum) | Andrew Cosslett | 0.0 | 100.0 | 43.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Shares received | Keith Barr | 46.1 | 45.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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under the LTIP | Richard Solomons | 73.9 | 100.0 | 59.0 | 56.1 | 50.0 | 49.4 | 46.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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(% of maximum) | Andrew Cosslett | 46.0 | 73.8 | 61.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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a | For Keith Barr, the 2017 figure, in respect of the period 1 July to 31 December 2017, includes a one-off cash payment for relocation costs in lieu of benefits received whilst on international assignment prior to CEO position, fully explained in the 2017 report. |
b | For Richard Solomons, the 2014 figure includes a one-off cash payment in respect of pension entitlements which was fully explained in the 2014 report. |
c | In respect of period 1 January to 30 June 2017. |
82 | IHG | Annual Report and Form 20-F 2018 |
LTIP and APP performance measures and targets
LTIP
The measures for the 2019/21 LTIP cycle are as per the 2018/20 cycle and the Directors Remuneration Policy available on the Company website, www.ihgplc.com/investors under Corporate governance. The performance measures and weightings, together with the full cash flow target disclosures for the 2018/20 cycle as referenced in last years report, are shown below.
Maximum | 2018/20 cycle | 2019/21 cycle | ||||||||||||||||||||||||||||||||||||
Threshold (%)/ | award | |||||||||||||||||||||||||||||||||||||
Performance | maximum | Weighting | (% of | Threshold | Maximum | Threshold | Maximum | |||||||||||||||||||||||||||||||
measure | Definition | vesting (%) | (%) | salary) | performance | performance | performance | performance | ||||||||||||||||||||||||||||||
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Relative TSR | IHGs performance against a comparator group of global hotel companies. TSR is the aggregate of share price growth and dividends paid, assuming reinvestment of dividends in the Companys shares during the three-year performance period. | 20/100 | 40 | 82 | |
Median of comparator group |
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Cash flow | Cumulative annual cash generation over three-year performance period. | 20/100 | 20 | 41 | |
USD 1.63 bn |
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Total gross revenue | Cumulative increase over three-year performance period. | 20/100 | 20 | 41 | |
The targets for these measures are, in the opinion of the Directors, commercially sensitive, and will therefore be disclosed in full retrospectively at the end of the LTIP cycle. Disclosure in advance would give IHGs major competitors an unfair |
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Net system size growth | Increase in number of IHG rooms over three-year performance period. | 20/100 | 20 | 41 | |
commercial advantage, providing them with access to key financial and growth targets from IHGs three-year plan. These competitors would not be subject to the same obligation to make such information available, as they are either unlisted or listed on a stock exchange other than the London Stock Exchange. Full disclosure of targets and performance will be provided retrospectively after the end of the performance period. |
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APP
The 2019 APP measures are in line with the approved DR Policy and will be 70% based on EBIT achievement vs target, 15% based on net system size growth and 15% based on other key strategic measures that are reviewed annually and set in line with business priorities. EBIT is a focal measure of business performance for our shareholders and is a function of other critical measures, such as RevPAR, profit margin and fee revenues. The Committee has determined that it is particularly important to incentivise and reward management for achieving a stretching target for net system size growth over the next year, so this will make up 15% of the 2019 APP. The remaining 15% will be based on a savings target for reinvestment to support IHGs future growth. Further detail and rationale in respect of the key strategic objectives will be disclosed in the 2019 remuneration report.
The Committee has determined that the targets under the EBIT, net system size growth and other strategic measures are commercially sensitive at this time. However, the targets set and the outcomes against those targets will be disclosed in full in the 2019 remuneration report and are in line with the DR Policy.
Measure | Definition | Weighting (%) | Performance objective | |||||||||
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EBIT | Earnings Before Interest and Tax a measure of IHGs operating profit from reportable segmentsa for the year | 70 | Achievement against target | |||||||||
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Net system size growth | Increase in absolute number of rooms | 15 | Achievement against | |||||||||
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Strategic measures | Key strategic measures which are reviewed annually | 15 | Achievement against | |||||||||
and set in line with strategic priorities | target | |||||||||||
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a | See page 36 for Non-GAAP definitions. |
IHG | Annual Report and Form 20-F 2018 | Governance | Directors Remuneration Report | 83 |
Governance
Directors Remuneration Report continued
Annual Report on Directors Remuneration continued
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Single total figure of remuneration: Non-Executive Directors
Committee | Date of original |
Fees £000 |
Taxable benefits £000 |
Total £000 |
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Non-Executive Director | appointments | appointment | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Patrick Cescau |
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01/01/13 | 422 | 422 | 20 | 21 | 442 | 443 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anne Busquet | 01/03/15 | 74 | 74 | 7 | 6 | 81 | 80 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ian Dyson | 01/09/13 | 99 | 99 | 3 | 3 | 102 | 102 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jo Harlow | 01/09/14 | 99 | 81 | 2 | 3 | 101 | 84 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Luke Mayhew | 01/07/11 | 74 | 93 | 2 | 2 | 76 | 95 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jill McDonald | 01/06/13 | 87 | 87 | 4 | 5 | 91 | 92 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dale Morrison | 01/06/11 | 107 | 107 | 66 | 55 | 173 | 162 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Malina Ngai | 01/03/17 | 74 | 62 | 4 | 7 | 78 | 69 |
See page 55 for Board and Committee | ||||
membership key and attendance. |
Fees: Fees paid are in line with the DR Policy.
Benefits: For Non-Executive Directors, benefits include taxable travel and accommodation expenses to attend Board meetings away from the designated home location. Under concessionary HM Revenue and Customs rules, non-UK based Non-Executive Directors are not subject to tax on travel expenses for the first five years; this is reflected in the taxable benefits for Anne Busquet and Malina Ngai.
Incentive awards: Non-Executive Directors are not eligible for any incentive awards.
Pension benefit: Non-Executive Directors are not eligible for any pension contributions or benefit.
Shares held by Non-Executive Directors as at 31 December 2018: number of shares
The Non-Executive Directors who held shares are listed in the table below:
Non-Executive Director | 2018 | 2017 | ||||||||||||||
Patrick Cescau | 3,795 | | ||||||||||||||
Jo Harlowa | 1,000 | 1,000 | ||||||||||||||
Luke Mayhew | 1,373 | 1,373 | ||||||||||||||
Dale Morrisona | 3,116 | 3,116 |
a | Shares held in the form of American Depository Receipts. |
Fees: Non-Executive Directors
The fees for Non-Executive Directors are reviewed and agreed annually in line with the DR Policy. The fee levels for 2019 will be as follows:
Non-Executive Director | Role | 2019 £000 |
2018 £000 |
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Patrick Cescau | Chair of the Board | 435 | 422 | |||||||||||||||
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Anne Busquet | Non-Executive Director | 77 | 74 | |||||||||||||||
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Ian Dyson | Chair of Audit Committee | 102 | 99 | |||||||||||||||
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Jo Harlow | Chair of Remuneration Committee | 102 | 99 | |||||||||||||||
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Jill McDonald | Chair of Corporate Responsibility Committee | 90 | 87 | |||||||||||||||
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Dale Morrison | Senior Independent Non-Executive Director | 110 | 107 | |||||||||||||||
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Malina Ngai | Non-Executive Director | 77 | 74 | |||||||||||||||
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Non-Executive Directors letters of appointment and notice periods
Non-Executive Directors have letters of appointment, which are available upon request from the Company Secretarys office.
Patrick Cescau, Non-Executive Chair, is subject to 12 months notice. No other Non-Executive Directors are subject to notice periods. All Non-Executive Directors are subject to election and annual re-election by shareholders at the AGM.
84 | IHG | Annual Report and Form 20-F 2018 |
Looking forward
The Committee will complete a comprehensive review of the Directors Remuneration Policy in 2019, taking into consideration the changing strategic focus and competitive environment of the Company, as well as the additional requirements and expectations resulting from external regulation and increased shareholder scrutiny of executive remuneration arrangements.
Voting at the Companys AGMs
There is no binding vote in respect of the DR Policy at the 2018 AGM as it remained unchanged from 2017.
The outcome of the votes in respect of the DR Policy and Report for 2014 to 2018 are shown below:
Directors Remuneration Policy (binding vote) | Directors Remuneration Report (advisory vote) | |||||||||||||||||||||||||||||||
AGM | Votes for | Votes against | Abstentions | Votes for | Votes against | Abstentions | ||||||||||||||||||||||||||
2018 | | | | 118,770,985 | 25,486,193 | 2,664,237 | ||||||||||||||||||||||||||
(82.33%) | (17.67%) | |||||||||||||||||||||||||||||||
2017 | 120,328,350 | 5,332,320 | 261,819 | 119,155,451 | 4,426,549 | 2,340,489 | ||||||||||||||||||||||||||
(95.76%) | (4.24%) | (96.42%) | (3.58%) | |||||||||||||||||||||||||||||
2016 | | | | 167,998,487 | 2,427,740 | 5,056,017 | ||||||||||||||||||||||||||
(98.58%) | (1.42%) | |||||||||||||||||||||||||||||||
2015 | | | | 149,415,662 | 4,633,208 | 3,642,496 | ||||||||||||||||||||||||||
(96.99%) | (3.01%) | |||||||||||||||||||||||||||||||
2014 | 155,440,907 | 15,483,775 | 906,025 | 158,131,479 | 10,076,027 | 3,623,200 | ||||||||||||||||||||||||||
(90.94%) | (9.06%) | (94.01%) | (5.99%) |
Jo Harlow
Chair of the Remuneration Committee
18 February 2019
IHG | Annual Report and Form 20-F 2018 | Governance | Directors Remuneration Report | 85 |
Group Financial Statements | ||
Statements | ||
88 |
Statement of Directors Responsibilities | |
95 |
Independent Auditors US Report | |
96 |
Group Financial Statements | |
96 |
Group income statement | |
97 |
Group statement of comprehensive income | |
98 |
Group statement of changes in equity | |
101 |
Group statement of financial position | |
102 |
Group statement of cash flows | |
103 |
Accounting policies | |
109 |
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115 |
New standards issued but not yet effective | |
116 |
Notes to the Group Financial Statements | |
Hotel Indigo Durham, United Kingdom | ||
86 |
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94 | IHG | Annual Report and Form 20-F 2018 |
Group Financial Statements
2017 | 2016 | |||||||||||||||||||||||
2018 | Restated | a | Restated | a | ||||||||||||||||||||
For the year ended 31 December 2018 | Note | $m | $m | $m | ||||||||||||||||||||
Revenue from fee business | 3 | 1,486 | 1,379 | 1,329 | ||||||||||||||||||||
Revenue from owned, leased and managed lease hotels | 3 | 447 | 351 | 338 | ||||||||||||||||||||
System Fund revenues | 1,233 | 1,242 | 1,199 | |||||||||||||||||||||
Reimbursement of costs | 1,171 | 1,103 | 1,046 | |||||||||||||||||||||
Total revenue | 2 | 4,337 | 4,075 | 3,912 | ||||||||||||||||||||
Cost of sales | (706 | ) | (571 | ) | (548 | ) | ||||||||||||||||||
System Fund expenses | (1,379 | ) | (1,276 | ) | (1,164 | ) | ||||||||||||||||||
Reimbursed costs | (1,171 | ) | (1,103 | ) | (1,046 | ) | ||||||||||||||||||
Administrative expenses before exceptional items | (344 | ) | (337 | ) | (345 | ) | ||||||||||||||||||
Share of (losses)/gains of associates and joint ventures | 2 | (1 | ) | 3 | (2 | ) | ||||||||||||||||||
Other operating income | 14 | 11 | 9 | |||||||||||||||||||||
Depreciation and amortisation | 2 | (80 | ) | (78 | ) | (75 | ) | |||||||||||||||||
Operating profit before exceptional items | 670 | 724 | 741 | |||||||||||||||||||||
Impairment charges | 6 | | (18 | ) | (16 | ) | ||||||||||||||||||
Other exceptional items | 6 | (104 | ) | 22 | (13 | ) | ||||||||||||||||||
Operating profit | 2 | 566 | 728 | 712 | ||||||||||||||||||||
Financial income | 7 | 5 | 4 | 6 | ||||||||||||||||||||
Financial expenses | 7 | (86 | ) | (76 | ) | (86 | ) | |||||||||||||||||
Profit before tax | 485 | 656 | 632 | |||||||||||||||||||||
Tax | 8 | (133 | ) | (115 | ) | (173 | ) | |||||||||||||||||
Profit for the year from continuing operations | 352 | 541 | 459 | |||||||||||||||||||||
Attributable to: | ||||||||||||||||||||||||
Equity holders of the parent | 351 | 540 | 456 | |||||||||||||||||||||
Non-controlling interest | 1 | 1 | 3 | |||||||||||||||||||||
352 | 541 | 459 | ||||||||||||||||||||||
Earnings per ordinary share: | 10 | |||||||||||||||||||||||
Continuing and total operations: | ||||||||||||||||||||||||
Basic | 184.7 | 279.8 | 215.1 | |||||||||||||||||||||
Diluted | 182.8 | 278.4 | 213.1 |
a | Restated for the adoption of IFRS 15 and other presentational changes (see pages 109 to 114). |
Notes on pages 103 to 161 form an integral part of these Financial Statements. |
96 | IHG | Annual Report and Form 20-F 2018 |
Group statement of comprehensive income
2017 | 2016 | |||||||||||||||||
2018 | Restated | a | Restated | a | ||||||||||||||
For the year ended 31 December 2018 | $m | $m | $m | |||||||||||||||
Profit for the year | 352 | 541 | 459 | |||||||||||||||
Other comprehensive income | ||||||||||||||||||
Items that may be subsequently reclassified to profit or loss: | ||||||||||||||||||
Gains on valuation of available-for-sale financial assetsb, net of related tax charge of $nil |
||||||||||||||||||
(2017: $3m, 2016: $nil) |
| 41 | 5 | |||||||||||||||
Fair value gains reclassified to profit on disposal of available-for-sale financial assetsb |
| (73 | ) | (7 | ) | |||||||||||||
Gains on cash flow hedges, including related tax credit of $1m (2017: $nil, 2016: $nil) |
5 | | | |||||||||||||||
Costs of hedging |
(1 | ) | | | ||||||||||||||
Hedging gains reclassified to financial expenses |
(8 | ) | | | ||||||||||||||
Exchange gains/(losses) on retranslation of foreign operations, including related tax credit of $2m (2017: net of related tax credit of $1m, 2016: net of related tax charge of $3m) |
43 | (88 | ) | 190 | ||||||||||||||
39 | (120 | ) | 188 | |||||||||||||||
Items that will not be reclassified to profit or loss: | ||||||||||||||||||
Losses on equity instruments classified as fair value through other comprehensive income, including related tax charge of $2m (2017: $nil, 2016: $nil) |
(14 | ) | | | ||||||||||||||
Re-measurement gains/(losses) on defined benefit plans, net of related tax charge of $4m |
||||||||||||||||||
(2017: $nil, 2016: credit of $4m) |
8 | (4 | ) | | ||||||||||||||
Deferred tax charge on defined benefit plans arising from significant US tax reform |
| (11 | ) | | ||||||||||||||
(6 | ) | (15 | ) | | ||||||||||||||
Total other comprehensive income/(loss) for the year | 33 | (135 | ) | 188 | ||||||||||||||
Total comprehensive income for the year | 385 | 406 | 647 | |||||||||||||||
Attributable to: | ||||||||||||||||||
Equity holders of the parent |
383 | 404 | 644 | |||||||||||||||
Non-controlling interest |
2 | 2 | 3 | |||||||||||||||
385 | 406 | 647 |
a | Restated for the adoption of IFRS 15 (see pages 109 to 113). |
b | IFRS 9 has been applied from 1 January 2018. Under the transition method chosen, comparative information has not been restated. |
Notes on pages 103 to 161 form an integral part of these Financial Statements. |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Group Financial Statements | 97 |
Group Financial Statements
Group Financial Statements continued
Group statement of changes in equity
Equity share $m |
Capital $m |
Shares held by employee share trusts |
Other reserves $m |
Fair value reserve $m |
Cash flow hedging reserve $m |
Currency $m |
Retained earnings $m |
IHG share- $m |
Non- controlling $m |
Total equity $m |
||||||||||||||||||||||||||||||||||||
At 1 January 2018 | ||||||||||||||||||||||||||||||||||||||||||||||
(restated for IFRS 15) | 154 | 10 | (5 | ) | (2,874 | ) | 79 | | 377 | 951 | (1,308 | ) | 7 | (1,301 | ) | |||||||||||||||||||||||||||||||
Impact of adopting IFRS 9 (page 113) | | | | | (18 | ) | | | 18 | | | | ||||||||||||||||||||||||||||||||||
At 1 January 2018 | 154 | 10 | (5 | ) | (2,874 | ) | 61 | | 377 | 969 | (1,308 | ) | 7 | (1,301 | ) | |||||||||||||||||||||||||||||||
Profit for the year | | | | | | | | 351 | 351 | 1 | 352 | |||||||||||||||||||||||||||||||||||
Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||||
Items that may be subsequently reclassified to profit or loss: | ||||||||||||||||||||||||||||||||||||||||||||||
Gains on cash flow hedges |
| | | | | 5 | | | 5 | | 5 | |||||||||||||||||||||||||||||||||||
Costs of hedging |
| | | | | (1 | ) | | | (1 | ) | | (1 | ) | ||||||||||||||||||||||||||||||||
Hedging gains reclassified to financial expenses |
| | | | | (8 | ) | | | (8 | ) | | (8 | ) | ||||||||||||||||||||||||||||||||
Exchange gains on retranslation of foreign operations |
| | | | | | 42 | | 42 | 1 | 43 | |||||||||||||||||||||||||||||||||||
| | | | | (4 | ) | 42 | | 38 | 1 | 39 | |||||||||||||||||||||||||||||||||||
Items that will not be reclassified to profit or loss: | ||||||||||||||||||||||||||||||||||||||||||||||
Losses on equity instruments classified as fair value through other comprehensive income |
| | | | (14 | ) | | | | (14 | ) | | (14 | ) | ||||||||||||||||||||||||||||||||
Re-measurement gains on defined benefit plans |
| | | | | | | 8 | 8 | | 8 | |||||||||||||||||||||||||||||||||||
| | | | (14 | ) | | | 8 | (6 | ) | | (6 | ) | |||||||||||||||||||||||||||||||||
Total other comprehensive (loss)/income for the year | | | | | (14 | ) | (4 | ) | 42 | 8 | 32 | 1 | 33 | |||||||||||||||||||||||||||||||||
Total comprehensive income for the year | | | | | (14 | ) | (4 | ) | 42 | 359 | 383 | 2 | 385 | |||||||||||||||||||||||||||||||||
Transfer of treasury shares to employee share trusts | | | (19 | ) | | | | | 19 | | | | ||||||||||||||||||||||||||||||||||
Purchase of own shares by employee share trusts | | | (3 | ) | | | | | | (3 | ) | | (3 | ) | ||||||||||||||||||||||||||||||||
Release of own shares by employee share trusts | | | 24 | | | | | (24 | ) | | | | ||||||||||||||||||||||||||||||||||
Equity-settled share-based cost | | | | | | | | 39 | 39 | | 39 | |||||||||||||||||||||||||||||||||||
Tax related to share schemes | | | | | | | | 3 | 3 | | 3 | |||||||||||||||||||||||||||||||||||
Equity dividends paid | | | | | | | | (199 | ) | (199 | ) | (1 | ) | (200 | ) | |||||||||||||||||||||||||||||||
Exchange adjustments | (8 | ) | | (1 | ) | 9 | | | | | | | | |||||||||||||||||||||||||||||||||
At 31 December 2018 | 146 | 10 | (4 | ) | (2,865 | ) | 47 | (4 | ) | 419 | 1,166 | (1,085 | ) | 8 | (1,077 | ) |
All items above are shown net of tax.
Notes on pages 103 to 161 form an integral part of these Financial Statements. |
98 | IHG | Annual Report and Form 20-F 2018 |
Equity share capital |
Capital redemption reserve |
Shares held by employee share trusts |
Other reserves |
Fair value reserve |
Currency translation reserve |
Retained earnings |
IHG share- holders equity |
Non- controlling interest |
Total equity | |||||||||||||||||||||||||||||||||
$m | $m | $m | $m | $m | $m | $m | $m | $m | $m | |||||||||||||||||||||||||||||||||
At 1 January 2017 | ||||||||||||||||||||||||||||||||||||||||||
(restated for IFRS 15) | 141 | 9 | (11 | ) | (2,860 | ) | 111 | 466 | 990 | (1,154 | ) | 8 | (1,146 | ) | ||||||||||||||||||||||||||||
Profit for the year | | | | | | | 540 | 540 | 1 | 541 | ||||||||||||||||||||||||||||||||
Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||||
Items that may be subsequently reclassified to profit or loss: | ||||||||||||||||||||||||||||||||||||||||||
Gains on valuation of available-for-sale financial assets |
| | | | 41 | | | 41 | | 41 | ||||||||||||||||||||||||||||||||
Fair value gain reclassified to profit on disposal of available-for-sale financial asset |
| | | | (73 | ) | | | (73 | ) | | (73 | ) | |||||||||||||||||||||||||||||
Exchange losses on retranslation of foreign operations |
| | | | | (89 | ) | | (89 | ) | 1 | (88 | ) | |||||||||||||||||||||||||||||
| | | | (32 | ) | (89 | ) | | (121 | ) | 1 | (120 | ) | |||||||||||||||||||||||||||||
Items that will not be reclassified to profit or loss: | ||||||||||||||||||||||||||||||||||||||||||
Re-measurement losses on defined benefit plans |
| | | | | | (4 | ) | (4 | ) | | (4 | ) | |||||||||||||||||||||||||||||
Deferred tax charge on defined benefit plans arising from significant US tax reform |
| | | | | | (11 | ) | (11 | ) | | (11 | ) | |||||||||||||||||||||||||||||
| | | | | | (15 | ) | (15 | ) | | (15 | ) | ||||||||||||||||||||||||||||||
Total other comprehensive (loss)/income for the year | | | | | (32 | ) | (89 | ) | (15 | ) | (136 | ) | 1 | (135 | ) | |||||||||||||||||||||||||||
Total comprehensive income for the year | | | | | (32 | ) | (89 | ) | 525 | 404 | 2 | 406 | ||||||||||||||||||||||||||||||
Transfer of treasury shares to employee share trusts | | | (20 | ) | | | | 20 | | | | |||||||||||||||||||||||||||||||
Purchase of own shares by employee share trusts | | | (3 | ) | | | | | (3 | ) | | (3 | ) | |||||||||||||||||||||||||||||
Release of own shares by employee share trusts | | | 29 | | | | (29 | ) | | | | |||||||||||||||||||||||||||||||
Equity-settled share-based cost | | | | | | | 29 | 29 | | 29 | ||||||||||||||||||||||||||||||||
Tax related to share schemes | | | | | | | 9 | 9 | | 9 | ||||||||||||||||||||||||||||||||
Equity dividends paid | | | | | | | (593 | ) | (593 | ) | (3 | ) | (596 | ) | ||||||||||||||||||||||||||||
Exchange adjustments | 13 | 1 | | (14 | ) | | | | | | | |||||||||||||||||||||||||||||||
At 31 December 2017 | 154 | 10 | (5 | ) | (2,874 | ) | 79 | 377 | 951 | (1,308 | ) | 7 | (1,301 | ) |
All items above are shown net of tax.
Notes on pages 103 to 161 form an integral part of these Financial Statements. |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Group Financial Statements | 99 |
Group Financial Statements
Group Financial Statements continued
Group statement of changes in equity continued
Equity share capital |
Capital redemption |
Shares share trusts |
Other reserves |
Fair value reserve |
Currency translation |
Retained earnings |
IHG share- holders equity |
Non- controlling |
Total equity | |||||||||||||||||||||||||||||||||
$m | $m | $m | $m | $m | $m | $m | $m | $m | $m | |||||||||||||||||||||||||||||||||
At 1 January 2016 | ||||||||||||||||||||||||||||||||||||||||||
(as previously reported) | 169 | 11 | (18 | ) | (2,888 | ) | 113 | 269 | 2,653 | 309 | 10 | 319 | ||||||||||||||||||||||||||||||
Impact of adopting | ||||||||||||||||||||||||||||||||||||||||||
IFRS 15 (pages 109-113) | | | | | | 7 | (444 | ) | (437 | ) | | (437 | ) | |||||||||||||||||||||||||||||
At 1 January 2016 | 169 | 11 | (18 | ) | (2,888 | ) | 113 | 276 | 2,209 | (128 | ) | 10 | (118 | ) | ||||||||||||||||||||||||||||
Profit for the year | | | | | | | 456 | 456 | 3 | 459 | ||||||||||||||||||||||||||||||||
Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||||
Items that may be subsequently reclassified to profit or loss: | ||||||||||||||||||||||||||||||||||||||||||
Gains on valuation of available-for-sale financial assets |
| | | | 5 | | | 5 | | 5 | ||||||||||||||||||||||||||||||||
Fair value gain reclassified to profit on disposal of available-for-sale financial assets |
| | | | (7 | ) | | | (7 | ) | | (7 | ) | |||||||||||||||||||||||||||||
Exchange gains on retranslation of foreign operations |
| | | | | 190 | | 190 | | 190 | ||||||||||||||||||||||||||||||||
Total other comprehensive (loss)/income for the year | | | | | (2 | ) | 190 | | 188 | | 188 | |||||||||||||||||||||||||||||||
Total comprehensive income for the year | | | | | (2 | ) | 190 | 456 | 644 | 3 | 647 | |||||||||||||||||||||||||||||||
Transfer of treasury shares to employee share trusts | | | (24 | ) | | | | 24 | | | | |||||||||||||||||||||||||||||||
Purchase of own shares by employee share trusts | | | (10 | ) | | | | | (10 | ) | | (10 | ) | |||||||||||||||||||||||||||||
Release of own shares by employee share trusts | | | 39 | | | | (39 | ) | | | | |||||||||||||||||||||||||||||||
Equity-settled share-based cost | | | | | | | 23 | 23 | | 23 | ||||||||||||||||||||||||||||||||
Tax related to share schemes | | | | | | | 11 | 11 | | 11 | ||||||||||||||||||||||||||||||||
Equity dividends paid | | | | | | | (1,693 | ) | (1,693 | ) | (5 | ) | (1,698 | ) | ||||||||||||||||||||||||||||
Transaction costs relating to shareholder returns | | | | | | | (1 | ) | (1 | ) | | (1 | ) | |||||||||||||||||||||||||||||
Exchange adjustments | (28 | ) | (2 | ) | 2 | 28 | | | | | | | ||||||||||||||||||||||||||||||
At 31 December 2016 | 141 | 9 | (11 | ) | (2,860 | ) | 111 | 466 | 990 | (1,154 | ) | 8 | (1,146 | ) |
All items above are shown net of tax.
Notes on pages 103 to 161 form an integral part of these Financial Statements. |
100 | IHG | Annual Report and Form 20-F 2018 |
Group statement of financial position
2017 | 2016 | |||||||||||||||||||||||
2018 | Restated | a | Restated | a | ||||||||||||||||||||
31 December 2018 | Note | $m | $m | $m | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||||||
Property, plant and equipment | 12 | 447 | 425 | 419 | ||||||||||||||||||||
Goodwill and other intangible assets | 13 | 1,143 | 967 | 858 | ||||||||||||||||||||
Investment in associates and joint ventures | 14 | 104 | 141 | 111 | ||||||||||||||||||||
Trade and other receivables | | | 8 | |||||||||||||||||||||
Retirement benefit assets | 25 | | 3 | | ||||||||||||||||||||
Other financial assets | 15 | 260 | 228 | 248 | ||||||||||||||||||||
Derivative financial instruments | 22 | 7 | | | ||||||||||||||||||||
Non-current tax receivable | 31 | 16 | 23 | |||||||||||||||||||||
Deferred tax assets | 8 | 60 | 75 | 69 | ||||||||||||||||||||
Contract costs | 3 | 55 | 51 | 45 | ||||||||||||||||||||
Contract assets | 3 | 270 | 241 | 185 | ||||||||||||||||||||
Total non-current assets | 2,377 | 2,147 | 1,966 | |||||||||||||||||||||
Inventories | 5 | 3 | 3 | |||||||||||||||||||||
Trade and other receivables | 16 | 613 | 551 | 469 | ||||||||||||||||||||
Current tax receivable | 27 | 101 | 77 | |||||||||||||||||||||
Other financial assets | 15 | 1 | 16 | 20 | ||||||||||||||||||||
Derivative financial instruments | 22 | 1 | | | ||||||||||||||||||||
Cash and cash equivalents | 17 | 704 | 168 | 206 | ||||||||||||||||||||
Contract costs | 3 | 5 | 7 | 8 | ||||||||||||||||||||
Contract assets | 3 | 20 | 17 | 13 | ||||||||||||||||||||
Total current assets | 1,376 | 863 | 796 | |||||||||||||||||||||
Total assets | 2 | 3,753 | 3,010 | 2,762 | ||||||||||||||||||||
LIABILITIES | ||||||||||||||||||||||||
Loans and other borrowings | 20 | (120 | ) | (126 | ) | (106 | ) | |||||||||||||||||
Derivative financial instruments | | | (3 | ) | ||||||||||||||||||||
Trade and other payables | 18 | (618 | ) | (597 | ) | (526 | ) | |||||||||||||||||
Deferred revenue | 3 | (572 | ) | (490 | ) | (462 | ) | |||||||||||||||||
Provisions | 19 | (10 | ) | (3 | ) | (3 | ) | |||||||||||||||||
Current tax payable | (50 | ) | (64 | ) | (50 | ) | ||||||||||||||||||
Total current liabilities | (1,370 | ) | (1,280 | ) | (1,150 | ) | ||||||||||||||||||
Loans and other borrowings | 20 | (2,129 | ) | (1,893 | ) | (1,606 | ) | |||||||||||||||||
Retirement benefit obligations | 25 | (91 | ) | (104 | ) | (96 | ) | |||||||||||||||||
Trade and other payables | 18 | (158 | ) | (36 | ) | (29 | ) | |||||||||||||||||
Deferred revenue | 3 | (934 | ) | (867 | ) | (852 | ) | |||||||||||||||||
Provisions | 19 | (17 | ) | (5 | ) | (5 | ) | |||||||||||||||||
Non-current tax payable | | (25 | ) | | ||||||||||||||||||||
Deferred tax liabilities | 8 | (131 | ) | (101 | ) | (170 | ) | |||||||||||||||||
Total non-current liabilities | (3,460 | ) | (3,031 | ) | (2,758 | ) | ||||||||||||||||||
Total liabilities | 2 | (4,830 | ) | (4,311 | ) | (3,908 | ) | |||||||||||||||||
Net liabilities | (1,077 | ) | (1,301 | ) | (1,146 | ) | ||||||||||||||||||
EQUITY | ||||||||||||||||||||||||
Equity share capital | 27 | 146 | 154 | 141 | ||||||||||||||||||||
Capital redemption reserve | 27 | 10 | 10 | 9 | ||||||||||||||||||||
Shares held by employee share trusts | 27 | (4 | ) | (5 | ) | (11 | ) | |||||||||||||||||
Other reserves | 27 | (2,865 | ) | (2,874 | ) | (2,860 | ) | |||||||||||||||||
Fair value reserve | 27 | 47 | 79 | 111 | ||||||||||||||||||||
Cash flow hedging reserve | 27 | (4 | ) | | | |||||||||||||||||||
Currency translation reserve | 27 | 419 | 377 | 466 | ||||||||||||||||||||
Retained earnings | 1,166 | 951 | 990 | |||||||||||||||||||||
IHG shareholders equity | (1,085 | ) | (1,308 | ) | (1,154 | ) | ||||||||||||||||||
Non-controlling interest | 27 | 8 | 7 | 8 | ||||||||||||||||||||
Total equity | (1,077 | ) | (1,301 | ) | (1,146 | ) |
a | Restated for the adoption of IFRS 15 (see pages 109 to 113). |
Signed on behalf of the Board,
Paul Edgecliffe-Johnson 18 February 2019 |
Notes on pages 103 to 161 form an integral part of these Financial Statements. | |||
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Group Financial Statements | 101 |
Group Financial Statements
Group Financial Statements continued
2017 | 2016 | |||||||||||||||||||||||
2018 | Restated | a | Restated | a | ||||||||||||||||||||
For the year ended 31 December 2018 | Note | $m | $m | $m | ||||||||||||||||||||
Profit for the year | 352 | 541 | 459 | |||||||||||||||||||||
Adjustments reconciling profit for the year to cash flow from operations before contract acquisition costs | 24 | 502 | 308 | 491 | ||||||||||||||||||||
Cash flow from operations before contract acquisition costs | 24 | 854 | 849 | 950 | ||||||||||||||||||||
Contract acquisition costs, net of repayments | (54 | ) | (57 | ) | (42 | ) | ||||||||||||||||||
Cash flow from operations | 800 | 792 | 908 | |||||||||||||||||||||
Interest paid | (70 | ) | (69 | ) | (72 | ) | ||||||||||||||||||
Interest received | 2 | 1 | 4 | |||||||||||||||||||||
Tax paid on operating activities | 8 | (66 | ) | (147 | ) | (130 | ) | |||||||||||||||||
Net cash from operating activities | 666 | 577 | 710 | |||||||||||||||||||||
Cash flow from investing activities | ||||||||||||||||||||||||
Purchase of property, plant and equipment | (46 | ) | (44 | ) | (32 | ) | ||||||||||||||||||
Purchase of intangible assets | (112 | ) | (172 | ) | (130 | ) | ||||||||||||||||||
Investment in associates and joint ventures | (1 | ) | (47 | ) | (14 | ) | ||||||||||||||||||
Loan advances to associates and joint ventures | | | (2 | ) | ||||||||||||||||||||
Investment in other financial assets | (33 | ) | (30 | ) | (13 | ) | ||||||||||||||||||
Acquisition of businesses, net of cash acquired | 11 | (38 | ) | | | |||||||||||||||||||
Capitalised interest paid | 7 | (5 | ) | (6 | ) | (5 | ) | |||||||||||||||||
Landlord contributions to property, plant and equipment | 8 | 14 | | |||||||||||||||||||||
Disposal of hotel assets, net of costs and cash disposed | | | (5 | ) | ||||||||||||||||||||
Loan repayments by associates and joint ventures | | 9 | | |||||||||||||||||||||
Distributions from associates and joint ventures | 32 | | 2 | |||||||||||||||||||||
Repayments of other financial assets | 8 | 20 | 25 | |||||||||||||||||||||
Disposal of equity securities | 15 | | 75 | | ||||||||||||||||||||
Tax paid on disposals | 8 | (2 | ) | (25 | ) | | ||||||||||||||||||
Net cash from investing activities | (189 | ) | (206 | ) | (174 | ) | ||||||||||||||||||
Cash flow from financing activities | ||||||||||||||||||||||||
Purchase of own shares by employee share trusts | (3 | ) | (3 | ) | (10 | ) | ||||||||||||||||||
Dividends paid to shareholders | 9 | (199 | ) | (593 | ) | (1,693 | ) | |||||||||||||||||
Dividend paid to non-controlling interest | (1 | ) | (3 | ) | (5 | ) | ||||||||||||||||||
Transaction costs relating to shareholder returns | | | (1 | ) | ||||||||||||||||||||
Issue of long-term bonds, including effect of currency swaps | 20 | 554 | | 459 | ||||||||||||||||||||
Long-term bonds repaid | | | (315 | ) | ||||||||||||||||||||
(Decrease)/increase in other borrowings | 20 | (268 | ) | 153 | 109 | |||||||||||||||||||
Proceeds from currency swaps | 3 | | | |||||||||||||||||||||
Net cash from financing activities | 86 | (446 | ) | (1,456 | ) | |||||||||||||||||||
Net movement in cash and cash equivalents in the year | 563 | (75 | ) | (920 | ) | |||||||||||||||||||
Cash and cash equivalents at beginning of the year | 17 | 58 | 117 | 1,098 | ||||||||||||||||||||
Exchange rate effects | (21 | ) | 16 | (61 | ) | |||||||||||||||||||
Cash and cash equivalents at end of the year | 17 | 600 | 58 | 117 |
a | Restated for the adoption of IFRS 15 (see pages 109 to 113). |
Notes on pages 103 to 161 form an integral part of these Financial Statements. |
102 | IHG | Annual Report and Form 20-F 2018 |
Group Financial Statements
Accounting policies continued
104 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Accounting policies | 105 |
Group Financial Statements
Accounting policies continued
106 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Accounting policies | 107 |
Group Financial Statements
Accounting policies continued
108 | IHG | Annual Report and Form 20-F 2018 |
Group Financial Statements
New accounting standards and presentational changes continued
110 | IHG | Annual Report and Form 20-F 2018 |
Impact of IFRS 15 and other presentational changes on the Group income statement
Year ended 31 December 2017 | As previously reported $m |
IFRS 15 Core IHG $m |
IFRS 15 System Fund $m |
Other changes (page 114) $m |
As restated $m |
|||||||||||||||||||
Revenue from fee business | 1,600 | (33 | ) | | (188 | ) | 1,379 | |||||||||||||||||
Revenue from owned, leased and managed lease hotels | 184 | 4 | | 163 | 351 | |||||||||||||||||||
System Fund revenues | | | 1,217 | 25 | 1,242 | |||||||||||||||||||
Reimbursement of costs | | 1,103 | | | 1,103 | |||||||||||||||||||
Total revenue | 1,784 | 1,074 | 1,217 | | 4,075 | |||||||||||||||||||
Cost of sales | (608 | ) | 12 | | 25 | (571 | ) | |||||||||||||||||
System Fund expenses | | | (1,251 | ) | (25 | ) | (1,276 | ) | ||||||||||||||||
Reimbursed costs | | (1,103 | ) | | | (1,103 | ) | |||||||||||||||||
Administrative expenses | (328 | ) | (9 | ) | | | (337 | ) | ||||||||||||||||
Share of gains/(losses) of associates and joint ventures | 3 | | | | 3 | |||||||||||||||||||
Other operating income | 11 | | | | 11 | |||||||||||||||||||
Depreciation and amortisation | (103 | ) | 25 | | | (78 | ) | |||||||||||||||||
Operating profit before exceptional items | 759 | (1 | ) | (34 | ) | | 724 | |||||||||||||||||
Impairment charges | (18 | ) | | | | (18 | ) | |||||||||||||||||
Other exceptional items | 22 | | | | 22 | |||||||||||||||||||
Operating profit | 763 | (1 | ) | (34 | ) | | 728 | |||||||||||||||||
Financial income | 4 | | | | 4 | |||||||||||||||||||
Financial expenses | (89 | ) | | 13 | | (76 | ) | |||||||||||||||||
Tax | (85 | ) | (28 | ) | (2 | ) | | (115 | ) | |||||||||||||||
Profit after tax | 593 | (29 | ) | (23 | ) | | 541 |
Impact of IFRS 15 on the Group statement of comprehensive income
Year ended 31 December 2017 | As previously reported $m |
IFRS 15 adoption $m |
As restated $m |
|||||||||||
Profit for the year | 593 | (52 | ) | 541 | ||||||||||
Exchange losses on retranslation of foreign operations, net of related tax credit of $1m | (77 | ) | (11 | ) | (88 | ) | ||||||||
Other items | (47 | ) | | (47 | ) | |||||||||
Total comprehensive income for the year | 469 | (63 | ) | 406 |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | New accounting standards and presentational changes | 111 |
Group Financial Statements
New accounting standards and presentational changes continued
Impact of IFRS 15 on the Group statement of financial position
31 December 2017 | ||||||||||||||||
As previously reported $m |
IFRS 15 adoption $m |
As restated $m |
||||||||||||||
Goodwill and other intangible assets | 1,467 | (500 | ) | 967 | ||||||||||||
Deferred tax assets | 56 | 19 | 75 | |||||||||||||
Contract costs | | 51 | 51 | |||||||||||||
Contract assets | | 241 | 241 | |||||||||||||
Other non-current assets | 813 | | 813 | |||||||||||||
Total non-current assets | 2,336 | (189 | ) | 2,147 | ||||||||||||
Contract costs | | 7 | 7 | |||||||||||||
Contract assets | | 17 | 17 | |||||||||||||
Other current assets | 839 | | 839 | |||||||||||||
Total current assets | 839 | 24 | 863 | |||||||||||||
Total assets | 3,175 | (165 | ) | 3,010 | ||||||||||||
Loyalty programme liability | (343 | ) | 343 | | ||||||||||||
Trade and other payables | (768 | ) | 171 | (597 | ) | |||||||||||
Deferred revenue | | (490 | ) | (490 | ) | |||||||||||
Other current liabilities | (193 | ) | | (193 | ) | |||||||||||
Total current liabilities | (1,304 | ) | 24 | (1,280 | ) | |||||||||||
Loyalty programme liability | (417 | ) | 417 | | ||||||||||||
Trade and other payables | (121 | ) | 85 | (36 | ) | |||||||||||
Deferred revenue | | (867 | ) | (867 | ) | |||||||||||
Deferred tax liabilities | (157 | ) | 56 | (101 | ) | |||||||||||
Other non-current liabilities | (2,027 | ) | | (2,027 | ) | |||||||||||
Total non-current liabilities | (2,722 | ) | (309 | ) | (3,031 | ) | ||||||||||
Total liabilities | (4,026 | ) | (285 | ) | (4,311 | ) | ||||||||||
Net liabilities | (851 | ) | (450 | ) | (1,301 | ) | ||||||||||
Equity share capital | 154 | | 154 | |||||||||||||
Capital redemption reserve | 10 | | 10 | |||||||||||||
Shares held by employee share trusts | (5 | ) | | (5 | ) | |||||||||||
Other reserves | (2,874 | ) | | (2,874 | ) | |||||||||||
Fair value reserve | 79 | | 79 | |||||||||||||
Currency translation reserve | 373 | 4 | 377 | |||||||||||||
Retained earnings | 1,405 | (454 | ) | 951 | ||||||||||||
IHG shareholders equity | (858 | ) | (450 | ) | (1,308 | ) | ||||||||||
Non-controlling interest | 7 | | 7 | |||||||||||||
Total equity | (851 | ) | (450 | ) | (1,301 | ) |
112 | IHG | Annual Report and Form 20-F 2018 |
Impact of IFRS 15 on the Group statement of cash flows
Year ended 31 December 2017 | As previously reported $m |
IFRS 15 adoption $m |
As restated $m |
|||||||||||||
Profit for the year | 593 | (52 | ) | 541 | ||||||||||||
Adjustments reconciling profit for the year to cash flow from operations before contract acquisition costs | 263 | 45 | 308 | |||||||||||||
Cash flow from operations before contract acquisition costs | 856 | (7 | ) | 849 | ||||||||||||
Contract acquisition costs, net of repayments | | (57 | ) | (57 | ) | |||||||||||
Cash flow from operations | 856 | (64 | ) | 792 | ||||||||||||
Interest paid | (76 | ) | 7 | (69 | ) | |||||||||||
Interest received | 1 | | 1 | |||||||||||||
Tax paid on operating activities | (147 | ) | | (147 | ) | |||||||||||
Net cash from operating activities | 634 | (57 | ) | 577 | ||||||||||||
Purchase of intangible assets | (229 | ) | 57 | (172 | ) | |||||||||||
Other cash flows from investing activities | (34 | ) | | (34 | ) | |||||||||||
Net cash from investing activities | (263 | ) | 57 | (206 | ) | |||||||||||
Net cash from financing activities | (446 | ) | | (446 | ) | |||||||||||
Net movement in cash and cash equivalents in the year | (75 | ) | | (75 | ) | |||||||||||
Cash and cash equivalents at beginning of the year | 117 | | 117 | |||||||||||||
Exchange rate effects | 16 | | 16 | |||||||||||||
Cash and cash equivalents at end of the year | 58 | | 58 | |||||||||||||
Impact of IFRS 15 on basic and diluted earnings per ordinary share
|
||||||||||||||||
Year ended 31 December 2017 | As previously reported cents |
IFRS 15 adoption cents |
As restated cents |
|||||||||||||
Basic earnings per ordinary share | 306.7 | (26.9 | ) | 279.8 | ||||||||||||
Diluted earnings per ordinary share | 305.2 | (26.8 | ) | 278.4 |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | New accounting standards and presentational changes | 113 |
Group Financial Statements
New accounting standards and presentational changes continued
Year ended 31 December 2017 | Year ended 31 December 2016 | |||||||||||||||||||||||||||||||
Managed leases $m |
InterContinental reservations $m |
Total $m |
Managed leases $m |
InterContinental reservations $m |
Total $m |
|||||||||||||||||||||||||||
Revenue from fee business | (163 | ) | (25 | ) | (188 | ) | (162 | ) | (23 | ) | (185 | ) | ||||||||||||||||||||
Revenue from owned, leased and managed lease hotels | 163 | | 163 | 162 | | 162 | ||||||||||||||||||||||||||
System Fund revenues | | 25 | 25 | | 23 | 23 | ||||||||||||||||||||||||||
Total revenue | | | | | | | ||||||||||||||||||||||||||
Cost of sales | | 25 | 25 | | 23 | 23 | ||||||||||||||||||||||||||
System Fund expenses | | (25 | ) | (25 | ) | | (23 | ) | (23 | ) | ||||||||||||||||||||||
Operating profit | | | | | | |
114 | IHG | Annual Report and Form 20-F 2018 |
New standards issued but not yet effective
$m | ||||||||
Cost of sales | 18 | |||||||
Administrative expenses | 33 | |||||||
Depreciation and amortisation | (34 | ) | ||||||
Interest expense | (19 | ) | ||||||
Tax | 1 | |||||||
Total profit impact | (1 | ) | ||||||
Leased assets | 323 | |||||||
Deferred tax assets | 3 | |||||||
Other assets | (2 | ) | ||||||
Lease liabilities | (431 | ) | ||||||
Deferred tax liabilities | 7 | |||||||
Other liabilities | 31 | |||||||
Net assets impact | (69 | ) |
These estimates are subject to further refinement as the implementation project is finalised.
Other standards
From 1 January 2019, the Group will also apply the amendments to:
| IAS 28 Investments in Associates and Joint Ventures relating to long-term interests to which the equity method is not applied; |
| IFRS 9 Financial Instruments relating to prepayment features with negative compensation; |
| IFRIC 23 Uncertainty over Income Tax Treatments; |
| IAS 19 Plan Amendment, Curtailment or Settlement; and |
| Other existing standards arising from the Annual Improvements to IFRSs 20152017 cycle. |
These amendments are not expected to have a material impact on the Groups reported financial performance or position.
The effective date for IFRS 17 Insurance Contracts has been delayed to 1 January 2022. The Group has not yet determined the impact of this standard on the Groups reported financial performance or position.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | New standards issued but not yet effective | 115 |
Group Financial Statements
Notes to the Group Financial Statements
1. Exchange rates
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=£0.75 (2017: $1=£0.78, 2016: $1=£0.74). In the case of the euro, the translation rate is $1=0.85 (2017: $1=0.89, 2016: $1=0.90).
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=£0.78 (2017: $1=£0.74, 2016: $1=£0.81). In the case of the euro, the translation rate is $1=0.87 (2017: $1=0.83, 2016: $1=0.95).
2. Segmental information
With effect from 1 January 2018, an internal reorganisation resulted in the formation of a new operating segment, Europe, Middle East, Asia and Africa (EMEAA), bringing together the former segments of Europe and Asia, Middle East and Africa (AMEA). By bringing together two strong, established regions, there will be an increased focus on growth through increased agility and effectiveness.
Following this reorganisation, the management of the Groups operations, excluding Central functions, is organised within three geographical regions:
| Americas; |
| EMEAA; and |
| Greater China. |
These, together with Central functions, comprise the Groups four reportable segments. Each of the geographical regions is led by its own Chief Executive Officer who reports to the Group Chief Executive Officer. No operating segments have been aggregated to form these reportable segments.
Central functions include costs of global functions including technology, sales and marketing, finance, human resources and corporate services; Central revenue arises principally from technology fee income.
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. The System Fund is not viewed as being part of the Groups core operations as IHG is unable to profit from its activities. As such, its results are not regularly reviewed by the Chief Operating Decision Maker (CODM) and it does not constitute an operating segment under IFRS 8. Similarly, reimbursements of costs are not reported to the CODM and so are not included within the reportable segments.
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 System Fund and exceptional items. Group financing activities and income taxes are managed on a Group basis and are not allocated to reportable segments.
Comparatives have been restated for IFRS 15 and presentational changes (see pages 109 to 114) to show segmental information on a consistent basis.
Revenue
Year ended 31 December |
2018 $m |
2017 Restated $m |
2016 Restated $m |
|||||||||||||||
Americas | 1,051 | 999 | 969 | |||||||||||||||
EMEAA | 569 | 457 | 439 | |||||||||||||||
Greater China | 143 | 117 | 112 | |||||||||||||||
Central | 170 | 157 | 147 | |||||||||||||||
Revenue from reportable segments | 1,933 | 1,730 | 1,667 | |||||||||||||||
System Fund revenues | 1,233 | 1,242 | 1,199 | |||||||||||||||
Reimbursement of costs | 1,171 | 1,103 | 1,046 | |||||||||||||||
Total revenue | 4,337 | 4,075 | 3,912 |
116 | IHG | Annual Report and Form 20-F 2018 |
2. Segmental information continued
Profit
Year ended 31 December |
2018 $m |
2017 Restated $m |
2016 Restated $m |
|||||||||||||||
Americas | 662 | 637 | 626 | |||||||||||||||
EMEAA | 202 | 171 | 157 | |||||||||||||||
Greater China | 69 | 52 | 46 | |||||||||||||||
Central | (117 | ) | (102 | ) | (123 | ) | ||||||||||||
Operating profit from reportable segments | 816 | 758 | 706 | |||||||||||||||
System Fund | (146 | ) | (34 | ) | 35 | |||||||||||||
Exceptional items (note 6) | (104 | ) | 4 | (29 | ) | |||||||||||||
Operating profit | 566 | 728 | 712 | |||||||||||||||
Net finance costs | (81 | ) | (72 | ) | (80 | ) | ||||||||||||
Profit before tax | 485 | 656 | 632 | |||||||||||||||
Tax | (133 | ) | (115 | ) | (173 | ) | ||||||||||||
Profit for the year | 352 | 541 | 459 |
All items above relate to continuing operations. | ||||||||||||
Assets | ||||||||||||
31 December |
2018 $m |
2017 Restated |
||||||||||
Americas | 1,568 | 1,500 | ||||||||||
EMEAA | 666 | 504 | ||||||||||
Greater China | 110 | 105 | ||||||||||
Central | 579 | 541 | ||||||||||
Segment assets | 2,923 | 2,650 | ||||||||||
Unallocated assets: | ||||||||||||
Derivative financial instruments |
8 | | ||||||||||
Tax receivable |
58 | 117 | ||||||||||
Deferred tax assets |
60 | 75 | ||||||||||
Cash and cash equivalents |
704 | 168 | ||||||||||
Total assets | 3,753 | 3,010 | ||||||||||
Liabilities | ||||||||||||
31 December | 2018 $m |
2017 Restated |
||||||||||
Americas | (676 | ) | (620 | ) | ||||||||
EMEAA | (241 | ) | (232 | ) | ||||||||
Greater China | (61 | ) | (64 | ) | ||||||||
Segment liabilities | (978 | ) | (916 | ) | ||||||||
Unallocated liabilities: | ||||||||||||
Loyalty and co-brand deferred revenue and other payables |
(1,291 | ) | (1,186 | ) | ||||||||
Loans and other borrowings |
(2,249 | ) | (2,019 | ) | ||||||||
Tax payable |
(50 | ) | (89 | ) | ||||||||
Deferred tax liabilities |
(131 | ) | (101 | ) | ||||||||
Deferred and contingent purchase consideration |
(131 | ) | | |||||||||
Total liabilities | (4,830 | ) | (4,311 | ) |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 117 |
Group Financial Statements
Notes to the Group Financial Statements continued
2. Segmental information continued
Other segmental information
Year ended 31 December 2018 | Americas $m |
EMEAA $m |
Greater China $m |
Central $m |
Group $m |
|||||||||||||||||||
Capital expenditure (page 119) | 74 | 33 | 2 | 134 | 243 | |||||||||||||||||||
Non-cash items: | ||||||||||||||||||||||||
Depreciation and amortisationa |
27 | 8 | 3 | 42 | 80 | |||||||||||||||||||
Share-based payments cost |
8 | 4 | 3 | 12 | 27 | |||||||||||||||||||
Share of losses/(gains) of associates and joint ventures |
6 | (5 | ) | | | 1 | ||||||||||||||||||
Year ended 31 December 2017 (Restated) | Americas $m |
EMEAA $m |
Greater $m |
Central $m |
Group $m |
|||||||||||||||||||
Capital expenditure (page 119) | 120 | 26 | 2 | 188 | 336 | |||||||||||||||||||
Non-cash items: | ||||||||||||||||||||||||
Depreciation and amortisationa |
23 | 7 | 1 | 47 | 78 | |||||||||||||||||||
Share-based payments cost |
6 | 4 | 3 | 8 | 21 | |||||||||||||||||||
Share of losses/(gains) of associates and joint ventures |
1 | (4 | ) | | | (3 | ) | |||||||||||||||||
Impairment charges |
18 | | | | 18 | |||||||||||||||||||
Year ended 31 December 2016 (Restated) | Americas $m |
EMEAA $m |
Greater $m |
Central $m |
Group $m |
|||||||||||||||||||
Capital expenditure | 67 | 22 | 1 | 148 | 238 | |||||||||||||||||||
Non-cash items: | ||||||||||||||||||||||||
Depreciation and amortisationa |
21 | 7 | 1 | 46 | 75 | |||||||||||||||||||
Share-based payments cost |
6 | 4 | 3 | 4 | 17 | |||||||||||||||||||
Share of losses/(gains) of associates and joint ventures |
7 | (5 | ) | | | 2 | ||||||||||||||||||
Impairment charges |
16 | | | | 16 |
a | Included in the $80m (2017: $78m, 2016: $75m) of depreciation and amortisation is $61m (2017: $53m, 2016: $54m) relating to administrative expenses and $19m (2017: $25m, 2016: $21m) relating to cost of sales. A further $45m of depreciation and amortisation was recorded within System Fund expenses (2017: $36m, 2016: $31m). |
118 | IHG | Annual Report and Form 20-F 2018 |
2. Segmental information continued
Reconciliation of capital expenditure
Year ended 31 December 2018 | Americas $m |
EMEAA $m |
Greater China $m |
Central $m |
Group $m |
|||||||||||||||||||
Capital expenditure per management reporting | 74 | 33 | 2 | 134 | 243 | |||||||||||||||||||
Contract acquisition costs | (32 | ) | (26 | ) | | | (58 | ) | ||||||||||||||||
Landlord contributions to property, plant and equipment | | | | 8 | 8 | |||||||||||||||||||
Timing differences and other adjustments | 1 | | | | 1 | |||||||||||||||||||
Additions per the Financial Statements | 43 | 7 | 2 | 142 | 194 | |||||||||||||||||||
Comprising additions to: | ||||||||||||||||||||||||
Property, plant and equipment |
13 | 2 | 2 | 30 | 47 | |||||||||||||||||||
Intangible assets |
| | | 112 | 112 | |||||||||||||||||||
Investment in associates and joint ventures |
3 | | | | 3 | |||||||||||||||||||
Other financial assets |
27 | 5 | | | 32 | |||||||||||||||||||
43 | 7 | 2 | 142 | 194 | ||||||||||||||||||||
Year ended 31 December 2017 (Restated) | Americas $m |
EMEAA $m |
Greater $m |
Central $m |
Group $m |
|||||||||||||||||||
Capital expenditure per management reporting | 120 | 26 | 2 | 188 | 336 | |||||||||||||||||||
Contract acquisition costs | (36 | ) | (21 | ) | | | (57 | ) | ||||||||||||||||
Landlord contributions to property, plant and equipment | | | | 14 | 14 | |||||||||||||||||||
Timing differences and other adjustments | (12 | ) | | | (1 | ) | (13 | ) | ||||||||||||||||
Additions per the Financial Statements | 72 | 5 | 2 | 201 | 280 | |||||||||||||||||||
Comprising additions to: | ||||||||||||||||||||||||
Property, plant and equipment |
10 | | 2 | 32 | 44 | |||||||||||||||||||
Intangible assets |
3 | | | 169 | 172 | |||||||||||||||||||
Investment in associates and joint ventures |
47 | | | | 47 | |||||||||||||||||||
Other financial assets |
12 | 5 | | | 17 | |||||||||||||||||||
72 | 5 | 2 | 201 | 280 |
Geographical information | ||||||||||||||||||||||||
Year ended 31 December | 2018 $m |
2017 Restated $m |
2016 Restated $m |
|||||||||||||||||||||
Revenue | ||||||||||||||||||||||||
United Kingdom | 151 | 74 | 72 | |||||||||||||||||||||
United States | 1,950 | 1,845 | 1,750 | |||||||||||||||||||||
China | 222 | 201 | 192 | |||||||||||||||||||||
Rest of World | 781 | 713 | 699 | |||||||||||||||||||||
3,104 | 2,833 | 2,713 | ||||||||||||||||||||||
System Fund (note 32) | 1,233 | 1,242 | 1,199 | |||||||||||||||||||||
4,337 | 4,075 | 3,912 |
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. System Fund revenues are not included in the geographical analysis as the Group does not monitor the Funds revenue by location of the hotel, or in the case of the loyalty programme, according to the location where members consume their rewards.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 119 |
Group Financial Statements
Notes to the Group Financial Statements continued
2. Segmental information continued
31 December | 2018 $m |
2017 Restated $m |
||||||||||||||
Non-current assets | ||||||||||||||||
United Kingdom | 148 | 52 | ||||||||||||||
United States | 1,510 | 1,476 | ||||||||||||||
Rest of World | 361 | 297 | ||||||||||||||
2,019 | 1,825 |
For the purposes of the above table, non-current assets comprise property, plant and equipment, goodwill and other intangible assets, investments in associates and joint ventures, non-current trade and other receivables, non-current contract costs and non-current contract assets. In addition to the United Kingdom, 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.
3. Revenue
A description of the Groups contracts with customers and its performance obligations under those contracts is contained on pages 106-107 and 109-110.
Disaggregation of revenue
The following table presents Group revenue disaggregated by type of revenue stream and by reportable segment:
Year ended 31 December 2018 |
Americas $m |
EMEAA $m |
Greater $m |
Central $m |
Group $m |
|||||||||||||||||||
Franchise and base management fees | 835 | 227 | 94 | | 1,156 | |||||||||||||||||||
Incentive management fees | 18 | 93 | 49 | | 160 | |||||||||||||||||||
Central revenue | | | | 170 | 170 | |||||||||||||||||||
Revenue from fee business | 853 | 320 | 143 | 170 | 1,486 | |||||||||||||||||||
Revenue from owned, leased and managed lease hotels | 198 | 249 | | | 447 | |||||||||||||||||||
1,051 | 569 | 143 | 170 | 1,933 | ||||||||||||||||||||
System Fund revenues (note 32) | 1,233 | |||||||||||||||||||||||
Reimbursement of costs | 1,171 | |||||||||||||||||||||||
Total revenue | 4,337 | |||||||||||||||||||||||
Year ended 31 December 2017 | Americas $m |
EMEAA $m |
Greater $m |
Central $m |
Group $m |
|||||||||||||||||||
Franchise and base management fees | 795 | 204 | 73 | | 1,072 | |||||||||||||||||||
Incentive management fees | 16 | 90 | 44 | | 150 | |||||||||||||||||||
Central revenue | | | | 157 | 157 | |||||||||||||||||||
Revenue from fee business | 811 | 294 | 117 | 157 | 1,379 | |||||||||||||||||||
Revenue from owned, leased and managed lease hotels | 188 | 163 | | | 351 | |||||||||||||||||||
999 | 457 | 117 | 157 | 1,730 | ||||||||||||||||||||
System Fund revenues (note 32) | 1,242 | |||||||||||||||||||||||
Reimbursement of costs | 1,103 | |||||||||||||||||||||||
Total revenue | 4,075 | |||||||||||||||||||||||
Year ended 31 December 2016 | Americas $m |
EMEAA $m |
Greater $m |
Central $m |
Group $m |
|||||||||||||||||||
Franchise and base management fees | 781 | 194 | 71 | | 1,046 | |||||||||||||||||||
Incentive management fees | 15 | 80 | 41 | | 136 | |||||||||||||||||||
Central revenue | | | | 147 | 147 | |||||||||||||||||||
Revenue from fee business | 796 | 274 | 112 | 147 | 1,329 | |||||||||||||||||||
Revenue from owned, leased and managed lease hotels | 173 | 165 | | | 338 | |||||||||||||||||||
969 | 439 | 112 | 147 | 1,667 | ||||||||||||||||||||
System Fund revenues (note 32) | 1,199 | |||||||||||||||||||||||
Reimbursement of costs | 1,046 | |||||||||||||||||||||||
Total revenue | 3,912 |
120 | IHG | Annual Report and Form 20-F 2018 |
3. Revenue continued
Contract balances
The following tables present information about trade receivables, contract assets, and deferred revenue:
2018 $m |
2017 Restated $m |
|||||||||||||||
Trade receivables (note 16) | 474 | 452 | ||||||||||||||
Contract assets | 290 | 258 | ||||||||||||||
Deferred revenue | 1,506 | 1,357 |
A trade receivable is recorded when the Group has issued an invoice and has an unconditional right to receive payment. In respect of franchise fees, base and incentive management fees, Central revenue and revenues from owned, leased and managed lease hotels, the invoice is typically issued as the related performance obligations are satisfied, as described on page 106.
Contract assets
Contract assets are recorded in respect of key money payments made to customers, normally at the beginning of the contract term, and payments under performance guarantees. These payments are recognised in the Group income statement as a deduction to revenue over the contract term and, in the Group statement of cash flows, key money payments are described as contract acquisition costs.
2018 $m |
2017 $m |
|||||||||||||||
At 1 January | 258 | 198 | ||||||||||||||
Costs paid | 58 | 73 | ||||||||||||||
Recognised as a deduction to revenue | (19 | ) | (17 | ) | ||||||||||||
Repayments | (2 | ) | | |||||||||||||
Exchange and other adjustments | (5 | ) | 4 | |||||||||||||
At 31 December | 290 | 258 | ||||||||||||||
Analysed as: | ||||||||||||||||
Current |
20 | 17 | ||||||||||||||
Non-current |
270 | 241 | ||||||||||||||
290 | 258 |
Deferred revenue
Deferred revenue is recognised when payment is received before the related performance obligation is satisfied. The main categories of deferred revenue relate to the Loyalty programme, co-branding agreements, and franchise application and re-licensing fees.
Loyalty programme $m |
Other $m |
Application & $m |
Other $m |
Total $m |
||||||||||||||||||||
At 1 January 2018 | 1,057 | 88 | 163 | 49 | 1,357 | |||||||||||||||||||
Acquisition of businesses | | | | 8 | 8 | |||||||||||||||||||
Increase in deferred revenue | 540 | | 36 | 67 | 643 | |||||||||||||||||||
Recognised as revenue | (416 | ) | (11 | ) | (23 | ) | (47 | ) | (497 | ) | ||||||||||||||
Exchange and other adjustments | | | (1 | ) | (4 | ) | (5 | ) | ||||||||||||||||
At 31 December 2018 | 1,181 | 77 | 175 | 73 | 1,506 | |||||||||||||||||||
Analysed as: | ||||||||||||||||||||||||
Current |
491 | 11 | 23 | 47 | 572 | |||||||||||||||||||
Non-current |
690 | 66 | 152 | 26 | 934 | |||||||||||||||||||
1,181 | 77 | 175 | 73 | 1,506 | ||||||||||||||||||||
Loyalty programme $m |
Other $m |
Application & re-licensing $m |
Other $m |
Total $m |
||||||||||||||||||||
At 1 January 2017 | 1,033 | 100 | 148 | 33 | 1,314 | |||||||||||||||||||
Increase in deferred revenue | 480 | | 39 | 34 | 553 | |||||||||||||||||||
Recognised as revenue | (456 | ) | (12 | ) | (24 | ) | (18 | ) | (510 | ) | ||||||||||||||
At 31 December 2017 | 1,057 | 88 | 163 | 49 | 1,357 | |||||||||||||||||||
Analysed as: | ||||||||||||||||||||||||
Current |
422 | 11 | 24 | 33 | 490 | |||||||||||||||||||
Non-current |
635 | 77 | 139 | 16 | 867 | |||||||||||||||||||
1,057 | 88 | 163 | 49 | 1,357 |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 121 |
Group Financial Statements
Notes to the Group Financial Statements continued
3. Revenue continued
The table on the previous page does not include amounts which were received and recognised as revenue in the year. Amounts recognised as revenue were included in deferred revenue at the beginning of the year.
Loyalty programme revenues, shown gross in the table on the previous page, are presented net of the corresponding redemption cost in the Group income statement.
Other deferred revenue includes guest deposits received by owned, leased and managed lease hotels.
Transaction price allocated to remaining performance obligations
The Group has applied the practical expedient in IFRS 15 not to disclose the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied or partially unsatisfied as at the end of the reporting period for all amounts where the Group has a right to consideration in an amount that corresponds directly with the value to the customer of the Groups performance completed to date (including franchise and management fees).
Amounts received and not yet recognised related to performance obligations that were unsatisfied at 31 December 2018 are as follows:
2018 | 2017 | |||||||||||||||||||||||||||||
Expected to be recognised in: | Loyalty and co-brand $m |
Other $m |
Total $m |
Loyalty and co-brand $m |
Other $m |
Total $m |
||||||||||||||||||||||||
Less than one year | 502 | 70 | 572 | 433 | 57 | 490 | ||||||||||||||||||||||||
Between one and two years | 257 | 31 | 288 | 221 | 29 | 250 | ||||||||||||||||||||||||
Between two and three years | 158 | 26 | 184 | 137 | 24 | 161 | ||||||||||||||||||||||||
Between three and four years | 106 | 22 | 128 | 95 | 22 | 117 | ||||||||||||||||||||||||
Between four and five years | 75 | 20 | 95 | 69 | 20 | 89 | ||||||||||||||||||||||||
More than five years | 160 | 79 | 239 | 190 | 60 | 250 | ||||||||||||||||||||||||
1,258 | 248 | 1,506 | 1,145 | 212 | 1,357 |
Contract costs
Movements in contract costs, typically developer commissions, are as follows:
2018 $m |
2017 $m |
|||||||||||||||
At 1 January | 58 | 53 | ||||||||||||||
Costs incurred | 9 | 12 | ||||||||||||||
Amortisation | (7 | ) | (7 | ) | ||||||||||||
At 31 December | 60 | 58 | ||||||||||||||
Analysed as: | ||||||||||||||||
Current |
5 | 7 | ||||||||||||||
Non-current |
55 | 51 | ||||||||||||||
60 | 58 |
122 | IHG | Annual Report and Form 20-F 2018 |
4. Staff costs and Directors emoluments
2018 $m |
2017 $m |
2016 $m |
||||||||||||||||
Staff costs | ||||||||||||||||||
Wages and salaries |
1,956 | 1,868 | 1,738 | |||||||||||||||
Social security costs |
127 | 106 | 106 | |||||||||||||||
Pension and other post-retirement benefits: |
||||||||||||||||||
Defined benefit plans (note 25) |
19 | 5 | 5 | |||||||||||||||
Defined contribution plans |
63 | 61 | 58 | |||||||||||||||
2,165 | 2,040 | 1,907 | ||||||||||||||||
Analysed as: | ||||||||||||||||||
Costs borne by IHGa |
708 | 645 | 594 | |||||||||||||||
Costs borne by the System Fundb |
347 | 339 | 311 | |||||||||||||||
Costs reimbursed |
1,110 | 1,056 | 1,002 | |||||||||||||||
2,165 | 2,040 | 1,907 | ||||||||||||||||
2018 | 2017 | 2016 | ||||||||||||||||
Average number of employees, including part-time employees | ||||||||||||||||||
Employees whose costs are borne by IHG: |
||||||||||||||||||
Americas |
2,225 | 2,149 | 2,121 | |||||||||||||||
EMEAA |
3,255 | 2,267 | 2,380 | |||||||||||||||
Greater China |
324 | 294 | 299 | |||||||||||||||
Central |
1,794 | 1,948 | 1,787 | |||||||||||||||
7,598 | 6,658 | 6,587 | ||||||||||||||||
Employees whose costs are borne by the System Fund |
5,214 | 5,555 | 5,434 | |||||||||||||||
Employees whose costs are reimbursed |
22,518 | 22,577 | 22,002 | |||||||||||||||
35,330 | 34,790 | 34,023 |
a | Includes $36m (2017: $13m, 2016: $1m) classified as exceptional relating to the comprehensive efficiency programme. |
b | Includes $21m (2017: $9m, 2016: $nil) relating to the comprehensive efficiency programme. |
2018 $m |
2017 $m |
2016 $m |
||||||||||||||||
Directors emoluments | ||||||||||||||||||
Base salaries, fees, performance payments and benefits | 7.1 | 4.9 | 6.1 |
More detailed information on the emoluments, pensions, share awards and shareholdings for each Director is shown in the Directors Remuneration Report on pages 72 to 85. |
5. Auditors remuneration paid to Ernst & Young LLP
2018 $m |
2017 $m |
2016 $m |
||||||||||||||||
Audit of the Financial Statementsa | 3.3 | 3.0 | 2.4 | |||||||||||||||
Audit of subsidiaries | 2.9 | 2.2 | 2.2 | |||||||||||||||
Audit-related assurance services | 0.2 | 0.2 | 0.2 | |||||||||||||||
Other assurance services | 1.3 | 1.0 | 1.2 | |||||||||||||||
Tax compliance | | 0.1 | 0.4 | |||||||||||||||
Tax advisory | | | 0.1 | |||||||||||||||
Other non-audit services not covered by the above | 0.1 | 0.2 | 0.1 | |||||||||||||||
7.8 | 6.7 | 6.6 |
a | Includes $0.4m (2017: $0.5m, 2016: $nil) of additional fees for specific procedures performed in relation to the implementation of new accounting standards. |
Audit fees in respect of the pension scheme were not material.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 123 |
Group Financial Statements
Notes to the Group Financial Statements continued
6. Exceptional items
2018 $m |
2017 Restated |
2016 $m |
||||||||||||||||
Exceptional items before tax | ||||||||||||||||||
Administrative expenses: | ||||||||||||||||||
Acquisition and integration costsa |
(15 | ) | (15 | ) | (13 | ) | ||||||||||||
Litigationb |
(18 | ) | | | ||||||||||||||
Reorganisation costsc |
(56 | ) | (36 | ) | | |||||||||||||
Pension settlement costd |
(15 | ) | | | ||||||||||||||
(104 | ) | (51 | ) | (13 | ) | |||||||||||||
Other operating income and expenses: | ||||||||||||||||||
Gain on disposal of equity securities measured at fair value (note 15) |
| 73 | | |||||||||||||||
| 73 | | ||||||||||||||||
Impairment charges: | ||||||||||||||||||
Associates (note 14) |
| (18 | ) | (16 | ) | |||||||||||||
| (18 | ) | (16 | ) | ||||||||||||||
(104 | ) | 4 | (29 | ) | ||||||||||||||
Tax | ||||||||||||||||||
Tax on exceptional itemse | 22 | (2 | ) | 12 | ||||||||||||||
Exceptional taxf | 5 | 90 | | |||||||||||||||
27 | 88 | 12 | ||||||||||||||||
Exceptional items before tax analysed as: | ||||||||||||||||||
Americas |
(36 | ) | 37 | (29 | ) | |||||||||||||
EMEAA |
(12 | ) | (4 | ) | | |||||||||||||
Greater China |
(1 | ) | | | ||||||||||||||
Central |
(55 | ) | (29 | ) | | |||||||||||||
(104 | ) | 4 | (29 | ) |
a | In 2018, relates to the acquisitions of Regent (see note 11), the UK portfolio (see note 11) and Six Senses (see note 33) and, in 2017 and 2016, related to the cost of integrating Kimpton into the operations of the Group. Kimpton was acquired on 16 January 2015 and the integration programme was completed in 2017. |
b | Primarily relates to a material settlement agreed in respect of a lawsuit filed against the Group in the Americas region, together with associated legal fees. |
c | In September 2017, the Group launched a comprehensive efficiency programme funding a series of new strategic initiatives to drive an acceleration in IHGs future growth. The programme is centred around strengthening the Groups organisational structure to redeploy resources to leverage scale in the highest opportunity markets and segments. The programme is expected to be completed in 2019. The cost includes consultancy fees of $25m (2017: $24m) and severance costs of $18m (2017: $8m). An additional $47m (2017: $9m) has been charged to the System Fund. |
d | Arises from the termination of the US funded Inter-Continental Hotels Pension Plan (see note 25). |
e | In 2018, comprises a current tax credit of $11m on reorganisation costs (2017: $13m), a $5m current tax credit in respect of litigation costs, a $6m tax credit ($5m current tax and $1m deferred tax) arising from the US pension settlement, a $2m current tax credit in respect of acquisition costs and a $2m prior year current tax charge on the sale of a minority investment in 2017 (2017: $28m). In 2017 there was also a $7m (2016: $6m) deferred tax credit in respect of the impairment charge relating to the InterContinental Barclay associate, and a $6m (2016: $5m) deferred tax credit on Kimpton integration costs. In 2016 there was also a $1m credit in respect of other items. |
f | In 2018, $5m (2017: $32m current tax charge) relates to a prior year current tax credit in respect
of the transition tax introduced in December 2017 as a result of significant US tax reform. 2017 has been restated to reflect the |
All items above relate to continuing operations. | ||
The above items are treated as exceptional by reason of their size or nature, as further described on page 108. |
124 | IHG | Annual Report and Form 20-F 2018 |
7. Finance costs
2018 $m |
2017 Restated $m |
2016 Restated |
||||||||||||||||
Financial income | ||||||||||||||||||
Interest income on deposits | 2 | 1 | 3 | |||||||||||||||
Interest income on loans and receivables | 3 | 3 | 3 | |||||||||||||||
5 | 4 | 6 | ||||||||||||||||
Financial expenses | ||||||||||||||||||
Interest expense on borrowings | 66 | 62 | 71 | |||||||||||||||
Finance charge payable under finance leases | 20 | 20 | 20 | |||||||||||||||
Capitalised interest | (5 | ) | (6 | ) | (5 | ) | ||||||||||||
Change in fair value of deferred and contingent purchase consideration | 5 | | | |||||||||||||||
86 | 76 | 86 |
Interest income and expense relate to financial assets and liabilities held at amortised cost, calculated using the effective interest rate method.
During the year, $14m (2017: $7m, 2016: $3m) was payable to the IHG Rewards Club loyalty programme relating to interest on the accumulated balance of cash received in advance of the consumption of points awarded. The expense and corresponding System Fund interest income are eliminated within financial expenses.
Included within capitalised interest is $5m (2017: $6m, 2016: $4m) relating to the System Fund. The rate used for capitalisation of interest was 3.0% (2017: 3.0%, 2016: 3.8%).
The change in fair value relating to deferred and contingent purchase consideration relates to the acquisitions of Regent and the UK portfolio (see note 11).
8. Tax
Tax on profit
2018 $m |
2017 Restated $m |
2016 Restated $m |
||||||||||||||||
Income tax | ||||||||||||||||||
UK corporation tax at 19.00% (2017: 19.25%, 2016: 20.00%): | ||||||||||||||||||
Current period |
10 | 10 | 10 | |||||||||||||||
Benefit of tax reliefs on which no deferred tax previously recognised |
| | (7 | ) | ||||||||||||||
Adjustments in respect of prior periods |
4 | (2 | ) | (1 | ) | |||||||||||||
14 | 8 | 2 | ||||||||||||||||
Foreign tax: | ||||||||||||||||||
Current period |
95 | 210 | 151 | |||||||||||||||
Benefit of tax reliefs on which no deferred tax previously recognised |
(1 | ) | (13 | ) | | |||||||||||||
Adjustments in respect of prior periodsa |
(13 | ) | 2 | (97 | ) | |||||||||||||
81 | 199 | 54 | ||||||||||||||||
Total current tax | 95 | 207 | 56 | |||||||||||||||
Deferred tax: | ||||||||||||||||||
Origination and reversal of temporary differences |
40 | (8 | ) | 54 | ||||||||||||||
Changes in tax rates and tax lawsb |
1 | (59 | ) | (2 | ) | |||||||||||||
Adjustments to estimated recoverable deferred tax assetsc |
(2 | ) | (9 | ) | (25 | ) | ||||||||||||
Adjustments in respect of prior periodsa |
(1 | ) | (16 | ) | 90 | |||||||||||||
Total deferred tax | 38 | (92 | ) | 117 | ||||||||||||||
Total income tax charge for the year | 133 | 115 | 173 | |||||||||||||||
Further analysed as tax relating to: | ||||||||||||||||||
Profit before exceptional itemsd |
160 | 203 | 185 | |||||||||||||||
Exceptional items: |
||||||||||||||||||
Tax on exceptional items (note 6) |
(22 | ) | 2 | (12 | ) | |||||||||||||
Exceptional tax (note 6) |
(5 | ) | (90 | ) | | |||||||||||||
133 | 115 | 173 |
a | In 2016, included $83m in respect of a change in tax treatment being approved by the US tax authority. |
b | In 2017, predominantly reflects a change in US tax rates following significant US tax reforms. |
c | Represents a re-assessment of the recovery of recognised and off-balance sheet deferred tax assets in line with the Groups profit forecasts. |
d | Includes $94m (2017: $157m, 2016: $160m) in respect of US taxes. |
All items above relate to continuing operations.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 125 |
Group Financial Statements
Notes to the Group Financial Statements continued
8. Tax continued
Total | a | |
Before exceptional items and System Fundb |
| ||||||||||||||||||||||||||||||||
2018 % |
2017 Restated % |
2016 Restated % |
2018 % |
2017 Restated % |
2016 Restated % |
|||||||||||||||||||||||||||||||
Reconciliation of tax charge | ||||||||||||||||||||||||||||||||||||
UK corporation tax at standard rate | 19.0 | 19.3 | 20.0 | 19.0 | 19.3 | 20.0 | ||||||||||||||||||||||||||||||
Tax credits | (0.5 | ) | (0.5 | ) | (2.2 | ) | (0.3 | ) | (0.5 | ) | (2.2 | ) | ||||||||||||||||||||||||
System Fund resultsc | 5.0 | 0.9 | (1.2 | ) | (0.5 | ) | (0.4 | ) | (0.2 | ) | ||||||||||||||||||||||||||
Other permanent differences | 0.6 | 0.8 | 3.5 | 0.3 | 0.6 | 3.6 | ||||||||||||||||||||||||||||||
Non-recoverable withholding taxesd | 0.7 | 0.3 | 0.7 | 0.5 | 0.3 | 0.7 | ||||||||||||||||||||||||||||||
Net effect of different rates of tax in overseas businessese | 4.6 | 14.6 | 12.6 | 3.8 | 13.7 | 13.4 | ||||||||||||||||||||||||||||||
Effects of changes in tax rates resulting from significant US tax reform | | (9.3 | ) | | | | | |||||||||||||||||||||||||||||
Release of provision for taxation on unremitted earnings following significant US tax reform | | (7.8 | ) | | | | | |||||||||||||||||||||||||||||
Transition tax liability arising from significant US tax reform | | 4.8 | | | | | ||||||||||||||||||||||||||||||
Effect of other changes in tax rates and tax laws | 0.3 | 0.3 | 0.3 | 0.2 | 0.3 | 0.3 | ||||||||||||||||||||||||||||||
Benefit of tax reliefs on which no deferred tax previously recognised | (0.4 | ) | (1.9 | ) | (1.1 | ) | (0.3 | ) | (1.8 | ) | (1.1 | ) | ||||||||||||||||||||||||
Effect of adjustments to estimated recoverable deferred tax assets | 0.1 | (1.4 | ) | (4.0 | ) | 0.1 | (1.3 | ) | (4.0 | ) | ||||||||||||||||||||||||||
Adjustment to tax charge in respect of prior periods | (2.0 | ) | (2.6 | ) | (1.2 | ) | (1.0 | ) | (1.1 | ) | (1.1 | ) | ||||||||||||||||||||||||
27.4 | 17.5 | 27.4 | 21.8 | 29.1 | 29.4 |
a | Calculated in relation to total profits including exceptional items. |
b | Calculated in relation to profits excluding exceptional items and System Fund earnings. |
c | The System Fund results are, in general, not subject to taxation. |
d | In 2018, IHG recognised a benefit in respect of the offset of foreign taxes arising in 2018 against its 2017 tax. The Group does not anticipate such benefit in future periods, leading to an increase in irrecoverable tax by up to 2%ppts on to the underlying rate before exceptional items and System Fund. |
e | Before exceptional items and System Fund includes 4.2%ppts (2017: 13.3%ppts, 2016: 12.2%ppts) driven by the relatively high US federal tax rate. |
A reconciliation between total tax rate and tax rate before exceptional items and System Fund is shown below:
2018 | 2017 Restated |
2016 Restated |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Profit $m |
Tax $m |
Rate % |
Profit $m |
Tax $m |
Rate % |
Profit $m |
Tax $m |
Rate % |
||||||||||||||||||||||||||||||||||||||||||||||
Group income statement | 485 | 133 | 27.4 | 656 | 115 | 17.5 | 632 | 173 | 27.4 | |||||||||||||||||||||||||||||||||||||||||||||
Adjust for: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exceptional items and tax (note 6) |
104 | 27 | (4 | ) | 88 | 29 | 12 | |||||||||||||||||||||||||||||||||||||||||||||||
System Fund revenues |
(1,233 | ) | | (1,242 | ) | | (1,199 | ) | | |||||||||||||||||||||||||||||||||||||||||||||
System Fund expenses |
1,379 | | 1,276 | | 1,164 | | ||||||||||||||||||||||||||||||||||||||||||||||||
Other |
| | | (3 | ) | | (1 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
735 | 160 | 21.8 | 686 | 200 | 29.1 | 626 | 184 | 29.4 |
Tax paid
Total net tax paid during the year of $68m (2017: $172m, 2016: $130m) comprises $66m (2017: $147m, 2016: $130m) paid in respect of operating activities and $2m (2017: $25m, 2016: $nil) paid in respect of investing activities. A reconciliation of tax paid to the total tax charge in the income statement is as follows:
2018 $m |
2017 $m |
2016 $m |
||||||||||||||||
Current tax charge in the income statement | 95 | 207 | 56 | |||||||||||||||
Current tax credit in the statement of comprehensive income | (1 | ) | | (12 | ) | |||||||||||||
Current tax credit taken directly to equity | (8 | ) | (12 | ) | (8 | ) | ||||||||||||
Total current tax charge | 86 | 195 | 36 | |||||||||||||||
Movements to tax contingencies within the income statementa | 4 | 3 | 11 | |||||||||||||||
Timing differences of cash tax paid and foreign exchange differencesb | (22 | ) | (26 | ) | 83 | |||||||||||||
Tax paid per cash flow | 68 | 172 | 130 |
a | Tax contingency movements are included within the current tax charge but do not impact cash tax paid in the year. |
b | The timing difference in 2016 was predominantly in respect of the US where the payment regulations resulted in a large overpayment in the year. |
126 | IHG | Annual Report and Form 20-F 2018 |
8. Tax continued
Current tax
Within current tax payable is $29m (2017: $42m) in respect of uncertain tax positions.
The calculation of the Groups total tax charge involves consideration of applicable tax laws and regulations in many jurisdictions throughout the world. From time to time, the Group is subject to tax audits and uncertainties in these jurisdictions. The issues involved can be complex and disputes may take a number of years to resolve.
Where the interpretation of local tax law is not clear, management relies on judgement and accounting estimates to ensure all uncertain tax positions are adequately provided for in the Group Financial Statements. This may involve consideration of some or all of the following factors:
| Strength of technical argument, impact of case law and clarity of legislation; |
| Professional advice; |
| Experience of interactions, and precedents set, with the particular taxing authority; and |
| Agreements previously reached in other jurisdictions on comparable issues. |
The largest single contingency item within the current tax payable balance does not exceed $8m (2017: $8m).
Deferred tax
Property, plant, equipment and |
Other intangible |
Application fees and contract |
Deferred gains on |
Deferred gains on |
Employee | Undistributed earnings of |
Other short-term temporary |
|||||||||||||||||||||||||||||||||||||
software | assets | a | cost | a | loan notes | investments | Losses | benefits | subsidiaries | b | differences | a,c | Total | a | ||||||||||||||||||||||||||||||
$m | $m | $m | $m | $m | $m | $m | $m | $m | $m | |||||||||||||||||||||||||||||||||||
At 1 January 2017 | 120 | (5 | ) | (36 | ) | 52 | 78 | (44 | ) | (27 | ) | 59 | (96 | ) | 101 | |||||||||||||||||||||||||||||
Income statementd | (22 | ) | 13 | 11 | (18 | ) | (24 | ) | 1 | (4 | ) | (61 | ) | 12 | (92 | ) | ||||||||||||||||||||||||||||
Statement of comprehensive income | | | | | | | 10 | (1 | ) | 4 | 13 | |||||||||||||||||||||||||||||||||
Statement of changes in equity | | | | | | | | | 3 | 3 | ||||||||||||||||||||||||||||||||||
Exchange and other adjustments | | (1 | ) | | | | 3 | 1 | 3 | (5 | ) | 1 | ||||||||||||||||||||||||||||||||
At 31 December 2017 | 98 | 7 | (25 | ) | 34 | 54 | (40 | ) | (20 | ) | | (82 | ) | 26 | ||||||||||||||||||||||||||||||
Income statement | 26 | 9 | (4 | ) | 1 | 2 | 4 | | 2 | (2 | ) | 38 | ||||||||||||||||||||||||||||||||
Assets of businesses acquired | (4 | ) | 11 | | | | | | | (10 | ) | (3 | ) | |||||||||||||||||||||||||||||||
Statement of comprehensive income | | | | | | | 2 | | 2 | 4 | ||||||||||||||||||||||||||||||||||
Statement of changes in equity | | | | | | | | | 5 | 5 | ||||||||||||||||||||||||||||||||||
Exchange and other adjustments | | | | | | 1 | | | | 1 | ||||||||||||||||||||||||||||||||||
At 31 December 2018 | 120 | 27 | (29 | ) | 35 | 56 | (35 | ) | (18 | ) | 2 | (87 | ) | 71 |
a | Restated for the adoption of IFRS 15 (see pages 109 to 113). |
b | In 2017, release largely as a result of the impact of the new US transition tax charge. |
c | Primarily relates to provisions, accruals, amortisation and share-based payments and contingent purchase consideration. |
d | Movements largely reflect the impact of significant US tax reform enacted in 2017. |
Deferred gains on investments represent tax which would crystallise upon a sale of a related joint venture, associate or other equity investment. Deferred gains on loan notes represent tax which is expected to fall due for payment in 2025 (2017: 2025). The deferred tax asset recognised in respect of losses of $35m (2017: $40m) is wholly in respect of revenue losses. A deferred tax asset of $nil (2017: $2m) is recognised in a legal entity which suffered a tax loss in the current or preceding period in 2017; this asset was recognised based on the profit forecast of the entity in question. Offset against deferred tax assets is $nil (2017: $5m) in respect of uncertain tax positions.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 127 |
Group Financial Statements
Notes to the Group Financial Statements continued
8. Tax continued
The closing balance is further analysed by key territory as follows:
Property, plant, equipment and software $m |
Other intangible |
Application $m |
Deferred gains on loan notes $m |
Deferred gains on investments $m |
Losses $m |
Employee benefits $m |
Undistributed earnings of subsidiaries $m |
Other short-term temporary differences $m |
Total $m |
|||||||||||||||||||||||||||||||||||
UK | (7 | ) | (4 | ) | 1 | | | (15 | ) | (4 | ) | | (24 | ) | (53 | ) | ||||||||||||||||||||||||||||
US | 127 | 27 | (34 | ) | 35 | 56 | (16 | ) | (14 | ) | 2 | (59 | ) | 124 | ||||||||||||||||||||||||||||||
Other | | 4 | 4 | | | (4 | ) | | | (4 | ) | | ||||||||||||||||||||||||||||||||
120 | 27 | (29 | ) | 35 | 56 | (35 | ) | (18 | ) | 2 | (87 | ) | 71 |
The analysis of the deferred tax balance after considering the offset of assets and liabilities within entities where there is a legal right to do so is as follows:
2018 $m |
2017 Restated $m |
|||||||||||||||
Analysed as: | ||||||||||||||||
Deferred tax assets |
(60 | ) | (75 | ) | ||||||||||||
Deferred tax liabilities |
131 | 101 | ||||||||||||||
71 | 26 |
The Group does not recognise deferred tax assets if it cannot anticipate being able to offset them against future profits or gains.
The total unrecognised deferred tax position is as follows:
Gross | Unrecognised deferred tax | |||||||||||||||||||||||||||||||
2018 $m |
2017 $m |
2018 $m |
2017 $m |
|||||||||||||||||||||||||||||
Revenue losses | 448 | 452 | 67 | 76 | ||||||||||||||||||||||||||||
Capital losses | 516 | 515 | 90 | 99 | ||||||||||||||||||||||||||||
Total losses | 964 | 967 | 157 | 175 | ||||||||||||||||||||||||||||
Othera | 25 | 35 | 6 | 9 | ||||||||||||||||||||||||||||
989 | 1,002 | 163 | 184 | |||||||||||||||||||||||||||||
a Primarily relates to costs incurred in prior years for which relief has not been obtained. |
| |||||||||||||||||||||||||||||||
There is no expiry date to any of the above unrecognised assets other than for the losses as shown in the table below: |
| |||||||||||||||||||||||||||||||
Gross | Unrecognised deferred tax | |||||||||||||||||||||||||||||||
2018 $m |
2017 $m |
2018 $m |
2017 $m |
|||||||||||||||||||||||||||||
Expiry date: | ||||||||||||||||||||||||||||||||
2021 |
28 | 21 | 6 | 5 | ||||||||||||||||||||||||||||
2022 |
10 | 11 | 2 | 3 | ||||||||||||||||||||||||||||
2023 |
1 | 1 | | | ||||||||||||||||||||||||||||
2024 |
4 | 20 | | 1 | ||||||||||||||||||||||||||||
2025 |
92 | 92 | 21 | 23 | ||||||||||||||||||||||||||||
After 2025 |
46 | 26 | 3 | 3 |
No deferred tax liability has been recognised in respect of $0.8bn (2017: $0.5bn) of taxable temporary differences relating to subsidiaries (comprising undistributed earnings and net inherent gains) because the Group is in a position to control the timing of the reversal of these temporary differences and it is probable that such differences will not reverse in the foreseeable future.
128 | IHG | Annual Report and Form 20-F 2018 |
8. Tax continued
Tax risks, policies and governance
Information concerning the Groups tax governance can be found in the Taxation section of the Strategic Report on page 50. |
Factors that may affect the future tax charge
Many factors will affect the Groups future tax rate, the key ones being future legislative developments, future profitability of underlying subsidiaries and tax uncertainties.
There are many potential future changes to worldwide taxation systems as a result of the potential adoption by individual territories of recommendations of the OECDs Base Erosion and Profit Shifting project, and other similar initiatives being driven by governments and tax authorities. The Group continues to monitor activity in this area.
At the current time, the exact detail of the United Kingdoms exit from the European Union is unknown. Based upon the Groups profile and areas that have been publicly discussed, the Group does not anticipate the exit to cause a material impact on its future effective base tax rate.
9. Dividends
2018 cents per share |
2017 cents per share |
2016 cents per share |
2018 $m |
2017 $m |
2016 $m |
|||||||||||||||||||||||||||||||
Paid during the year: | ||||||||||||||||||||||||||||||||||||
Final (declared for previous year) |
71.0 | 64.0 | 57.5 | 130 | 127 | 137 | ||||||||||||||||||||||||||||||
Interim |
36.3 | 33.0 | 30.0 | 69 | 62 | 56 | ||||||||||||||||||||||||||||||
Special (note 27) |
| 202.5 | 632.9 | | 404 | 1,500 | ||||||||||||||||||||||||||||||
107.3 | 299.5 | 720.4 | 199 | 593 | 1,693 | |||||||||||||||||||||||||||||||
Proposed (not recognised as a liability at 31 December): | ||||||||||||||||||||||||||||||||||||
Final |
78.1 | 71.0 | 64.0 | 141 | 135 | 126 |
The final dividend of 78.1¢ per ordinary share is proposed for approval at the Annual General Meeting (AGM) on 3 May 2019 and is payable on the shares in issue at 29 March 2019.
In October 2018, the Board announced a $500m return of funds to shareholders by way of a special dividend of $2.621 per ordinary share, together with a share consolidation. On 11 January 2019, shareholders approved the share consolidation on the basis of 19 new ordinary shares of 20340/399 pence per share for every 20 existing ordinary shares of 19 17/21 pence, which became effective on 14 January 2019 and resulted in the consolidation of 10m shares. The special dividend was paid on 29 January 2019 at a cost of $510m. The dividend and share consolidation had the same economic effect as a share repurchase at fair value, therefore reported earnings per share has not been restated.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 129 |
Group Financial Statements
Notes to the Group Financial Statements continued
10. 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 awards 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 Groups performance.
Additionally, following the adoption of IFRS 15 (see pages 109 to 113), earnings attributable to the System Fund are excluded from the calculation of adjusted earnings per ordinary share, as IHG has an agreement with the IHG Owners Association to spend Fund income for the benefit of hotels in the IHG System such that the Group does not make a gain or loss from operating the Fund.
IHG also records an interest charge on the outstanding cash balance relating to the IHG Rewards Club programme. These interest payments are recognised as interest income for the Fund and interest expense for IHG. The Fund also benefits from the capitalisation of interest related to the development of the next-generation Guest Reservation System. As the Fund is included in the Group income statement, these amounts are included in reported Group net financial expenses. Given that all results related to the Fund are excluded from the calculation of adjusted earnings per ordinary share, these interest amounts are deducted from profit available for equity holders.
Information concerning Non-GAAP measures can be found in the Strategic Report on page 36. |
Continuing and total operations | 2018 | 2017 Restated |
2016 Restated |
|||||||||||||||||||||
Basic earnings per ordinary share | ||||||||||||||||||||||||
Profit available for equity holders ($m) | 351 | 540 | 456 | |||||||||||||||||||||
Basic weighted average number of ordinary shares (millions) | 190 | 193 | 212 | |||||||||||||||||||||
Basic earnings per ordinary share (cents) | 184.7 | 279.8 | 215.1 | |||||||||||||||||||||
Diluted earnings per ordinary share | ||||||||||||||||||||||||
Profit available for equity holders ($m) | 351 | 540 | 456 | |||||||||||||||||||||
Diluted weighted average number of ordinary shares (millions) | 192 | 194 | 214 | |||||||||||||||||||||
Diluted earnings per ordinary share (cents) | 182.8 | 278.4 | 213.1 | |||||||||||||||||||||
Adjusted earnings per ordinary share | ||||||||||||||||||||||||
Profit available for equity holders ($m) | 351 | 540 | 456 | |||||||||||||||||||||
Adjusting items: | ||||||||||||||||||||||||
System Fund revenues and expenses ($m) |
146 | 34 | (35 | ) | ||||||||||||||||||||
Interest attributable to the System Fund ($m) (note 7) |
(19 | ) | (13 | ) | (7 | ) | ||||||||||||||||||
Tax attributable to the System Fund ($m) |
| 3 | 1 | |||||||||||||||||||||
Exceptional items before tax ($m) (note 6) |
104 | (4 | ) | 29 | ||||||||||||||||||||
Tax on exceptional items ($m) (note 6) |
(22 | ) | 2 | (12 | ) | |||||||||||||||||||
Exceptional tax ($m) (note 6) |
(5 | ) | (90 | ) | | |||||||||||||||||||
Adjusted earnings ($m) | 555 | 472 | 432 | |||||||||||||||||||||
Basic weighted average number of ordinary shares (millions) | 190 | 193 | 212 | |||||||||||||||||||||
Adjusted earnings per ordinary share (cents) | 292.1 | 244.6 | 203.8 | |||||||||||||||||||||
Adjusted diluted earnings per ordinary share | ||||||||||||||||||||||||
Adjusted earnings ($m) | 555 | 472 | 432 | |||||||||||||||||||||
Diluted weighted average number of ordinary shares (millions) | 192 | 194 | 214 | |||||||||||||||||||||
Adjusted diluted earnings per ordinary share (cents) | 289.1 | 243.3 | 201.9 | |||||||||||||||||||||
|
2018 millions |
|
|
2017 millions |
|
|
2016 millions |
| ||||||||||||||||
Diluted weighted average number of ordinary shares is calculated as: | ||||||||||||||||||||||||
Basic weighted average number of ordinary shares |
190 | 193 | 212 | |||||||||||||||||||||
Dilutive potential ordinary shares |
2 | 1 | 2 | |||||||||||||||||||||
192 | 194 | 214 |
130 | IHG | Annual Report and Form 20-F 2018 |
11. Acquisition of businesses
Regent
On 1 July 2018, the Group completed the acquisition of a 51% controlling interest in an agreement with Formosa International Hotels Corporation (FIH) to acquire the Regent Hotels and Resorts brand and associated management contracts (Regent). The Group acquired 51% of the issued share capital of Regent Hospitality Worldwide, Inc (RHW), 100% of the issued share capital of Regent International Hotels Limited and 100% of the issued share capital of Regent Berlin GmbH.
Regent is a leading luxury hotel brand which adds to IHGs brand portfolio at the top end of the luxury segment.
Put and call options exist over the remaining 49% shareholding in RHW which are exercisable in a phased manner from 2026. As the decision-making powers related to the remaining shares are not substantive in driving RHWs returns and FIH do not share in any costs associated with the future development of the Regent brand, it has been determined that the Group has a present ownership interest in the remaining shares. As such, RHW has been accounted for as 100% owned with no non-controlling interest recognised.
Regent contributed revenue of $10m and operating profit of $nil for the period between the date of acquisition and the balance sheet date. The results of Regent are included in the EMEAA and Greater China business segments.
If the acquisition had taken place at 1 January 2018, reported Group revenue would have been $9m higher, with no material difference to operating profit for the year ended 31 December 2018.
Consideration transferred
The following table summarises the acquisition date fair value of each major class of consideration transferred:
$m | ||||||
Cash paid on acquisition | 13 | |||||
Deferred considerationa | 22 | |||||
Contingent considerationb | 53 | |||||
Total purchase consideration | 88 |
a | Comprises the present value of $13m payable in 2021 and $13m payable in 2024. |
b | Comprises the present value of the expected amounts payable on exercise of the put and call options, assuming $39m is paid in 2026 to acquire an additional 25% of RHW with the remaining 24% acquired in 2028 for $42m. The amount payable on exercise of the options is based on the annual trailing revenue of RHW, with a floor applied. The range of possible outcomes is $81m to $261m (undiscounted). The final put and call options are exercisable in 2033. The value of the contingent consideration is subject to periodic re-assessment as interest rates and RHW revenue expectations change. |
Identifiable assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of Regent at the date of acquisition were as follows:
$m | ||||||
Identifiable intangible assets: | ||||||
Brands |
57 | |||||
Management contracts |
6 | |||||
Property, plant and equipment | 1 | |||||
Deferred tax liability | (11 | ) | ||||
Net identifiable assets acquired | 53 | |||||
Goodwill | 35 | |||||
Total purchase consideration | 88 |
The goodwill is mainly attributable to the global growth opportunities identified for the acquired business. Goodwill is not expected to be deductible for income tax purposes. No contingent liabilities were recognised as a result of the acquisition.
If new information obtained within one year of the date of acquisition about the facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, then the accounting for the acquisition will be revised.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 131 |
Group Financial Statements
Notes to the Group Financial Statements continued
11. Acquisition of businesses continued
UK portfolio
On 25 July 2018, the Group completed a deal to operate nine hotels under long-term leases from Covivio (formerly Foncière des Régions), which operated under the Principal and De Vere Hotels brands. An additional leased hotel was added to the portfolio on 13 November 2018, bringing the total to 10 (UK portfolio) at 31 December 2018. Two further leased hotels were added on 14 February 2019.
The deal establishes IHG as the leading luxury hotel operator in the UK. Over the next one to two years, the hotels will be rebranded to other brands in IHGs luxury and upscale portfolio.
The hotels contributed revenue of $75m and an operating loss of $1m for the period between the date of acquisition and the balance sheet date. The results are included in the EMEAA business segment.
If the acquisition had taken place at 1 January 2018, reported Group revenue would have been $90m higher, with no material difference to operating profit for the year ended 31 December 2018.
Consideration transferred
The following table summarises the acquisition date fair value of each major class of consideration transferred:
$m | ||||||
Cash paid on acquisition | 9 | |||||
Working capital settlement duea | (3 | ) | ||||
Contingent considerationb | 56 | |||||
Total purchase consideration | 62 |
a | Subject to final agreement and receivable in early 2019. |
b | Comprises the present value of the above-market element of the expected lease payments over the 25 year lives of the hotel lease agreements. The undiscounted amount is $217m. The value of the contingent consideration has been assessed with the assistance of professional third party advisors and is subject to periodic re-assessment as interest rates and expected lease payments change. The above-market assessment has been determined by comparing the expected lease payments as a percentage of forecast hotel operating profit (before depreciation and rent) with market metrics, on a lease by lease basis. There is no floor to the amount payable and no maximum amount. |
Identifiable assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of the UK portfolio at the date of acquisition were as follows:
$m | ||||||
Identifiable intangible assets: Brands | 1 | |||||
Property, plant and equipment | 25 | |||||
Inventories | 1 | |||||
Trade and other receivables | 11 | |||||
Cash and cash equivalents | 2 | |||||
Trade and other payables | (18 | ) | ||||
Deferred revenue | (8 | ) | ||||
Stamp duty liabilitya | (14 | ) | ||||
Deferred tax asset | 14 | |||||
Net identifiable assets acquired | 14 | |||||
Goodwill | 48 | |||||
Total purchase consideration | 62 |
a | The stamp duty liability was settled post-acquisition. |
The goodwill is attributable to the trading potential of the acquired hotel operations and growth opportunities. Goodwill is not expected to be deductible for income tax purposes. No contingent liabilities were recognised as a result of the acquisition.
Included in trade and other receivables are trade receivables with a gross contractual value of $5m, which are expected to be collectable in full. The fair value of trade receivables approximates the book value of $5m.
If new information obtained within one year of the date of acquisition about the facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, then the accounting for the acquisition will be revised.
132 | IHG | Annual Report and Form 20-F 2018 |
11. Acquisition of businesses continued
Cash flows relating to acquisitions
$m | ||||||
Regent | ||||||
Cash paid on acquisition | 13 | |||||
UK portfolio | ||||||
Cash paid on acquisition | 9 | |||||
Contingent consideration paid | 4 | |||||
Settlement of stamp duty liability | 14 | |||||
Less: cash and cash equivalents acquired | (2 | ) | ||||
25 | ||||||
Net cash outflow arising on acquisitions | 38 |
12. Property, plant and equipment
Land and buildings $m |
Fixtures, fittings and equipment $m |
Total $m |
||||||||||||
Cost | ||||||||||||||
At 1 January 2017 | 378 | 429 | 807 | |||||||||||
Additions | 9 | 35 | 44 | |||||||||||
Fully depreciated assets written off | | (19 | ) | (19 | ) | |||||||||
Disposals | | (4 | ) | (4 | ) | |||||||||
Exchange and other adjustments | 1 | 8 | 9 | |||||||||||
At 31 December 2017 | 388 | 449 | 837 | |||||||||||
Acquisition of businesses (note 11) | | 26 | 26 | |||||||||||
Additions | 8 | 39 | 47 | |||||||||||
Fully depreciated assets written off | (11 | ) | (167 | ) | (178 | ) | ||||||||
Disposals | | (29 | ) | (29 | ) | |||||||||
Exchange and other adjustments | (3 | ) | (4 | ) | (7 | ) | ||||||||
At 31 December 2018 | 382 | 314 | 696 | |||||||||||
Depreciation and impairment | ||||||||||||||
At 1 January 2017 | (78 | ) | (310 | ) | (388 | ) | ||||||||
Provided | (7 | ) | (28 | ) | (35 | ) | ||||||||
System Fund expense | | (6 | ) | (6 | ) | |||||||||
Fully depreciated assets written off | | 19 | 19 | |||||||||||
Disposals | | 3 | 3 | |||||||||||
Exchange and other adjustments | (1 | ) | (4 | ) | (5 | ) | ||||||||
At 31 December 2017 | (86 | ) | (326 | ) | (412 | ) | ||||||||
Provided | (6 | ) | (34 | ) | (40 | ) | ||||||||
System Fund expense | | (8 | ) | (8 | ) | |||||||||
Fully depreciated assets written off | 11 | 167 | 178 | |||||||||||
Disposals | | 25 | 25 | |||||||||||
Exchange and other adjustments | | 8 | 8 | |||||||||||
At 31 December 2018 | (81 | ) | (168 | ) | (249 | ) | ||||||||
Net book value | ||||||||||||||
At 31 December 2018 | 301 | 146 | 447 | |||||||||||
At 31 December 2017 | 302 | 123 | 425 | |||||||||||
At 1 January 2017 | 300 | 119 | 419 |
The Groups property, plant and equipment mainly comprises hotels, but also offices and computer hardware, throughout the world. 41% (2017: 43%) of the net book value relates to the largest owned and leased hotel, of a total of 23 open hotels (2017: 12 open hotels). At 31 December 2018 and 31 December 2017, there were no hotels under construction.
The carrying value of property, plant and equipment held under finance leases at 31 December 2018 was $174m (2017: $181m).
25% (2017: 26%) of hotel properties by net book value were directly owned, with 53% (2017: 57%) held under leases having a term of 50 years or longer.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 133 |
Group Financial Statements
Notes to the Group Financial Statements continued
12. Property, plant and equipment continued
The table below analyses the net book value of the Groups property, plant and equipment by operating segment at 31 December 2018:
Americas $m |
EMEAA $m |
Greater China $m |
Central $m |
Total $m |
||||||||||||||||||
Land and buildings | 289 | | | 12 | 301 | |||||||||||||||||
Fixtures, fittings and equipment | 40 | 34 | | 72 | 146 | |||||||||||||||||
329 | 34 | | 84 | 447 |
13. Goodwill and other intangible assets
Management | Other | |||||||||||||||||||||||||
contracts | intangibles | |||||||||||||||||||||||||
Goodwill | Brands | Software | Restated | a | Restated | a | Total | |||||||||||||||||||
$m | $m | $m |
|
$m |
|
|
$m |
|
$m | |||||||||||||||||
Cost | ||||||||||||||||||||||||||
At 1 January 2017 | 370 | 193 | 583 | 71 | 10 | 1,227 | ||||||||||||||||||||
Additions | | | 168 | | 4 | 172 | ||||||||||||||||||||
Capitalised interest | | | 6 | | | 6 | ||||||||||||||||||||
Disposals | | | (14 | ) | | | (14 | ) | ||||||||||||||||||
Exchange and other adjustments | 7 | | 2 | | (1 | ) | 8 | |||||||||||||||||||
At 31 December 2017 | 377 | 193 | 745 | 71 | 13 | 1,399 | ||||||||||||||||||||
Acquisition of businesses (note 11) | 83 | 58 | | 6 | | 147 | ||||||||||||||||||||
Additions | | | 107 | | 5 | 112 | ||||||||||||||||||||
Capitalised interest | | | 5 | | | 5 | ||||||||||||||||||||
Disposals | | | (72 | ) | | | (72 | ) | ||||||||||||||||||
Exchange and other adjustments | (5 | ) | (1 | ) | (4 | ) | | | (10 | ) | ||||||||||||||||
At 31 December 2018 | 455 | 250 | 781 | 77 | 18 | 1,581 | ||||||||||||||||||||
Amortisation and impairment | ||||||||||||||||||||||||||
At 1 January 2017 | (138 | ) | | (223 | ) | (5 | ) | (3 | ) | (369 | ) | |||||||||||||||
Provided | | | (40 | ) | (2 | ) | (1 | ) | (43 | ) | ||||||||||||||||
System Fund expense | | | (30 | ) | | | (30 | ) | ||||||||||||||||||
Disposals | | | 14 | | | 14 | ||||||||||||||||||||
Exchange and other adjustments | (2 | ) | | (2 | ) | | | (4 | ) | |||||||||||||||||
At 31 December 2017 | (140 | ) | | (281 | ) | (7 | ) | (4 | ) | (432 | ) | |||||||||||||||
Provided | | | (36 | ) | (3 | ) | (1 | ) | (40 | ) | ||||||||||||||||
System Fund expense | | | (37 | ) | | | (37 | ) | ||||||||||||||||||
Disposals | | | 67 | | | 67 | ||||||||||||||||||||
Exchange and other adjustments | (2 | ) | | 6 | | | 4 | |||||||||||||||||||
At 31 December 2018 | (142 | ) | | (281 | ) | (10 | ) | (5 | ) | (438 | ) | |||||||||||||||
Net book value | ||||||||||||||||||||||||||
At 31 December 2018 | 313 | 250 | 500 | 67 | 13 | 1,143 | ||||||||||||||||||||
At 31 December 2017 | 237 | 193 | 464 | 64 | 9 | 967 | ||||||||||||||||||||
At 1 January 2017 | 232 | 193 | 360 | 66 | 7 | 858 |
a | Restated for the adoption of IFRS 15 (see pages 109 to 113). |
Goodwill and brands
During the year, the Group acquired Regent and the UK portfolio (see note 11) resulting in the recognition of goodwill of $83m and brands of $58m, together with management contracts of $6m. The Kimpton acquisition in 2015 resulted in the recognition of goodwill of $167m, brands of $193m and management contracts of $71m.
The Regent and Kimpton brands are both considered to have an indefinite life given their strong brand awareness and reputation, and managements commitment to continued investment in their growth. The brands are protected by trademarks and there are not believed to be any legal, regulatory or contractual provisions that limit the useful lives of the brands. In the hotel industry there are a number of brands that have existed for many years and IHG has brands that are over 60 years old.
The Group tests goodwill and indefinite life intangible assets for impairment annually, or more frequently if there are any indicators that an impairment may have arisen.
134 | IHG | Annual Report and Form 20-F 2018 |
13. Goodwill and other intangible assets continued
The year-end carrying value of goodwill and indefinite life brands have been allocated to cash-generating units (CGUs) for impairment testing purposes as follows:
2018 | 2017 | |||||||||||||||||||||||
Goodwill $m |
Brands $m |
Goodwill $m |
Brands $m |
|||||||||||||||||||||
CGU | ||||||||||||||||||||||||
Americas Managed | 69 | 203 | 63 | 193 | ||||||||||||||||||||
Americas Franchised | 37 | | 37 | | ||||||||||||||||||||
EMEAA Europe Managed | 29 | 13 | 21 | | ||||||||||||||||||||
EMEAA Europe Franchised | 10 | | 10 | | ||||||||||||||||||||
EMEAA rest of region | 113 | 23 | 106 | | ||||||||||||||||||||
Greater China | 7 | 11 | | | ||||||||||||||||||||
Allocated to CGUs (including Regent) | 265 | 250 | 237 | 193 | ||||||||||||||||||||
UK portfolio | 48 | | | | ||||||||||||||||||||
313 | 250 | 237 | 193 |
The UK portfolio goodwill remained unallocated at 31 December 2018 pending completion of the portfolio acquisition in early 2019.
The goodwill relating to the Regent and UK portfolio acquisitions are included in the Group statement of financial position at their acquisition date fair value. Otherwise, the recoverable amounts of the CGUs have been determined from value in use calculations. These calculations include a three-year period using pre-tax cash flow forecasts derived from the most recent financial budgets approved by management, incorporating growth rates based on managements past experience and industry growth forecasts. The key assumptions that underpin the financial budgets are RevPAR growth and net System size growth. RevPAR is based on market forecasts provided by Oxford Economics adjusted for historical experience of how the Group has performed compared to these expectations. Cash flows beyond the three-year period are extrapolated using terminal growth rates that do not exceed the average long-term growth rates for the relevant markets. A 10% contingency factor is applied to reduce all cash flow projections before being discounted using pre-tax rates that are based on the Groups weighted average cost of capital adjusted to reflect the risks specific to the business model and territory of the CGU being tested.
The terminal growth rates and discount rates used, which are considered to be key assumptions, are as follows:
2018 |
2017 |
|||||||||||||||||||||||
Terminal growth rate % |
Discount rate % |
Terminal rate % |
Discount rate % |
|||||||||||||||||||||
Americas Managed | 2.0 | 10.5 | 2.0 | 10.4 | ||||||||||||||||||||
Americas Franchised | 2.0 | 9.6 | 2.0 | 9.4 | ||||||||||||||||||||
EMEAA Europe Managed | 2.0 | 11.4 | 2.0 | 10.8 | ||||||||||||||||||||
EMEAA Europe Franchised | 2.0 | 10.5 | 2.0 | 9.8 | ||||||||||||||||||||
EMEAA rest of region | 3.5 | 13.4 | 3.5 | 14.1 | ||||||||||||||||||||
Greater China | 2.5 | 12.3 | 2.5 | 13.6 |
Impairment was not required at either 31 December 2018 or 31 December 2017.
Given the contingency factor applied to the cash flow projections and the significant amounts by which the recoverable amounts of the CGUs exceed their carrying amounts, management have determined that impairment charges would not arise from reasonably possible changes in the key assumptions.
Software
Software includes $273m relating to the development of the next-generation Guest Reservation System with Amadeus. Of this amount $109m relating to Phase 2 of the project was not amortised during the year as it has not been completed and rolled out to hotels.
Substantially all software additions are internally developed.
Management contracts
Management contracts comprise $61m (2017: $64m) in respect of Kimpton and $6m (2017: $nil) in respect of Regent.
The weighted average remaining amortisation period for all management contracts is 25 years (2017 restated: 27 years).
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 135 |
Group Financial Statements
Notes to the Group Financial Statements continued
14. Investment in associates and joint ventures
Associates $m |
Joint ventures $m |
Total $m |
||||||||||||||
Cost | ||||||||||||||||
At 1 January 2017 | 113 | 26 | 139 | |||||||||||||
Additions | 47 | | 47 | |||||||||||||
Share of profits/(losses) | 2 | 1 | 3 | |||||||||||||
Disposals | (9 | ) | | (9 | ) | |||||||||||
Distributions | (4 | ) | | (4 | ) | |||||||||||
Exchange and other adjustments | 2 | | 2 | |||||||||||||
At 31 December 2017 | 151 | 27 | 178 | |||||||||||||
Additions | 3 | | 3 | |||||||||||||
Share of (losses)/profits | (6 | ) | 5 | (1 | ) | |||||||||||
Distributions | (5 | ) | (32 | ) | (37 | ) | ||||||||||
Exchange | (3 | ) | | (3 | ) | |||||||||||
At 31 December 2018 | 140 | | 140 | |||||||||||||
Impairment | ||||||||||||||||
At 1 January 2017 | (28 | ) | | (28 | ) | |||||||||||
Charge for the year | (18 | ) | | (18 | ) | |||||||||||
Disposals | 9 | | 9 | |||||||||||||
At 31 December 2017 | (37 | ) | | (37 | ) | |||||||||||
Exchange | 1 | | 1 | |||||||||||||
At 31 December 2018 | (36 | ) | | (36 | ) | |||||||||||
Net book value | ||||||||||||||||
At 31 December 2018 | 104 | | 104 | |||||||||||||
At 31 December 2017 | 114 | 27 | 141 | |||||||||||||
At 1 January 2017 | 85 | 26 | 111 |
All associates and joint ventures are accounted for using the equity method.
During the year, the Group received a distribution of $32m from a joint venture following the sale of the hotel owned by the joint venture.
Impairment charges of $18m and $16m in 2017 and 2016 respectively, related to the Barclay associate (see below), resulted from the depressed trading outlook for the New York hotel market and the high costs of renovating the hotel. The recoverable amount of the investment was measured at its fair value less costs of disposal, based on the Groups share of the market value of the hotel less debt in the associate. The hotel was appraised by a professional external valuer using an income capitalisation approach which is a discounted cash flow technique that measures the present value of projected income flows (over a 10-year period) and the reversion of the property sale. Within the fair value hierarchy, this is categorised as a Level 3 fair value measurement. In addition to the projected income flows, the key assumptions used were a discount rate of 7.3% (2016: 7.3%) and a terminal capitalisation rate of 6.3% (2016: 6.0%).
Barclay associate
The Group held one material associate investment at 31 December 2018, a 19.9% interest in 111 East 48th Street Holdings, LLC (the Barclay associate) which owns InterContinental New York Barclay (the hotel), a hotel managed by the Group. The hotel reopened for trading in April 2016 following a major renovation. The investment is classified as an associate and equity accounted. Whilst the Group has the ability to exercise significant influence through certain decision rights, approval rights relating to the hotels operating and capital budgets rest solely with the 80.1% majority member. The Groups ability to receive cash dividends is dependent on the hotel generating sufficient income to satisfy specified owner returns.
In March 2017, the Group invested $43m in the Barclay associate in conjunction with a refinancing of the hotel. The cash was used to repay a $43m supplemental bank loan for which the Group had previously provided an indemnity for 100% of the related obligations. As a consequence, the indemnity has been extinguished.
136 | IHG | Annual Report and Form 20-F 2018 |
14. Investment in associates and joint ventures continued
Summarised financial information in respect of the Barclay associate is set out below:
31 December 2018 $m |
31 December 2017 $m |
|||||||||||||||
Non-current assets | 529 | 540 | ||||||||||||||
Current assets | 70 | 41 | ||||||||||||||
Current liabilities | (17 | ) | (19 | ) | ||||||||||||
Non-current liabilities | (319 | ) | (287 | ) | ||||||||||||
Net assets | 263 | 275 | ||||||||||||||
Group share of reported net assets at 19.9% | 52 | 55 | ||||||||||||||
Adjustments to reflect capitalised costs, and additional rights and obligations under the shareholder agreement | 7 | 10 | ||||||||||||||
Carrying amount | 59 | 65 |
12 months to 2018 $m |
12 months to 31 December 2017 $m |
|||||||||||||||
Revenue | 103 | 90 | ||||||||||||||
Loss for the period | (13 | ) | (16 | ) | ||||||||||||
Groups share of loss for the period, including the cost of funding owner returns | (8 | ) | (4 | ) |
Other associates and joint ventures
The summarised aggregated financial information for individually immaterial associates and joint ventures is set out below. These are mainly investments in entities that own hotels which the Group manages.
Associates | Joint ventures | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 $m |
2017 $m |
2016 $m |
2018 $m |
2017 $m |
2016 $m |
2018 $m |
2017 $m |
2016 $m |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share of profits/(losses) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating profits before exceptional items | 2 | 6 | 5 | 5 | 1 | 1 | 7 | 7 | 6 |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 137 |
Group Financial Statements
15. Other financial assets
2018 $m |
2017 $m |
|||||||||||||||
Equity securities measured at fair value | ||||||||||||||||
Quoted equity shares | 8 | 10 | ||||||||||||||
Unquoted equity shares | 108 | 117 | ||||||||||||||
116 | 127 | |||||||||||||||
Financial assets measured at amortised cost | ||||||||||||||||
Trade deposits and loans | 50 | 43 | ||||||||||||||
Restricted funds | 55 | 32 | ||||||||||||||
Bank accounts pledged as security | 40 | 42 | ||||||||||||||
145 | 117 | |||||||||||||||
Total other financial assets | 261 | 244 | ||||||||||||||
Analysed as: | ||||||||||||||||
Current |
1 | 16 | ||||||||||||||
Non-current |
260 | 228 | ||||||||||||||
261 | 244 |
Equity securities are measured at fair value through other comprehensive income and mainly comprise strategic investments in entities that own hotels which the Group manages. The fair value of the most significant investments at 31 December 2018 together with the dividend income received in 2018 is as follows:
Dividend | ||||||||||||||||
Fair value | income | a | ||||||||||||||
2018 | 2018 | |||||||||||||||
$m | $m | |||||||||||||||
Investment in entity which owns: | ||||||||||||||||
InterContinental The Willard Washington DC |
31 | | ||||||||||||||
InterContinental San Francisco |
31 | 6 | ||||||||||||||
InterContinental Grand Stanford Hong Kong |
16 | 2 | ||||||||||||||
Other |
38 | 1 | ||||||||||||||
116 | 9 |
a | Reported as other operating income and expenses in the Group income statement. |
Equity securities were denominated in the following currencies: US dollars $91m (2017: $93m), Hong Kong dollars $16m (2017: $25m) and other currencies $9m (2017: $9m).
On 13 December 2017, the sale of Avendra, LLC (Avendra) to Aramark Services, Inc., resulted in the Group receiving cash proceeds of $75m from its 6.29% interest in Avendra and the recording of a $73m exceptional gain in the Group income statement (see note 6). Prior to the sale, the Groups investment in Avendra was included in unquoted equity shares. Avendra is a North American hospitality procurement services provider.
Trade deposits and loans include deposits of $66m made to a hotel owner in connection with a portfolio of management contracts. The deposits are non-interest-bearing and repayable at the end of the management contract terms, and are therefore held at a discounted value of $30m (2017: $28m); the discount unwinds to the income statement within financial income over the period to repayment.
Restricted funds include $25m placed in a shortfall reserve deposit which is held for the specific purpose of funding shortfalls in owner returns relating to the Barclay associate. No amounts required release from the deposit during the year. Other restricted funds largely comprise cash ring-fenced to satisfy insurance claims.
The bank accounts pledged as security (£31m) are subject to a charge in favour of the members of the UK unfunded pension arrangement (see note 25).
The movement in the provision for impairment of equity securities during the year is as follows:
2018 $m |
2017 $m |
|||||||||||||||
At 1 January | (18 | ) | (22 | ) | ||||||||||||
Elimination of provision on adoption of IFRS 9 | 18 | | ||||||||||||||
Disposals | | 4 | ||||||||||||||
At 31 December | | (18 | ) |
138 | IHG | Annual Report and Form 20-F 2018 |
16. Trade and other receivables
2018 $m |
2017 $m |
|||||||||||||||
Current | ||||||||||||||||
Trade receivables | 474 | 452 | ||||||||||||||
Other receivables | 27 | 23 | ||||||||||||||
Prepayments | 111 | 74 | ||||||||||||||
Loans to and receivables from associates | 1 | 2 | ||||||||||||||
613 | 551 |
Trade and other receivables are held at amortised 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:
2018 $m |
2017 $m |
|||||||||||||||
Americas | 325 | 305 | ||||||||||||||
EMEAA | 125 | 122 | ||||||||||||||
Greater China | 52 | 50 | ||||||||||||||
502 | 477 |
The ageing of trade and other receivables, excluding prepayments, at the end of the reporting period is:
2018 |
2017 |
|||||||||||||||||||||||||||||||
Gross $m |
Credit loss allowance |
Net $m |
Gross $m |
Credit loss allowance $m |
Net $m |
|||||||||||||||||||||||||||
Not past due | 356 | (1 | ) | 355 | 333 | (1 | ) | 332 | ||||||||||||||||||||||||
Past due 1 to 30 days | 71 | (1 | ) | 70 | 68 | (2 | ) | 66 | ||||||||||||||||||||||||
Past due 31 to 180 days | 86 | (9 | ) | 77 | 82 | (7 | ) | 75 | ||||||||||||||||||||||||
Past due more than 180 days | | | | 71 | (67 | ) | 4 | |||||||||||||||||||||||||
513 | (11 | ) | 502 | 554 | (77 | ) | 477 |
Trade and other receivables over 180 days past due are written off, but continue to be actively pursued. The credit risk relating to balances not past due is not deemed to be significant.
The movement in the allowance for expected lifetime credit losses of trade and other receivables during the year is as follows:
2018 $m |
2017 $m |
2016 $m |
||||||||||||||||||||||
At 1 January | (77 | ) | (69 | ) | (56 | ) | ||||||||||||||||||
Adjustment arising on adoption of IFRS 9 | 67 | | | |||||||||||||||||||||
Provided | (28 | ) | (15 | ) | (25 | ) | ||||||||||||||||||
Amounts written back | | 2 | 5 | |||||||||||||||||||||
Amounts written off | 26 | 6 | 5 | |||||||||||||||||||||
Exchange adjustments | 1 | (1 | ) | 2 | ||||||||||||||||||||
At 31 December | (11 | ) | (77 | ) | (69 | ) |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 139 |
Group Financial Statements
Notes to the Group Financial Statements continued
17. Cash and cash equivalents
2018 $m |
2017 $m |
|||||||||||
Cash at bank and in hand | 202 | 164 | ||||||||||
Short-term deposits | 234 | 4 | ||||||||||
Repurchase agreements | 268 | | ||||||||||
704 | 168 |
Cash at bank and in hand includes bank balances of $106m (2017: $116m) which are matched by bank overdrafts of $104m (2017: $110m) under the Groups cash pooling arrangements. Under these arrangements, each pool contains a number of bank accounts with the same financial institution and the Group pays interest on net overdraft balances within each pool. The cash pools are used for day-to-day cash management purposes and are managed as closely as possible to a zero balance on a net basis for each pool. Overseas subsidiaries are typically in a cash-positive position with the matching overdrafts held by the Groups central treasury company in the UK.
For the purposes of the Group statement of cash flows, cash and cash equivalents comprise the following:
2018 $m |
2017 $m |
|||||||||||
Cash at bank and in hand | 202 | 164 | ||||||||||
Short-term deposits | 234 | 4 | ||||||||||
Repurchase agreements | 268 | | ||||||||||
704 | 168 | |||||||||||
Bank overdrafts (note 20) | (104 | ) | (110 | ) | ||||||||
600 | 58 |
Short-term deposits and repurchase agreements are highly liquid investments with an original maturity of three months or less.
18. Trade and other payables
2018 $m |
2017 Restated $m |
|||||||||||
Current | ||||||||||||
Trade payables | 132 | 81 | ||||||||||
Other tax and social security payable | 44 | 48 | ||||||||||
Other payables | 95 | 108 | ||||||||||
Contingent purchase consideration | 7 | | ||||||||||
Accruals | 340 | 360 | ||||||||||
618 | 597 | |||||||||||
Non-current | ||||||||||||
Other payables | 34 | 36 | ||||||||||
Deferred and contingent purchase consideration | 124 | | ||||||||||
158 | 36 |
19. Provisions
Security Incidents $m |
Litigation $m |
Insurance reserves $m |
Total $m |
|||||||||||||||
At 1 January 2017 and 31 December 2017 | 5 | 3 | | 8 | ||||||||||||||
Reclassification from other trade and other payables | | | 25 | 25 | ||||||||||||||
(Released)/provided | (2 | ) | (1 | ) | 7 | 4 | ||||||||||||
Utilised | (3 | ) | | (7 | ) | (10 | ) | |||||||||||
At 31 December 2018 | | 2 | 25 | 27 |
2018 $m |
2017 $m |
|||||||||||
Analysed as: | ||||||||||||
Current |
10 | 3 | ||||||||||
Non-current |
17 | 5 | ||||||||||
27 | 8 |
See note 30 for a description of and further information on the Security Incidents provision. | ||
140 | IHG | Annual Report and Form 20-F 2018 |
19. Provisions continued
Provisions for insurance claims are mainly in respect of the Groups workers compensation, employment practices liability and third-party general liability insurances. The amounts are based on reserves held in the Groups captive insurance company, SCH Insurance Company, and are established using independent actuarial assessments wherever possible, or a reasonable assessment based on past claims experience.
20. Loans and other borrowings
2018 | 2017 | |||||||||||||||||||||||||||||||
Current $m |
Non-current $m |
Total $m |
Current $m |
Non-current $m |
Total $m |
|||||||||||||||||||||||||||
Unsecured bank loans | | | | | 262 | 262 | ||||||||||||||||||||||||||
Finance lease obligations | 16 | 219 | 235 | 16 | 215 | 231 | ||||||||||||||||||||||||||
£400m 3.875% bonds 2022 | | 509 | 509 | | 538 | 538 | ||||||||||||||||||||||||||
£300m 3.75% bonds 2025 | | 385 | 385 | | 406 | 406 | ||||||||||||||||||||||||||
£350m 2.125% bonds 2026 | | 447 | 447 | | 472 | 472 | ||||||||||||||||||||||||||
500m 2.125% bonds 2027 | | 569 | 569 | | | | ||||||||||||||||||||||||||
16 | 2,129 | 2,145 | 16 | 1,893 | 1,909 | |||||||||||||||||||||||||||
Bank overdrafts | 104 | | 104 | 110 | | 110 | ||||||||||||||||||||||||||
Total loans and other borrowings | 120 | 2,129 | 2,249 | 126 | 1,893 | 2,019 | ||||||||||||||||||||||||||
Denominated in the following currencies: | ||||||||||||||||||||||||||||||||
Sterling |
| 1,341 | 1,341 | | 1,416 | 1,416 | ||||||||||||||||||||||||||
US dollars |
110 | 219 | 329 | 124 | 477 | 601 | ||||||||||||||||||||||||||
Euros |
8 | 569 | 577 | 2 | | 2 | ||||||||||||||||||||||||||
Other |
2 | | 2 | | | | ||||||||||||||||||||||||||
120 | 2,129 | 2,249 | 126 | 1,893 | 2,019 |
Loans and other borrowings (excluding bank overdrafts) and currency swaps comprise the liabilities included in the financing activities section of the Group statement of cash flows and their movements are analysed as follows:
At 1 January $m |
Cash flows $m |
Exchange adjustments $m |
Other $m |
At 31 December $m |
||||||||||||||||||||
Unsecured bank loans | 262 | (268 | ) | 3 | 3 | | ||||||||||||||||||
Finance lease obligations | 231 | | | 4 | 235 | |||||||||||||||||||
£400m 3.875% bonds 2022 | 538 | | (30 | ) | 1 | 509 | ||||||||||||||||||
£300m 3.75% bonds 2025 | 406 | | (23 | ) | 2 | 385 | ||||||||||||||||||
£350m 2.125% bonds 2026 | 472 | | (26 | ) | 1 | 447 | ||||||||||||||||||
500m 2.125% bonds 2027 | | 559 | 9 | 1 | 569 | |||||||||||||||||||
1,909 | 291 | (67 | ) | 12 | 2,145 | |||||||||||||||||||
Currency swaps: | ||||||||||||||||||||||||
Exchange of principal |
| (5 | ) | | (2 | ) | (7 | ) | ||||||||||||||||
Initial fee received |
| 3 | | (3 | ) | | ||||||||||||||||||
| (2 | ) | | (5 | ) | (7 | ) | |||||||||||||||||
1,909 | 289 | (67 | ) | 7 | 2,138 | |||||||||||||||||||
At 1 January $m |
Cash flows $m |
Exchange adjustments $m |
Other $m | At 31 December $m |
||||||||||||||||||||
Unsecured bank loans | 107 | 153 | 1 | 1 | 262 | |||||||||||||||||||
Finance lease obligations | 227 | | | 4 | 231 | |||||||||||||||||||
£400m 3.875% bonds 2022 | 489 | | 48 | 1 | 538 | |||||||||||||||||||
£300m 3.75% bonds 2025 | 370 | | 36 | | 406 | |||||||||||||||||||
£350m 2.125% bonds 2026 | 430 | | 42 | | 472 | |||||||||||||||||||
1,623 | 153 | 127 | 6 | 1,909 |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 141 |
Group Financial Statements
Notes to the Group Financial Statements continued
20. Loans and other borrowings continued
Unsecured bank loans
Unsecured bank loans are borrowings under the Groups Syndicated and Bilateral Facilities. Amounts are classified as non-current when the facilities have more than 12 months to expiry.
The Syndicated Facility comprises a $1,275m five-year revolving credit facility maturing in March 2022.
The Bilateral Facility comprises a $75m revolving credit facility maturing in March 2022. The Bilateral Facility contains the same terms and covenants as the Syndicated Facility (see note 22).
A variable rate of interest is payable on amounts drawn under both facilities, which were undrawn at 31 December 2018.
Finance lease obligations
Finance lease obligations, which relate primarily to the 99-year lease (of which 87 years remain) on the InterContinental Boston hotel, are payable as follows:
2018 | 2017 | |||||||||||||||||||||||
Minimum lease payments $m |
Present value of payments $m |
Minimum lease payments $m |
Present value of payments $m |
|||||||||||||||||||||
Less than one year | 16 | 16 | 16 | 16 | ||||||||||||||||||||
Between one and five years | 72 | 53 | 67 | 49 | ||||||||||||||||||||
More than five years | 3,212 | 166 | 3,234 | 166 | ||||||||||||||||||||
3,300 | 235 | 3,317 | 231 | |||||||||||||||||||||
Less: amount representing finance charges | (3,065 | ) | | (3,086 | ) | | ||||||||||||||||||
235 | 235 | 231 | 231 |
The Group has the option to extend the term of the InterContinental Boston lease for two additional 20-year terms. Payments under the lease step up at regular intervals over the lease term. Interest is payable on the obligation at a fixed rate of 9.7%.
£400m 3.875% bonds 2022
The 3.875% fixed interest sterling bonds were issued on 28 November 2012 and are repayable in full on 28 November 2022. Interest is payable annually on 28 November. The bonds were initially priced at 98.787% of face value and are unsecured.
£300m 3.75% bonds 2025
The 3.75% fixed interest sterling bonds were issued on 14 August 2015 and are repayable in full on 14 August 2025. Interest is payable annually on 14 August. The bonds were initially priced at 99.014% of face value and are unsecured.
£350m 2.125% bonds 2026
The 2.125% fixed interest sterling bonds were issued on 24 August 2016 and are repayable in full on 24 August 2026. Interest is payable annually on 24 August. The bonds were initially priced at 99.45% of face value and are unsecured.
500m 2.125% bonds 2027
The 2.125% fixed interest euro bonds were issued on 15 November 2018 and are repayable in full on 15 May 2027. Interest is payable annually on 15 May. The bonds were initially priced at 99.53% of face value and are unsecured. Currency swaps were transacted at the same time the bonds were issued in order to swap the proceeds and interest flows into sterling (see note 22).
Bank overdrafts
Bank overdrafts are matched by equivalent amounts of cash and cash equivalents under the Groups cash pooling arrangements (see note 17).
Facilities provided by banks
2018 | 2017 | |||||||||||||||||||||||||||||||
Utilised $m |
Unutilised $m |
Total $m |
Utilised $m |
Unutilised $m |
Total $m |
|||||||||||||||||||||||||||
Committed | | 1,350 | 1,350 | 264 | 1,086 | 1,350 | ||||||||||||||||||||||||||
Uncommitted | | 53 | 53 | 1 | 69 | 70 | ||||||||||||||||||||||||||
| 1,403 | 1,403 | 265 | 1,155 | 1,420 |
2018 $m |
2017 $m | |||||||||||||
Unutilised facilities expire: | ||||||||||||||
Within one year | 53 | 69 | ||||||||||||
After two but before five years | 1,350 | 1,086 | ||||||||||||
1,403 | 1,155 |
Utilised facilities are calculated based on actual drawings and may not agree to the carrying value of loans held at amortised cost.
142 | IHG | Annual Report and Form 20-F 2018 |
21. Net debt
2018 $m |
2017 $m |
|||||||||||||||
Cash and cash equivalents | 704 | 168 | ||||||||||||||
Loans and other borrowings current | (120 | ) | (126 | ) | ||||||||||||
non-current |
(2,129 | ) | (1,893 | ) | ||||||||||||
Derivatives hedging debt values (note 22) | 15 | | ||||||||||||||
Net debt | (1,530 | ) | (1,851 | ) | ||||||||||||
Movement in net debt | ||||||||||||||||
Net increase/(decrease) in cash and cash equivalents, net of overdrafts | 563 | (75 | ) | |||||||||||||
Add back cash flows in respect of other components of net debt: | ||||||||||||||||
Issue of long-term bonds, including effect of currency swaps |
(554 | ) | | |||||||||||||
Decrease/(increase) in other borrowings |
268 | (153 | ) | |||||||||||||
Decrease/(increase) in net debt arising from cash flows | 277 | (228 | ) | |||||||||||||
Non-cash movements: | ||||||||||||||||
Finance lease obligations |
(4 | ) | (4 | ) | ||||||||||||
(Increase)/decrease in accrued interest |
(3 | ) | 1 | |||||||||||||
Exchange and other adjustments |
51 | (114 | ) | |||||||||||||
Decrease/(increase) in net debt | 321 | (345 | ) | |||||||||||||
Net debt at beginning of the year | (1,851 | ) | (1,506 | ) | ||||||||||||
Net debt at end of the year | (1,530 | ) | (1,851 | ) |
Information concerning Non-GAAP measures can be found in the Strategic Report on page 36. | ||
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 143 |
Group Financial Statements
Notes to the Group Financial Statements continued
22. Financial risk management and derivatives
Overview
The Group is exposed to financial risks that arise in relation to underlying business activities. These risks include: foreign exchange risk, interest rate risk, liquidity risk, credit risk and capital risk. There are Board approved policies in place to manage these risks. Treasury activities to manage these risks may include money market investments, repurchase agreements, spot and forward foreign exchange instruments, currency swaps, interest rate swaps and forward rate agreements.
Market risk
Foreign exchange risk
The US dollar is the predominant currency of the Groups revenue and cash flows. Movements in foreign exchange rates can affect the Groups reported profit, net liabilities and its interest cover. The most significant exposures of the Group are in currencies that are freely convertible. The Groups reported debt has an exposure to borrowings held in pounds sterling and euros.
Foreign exchange hedging
The Group uses short-dated foreign exchange swaps to manage sterling surplus cash and reduce US dollar borrowings whilst maintaining operational flexibility. At 31 December 2018, the Group held short-dated foreign exchange swaps with principals of $100m (2017: $30m).
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 31 December 2018 or 31 December 2017.
At 31 December 2018, the Group held currency swaps with a principal of £436m. These swaps were transacted at the same time as the 500m 2.125% bonds were issued in November 2018 in order to swap the bonds proceeds and interest flows into sterling. Under the terms of the swaps, £436m was borrowed and 500m deposited for eight and a half years at a fixed exchange rate of £1 = 1.15. The fair value of the currency swap comprises two components: $15m gain relating to exchange movements on the underlying principal and $8m loss relating to other fair value movements. The fair value movement has been recorded in the cash flow hedging reserve and there was no material hedge ineffectiveness. The element relating to the underlying principal is disclosed as a component of net debt (see note 21).
These derivative financial instruments are recorded in the Group statement of financial position at their fair values (see note 23) as follows:
2018 $m |
2017 $m |
|||||||||
Currency swapsa | 7 | | ||||||||
Forward foreign exchange contractsb | 1 | | ||||||||
8 | | |||||||||
Analysed as: | ||||||||||
Non-current assets | 7 | | ||||||||
Current assets | 1 | | ||||||||
8 | |
a | Designated as a cash flow hedge. |
b | Designated as net investment hedges. |
Hedge of net investment in foreign operations
Wherever possible, the Group matches the currency of its debt (either directly or via derivatives) to the currency of its net assets, whilst maximising the amount of US dollars borrowed to reflect the predominant trading currency. However US dollars are only borrowed to the extent that hedge accounting can be achieved.
The Group designates certain 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. The interest on these financial instruments is taken through financial income or expense.
The maximum amount of foreign exchange derivatives held during the year as net investment hedges and measured at calendar quarter ends were short-dated foreign exchange swaps with principals of $100m (2017: $160m).
Hedge effectiveness is measured at calendar quarter ends. No ineffectiveness arose in respect of the Groups net investment hedges during the current or prior year.
Cash flow hedging
The currency swaps are designated as hedging instruments in cash flow hedges of the exposure to foreign exchange risk on the 500m 2.125% bonds. The change in value of the hedged item used as the basis for recognising hedge ineffectiveness for the period was $9m. Amounts recognised in the cash flow hedging reserve are analysed in note 27.
Interest rate risk
The Group is exposed to interest rate risk in relation to its fixed and floating rate borrowings. The Groups policy requires a minimum of 50% fixed rate debt over the next 12 months. With the exception of overdrafts, 100% of borrowings were fixed rate debt at 31 December 2018 (2017: 86%).
Interest rate hedging
If required, the Group uses interest rate swaps to manage the exposure. The Group designates interest rate swaps as cash flow hedges. No interest rate swaps were used to manage interest rate exposure during 2018, 2017 or 2016.
144 | IHG | Annual Report and Form 20-F 2018 |
22. Financial risk management and derivatives continued
Interest and foreign exchange risk sensitivities
The following table shows the impact of a general strengthening in the US dollar against sterling and euro on the Groups profit before tax and net liabilities, and the impact of a rise in US dollar, euro and sterling interest rates on the Groups profit before tax.
The impact of the strengthening in the euro against sterling on net liabilities is also shown, as this impacts the fair value of the currency swaps.
2018 $m |
2017 $m |
2016 $m |
||||||||||||||||||
Increase/(decrease) in profit before tax | ||||||||||||||||||||
Sterling: US dollar exchange rate | 5¢ fall | 4.1 | 4.0 | 5.2 | ||||||||||||||||
Euro: US dollar exchange rate | 5¢ fall | (2.4 | ) | (2.1 | ) | (2.2 | ) | |||||||||||||
US dollar interest rates | 1% increase | (0.9 | ) | (2.9 | ) | (1.8 | ) | |||||||||||||
Sterling interest rates | 1% increase | 5.5 | 0.3 | 1.3 | ||||||||||||||||
Decrease/(increase) in net liabilities | ||||||||||||||||||||
Sterling: US dollar exchange rate | 5¢ fall | 25.8 | 44.1 | 47.2 | ||||||||||||||||
Euro: US dollar exchange rate | 5¢ fall | 23.1 | (4.1 | ) | (5.5 | ) | ||||||||||||||
Sterling: euro exchange rate | 5¢ fall | 31.9 | | |
The impact of a weakening in the US dollar or a fall in interest rates would be the reverse of the above values.
Interest rate sensitivities are calculated based on the year-end net debt position.
Liquidity risk
The Group policy ensures sufficient liquidity is maintained to meet all foreseeable medium-term cash requirements and provide headroom against unforeseen obligations.
Cash and cash equivalents is held in short-term deposits, repurchase agreements, and cash funds which allow daily withdrawals of cash. Most of the Groups funds are held in the UK or US, although $2m (2017: $3m) is held in countries where repatriation is restricted as a result of foreign exchange regulations.
Medium and long-term borrowing requirements are met through committed bank facilities and bonds as detailed in note 20. Short-term borrowing requirements may be met from drawings under uncommitted overdrafts and facilities.
The Syndicated and Bilateral Facilities contain two financial covenants: interest cover and net debt divided by operating profit before exceptional items, depreciation and amortisation and System Fund revenues and expenses. The Group has been in compliance with all of the financial covenants in its loan documents throughout the year and expects to continue to have significant headroom for the foreseeable future.
The following are the undiscounted contractual cash flows of financial liabilities, including interest payments. The payment profile of contingent consideration has been based on managements forecasts and could in reality be different from expectations.
Less than $m |
Between 1 and 2 years $m |
Between 2 and 5 years $m |
More than $m |
Total $m |
||||||||||||||||||
31 December 2018 | ||||||||||||||||||||||
Non-derivative financial liabilities: | ||||||||||||||||||||||
Deferred and contingent consideration |
7 | 8 | 37 | 262 | 314 | |||||||||||||||||
Bank overdrafts |
104 | | | | 104 | |||||||||||||||||
£400m 3.875% bonds 2022 |
20 | 20 | 550 | | 590 | |||||||||||||||||
£300m 3.75% bonds 2025 |
14 | 14 | 43 | 412 | 483 | |||||||||||||||||
£350m 2.125% bonds 2026 |
10 | 10 | 28 | 475 | 523 | |||||||||||||||||
500m 2.125% bonds 2027 |
6 | 12 | 37 | 621 | 676 | |||||||||||||||||
Finance lease obligations |
16 | 16 | 56 | 3,212 | 3,300 | |||||||||||||||||
Trade and other payables |
611 | 5 | 9 | 20 | 645 | |||||||||||||||||
Derivative financial liabilities: | ||||||||||||||||||||||
Forward foreign exchange contracts |
(1 | ) | | | | (1 | ) | |||||||||||||||
Currency swaps hedging 500m 2.125% bonds 2027 outflows |
20 | 20 | 58 | 625 | 723 | |||||||||||||||||
Currency swaps hedging 500m 2.125% bonds 2027 inflows |
(6 | ) | (12 | ) | (37 | ) | (621 | ) | (676 | ) | ||||||||||||
Less than 1 year $m |
Between 1 and 2 years $m |
Between 2 and 5 years $m |
More than 5 years $m |
Total $m |
||||||||||||||||||
31 December 2017 | ||||||||||||||||||||||
Non-derivative financial liabilities: | ||||||||||||||||||||||
Bank overdrafts |
110 | | | | 110 | |||||||||||||||||
Unsecured bank loans |
264 | | | | 264 | |||||||||||||||||
£400m 3.875% bonds 2022 |
21 | 21 | 601 | | 643 | |||||||||||||||||
£300m 3.75% bonds 2025 |
15 | 15 | 46 | 445 | 521 | |||||||||||||||||
£350m 2.125% bonds 2026 |
10 | 10 | 30 | 510 | 560 | |||||||||||||||||
Finance lease obligations |
16 | 16 | 51 | 3,234 | 3,317 | |||||||||||||||||
Trade and other payables |
597 | 5 | 11 | 20 | 633 |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 145 |
Group Financial Statements
Notes to the Group Financial Statements continued
22. Financial risk management continued
Credit risk
Credit risk on treasury transactions is minimised by operating a policy on the investment of surplus cash that generally restricts counterparties to those with a BBB credit rating or better or those providing adequate security. The Group uses long-term credit ratings from Standard and Poors, Moodys and Fitch Ratings as a basis for setting its counterparty limits.
Short-term deposits
The table below analyses the Groups short-term deposits at 31 December 2018 by counterparty credit rating:
AAA | AA- | A | Total | |||||||||||||||||
Short-term deposits | 76 | 70 | 88 | 234 |
Repurchase agreements
The Group invests in repurchase agreements, which are fully collateralised investments, with a maturity of three months or less. The Group accepts only government or supranational bonds where the lowest credit rating is AA- or better as collateral. In the event of default, ownership of these securities would revert to the Group. The securities held as collateral are to protect against default by the counterparty. The table below contains information about the collateral held as security at 31 December 2018:
Collateral by type | 2018 | |||||
Government bonds | 60 | |||||
Supranational bonds | 208 | |||||
268 | ||||||
Collateral by credit rating | 2018 | |||||
AAA | 207 | |||||
AA | 34 | |||||
AA- | 27 | |||||
268 |
In order to manage the Groups credit risk exposure, the treasury function sets counterparty exposure limits using metrics including credit ratings, the relative placing of credit default swap pricings, tier 1 capital and share price volatility of the relevant counterparty.
The Group trades only with recognised, creditworthy third parties. It is the Groups 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 Groups exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments.
The carrying amount of financial assets represents the maximum exposure to credit risk.
Note | 2018 $m |
2017 $m |
||||||||||||||||||
Cash and cash equivalents | 17 | 704 | 168 | |||||||||||||||||
Derivative financial instruments | 22 | 8 | | |||||||||||||||||
Financial assets measured at amortised cost: | ||||||||||||||||||||
Other financial assets |
15 | 145 | 117 | |||||||||||||||||
Trade and other receivables, excluding prepayments |
16 | 502 | 477 | |||||||||||||||||
1,359 | 762 |
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 totalling $445m at 31 December 2018 (2017: $543m restated). 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 IHGs managed and franchised business model is that it is highly cash 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 Groups debt is monitored on the basis of a cash flow leverage ratio, being net debt divided by EBITDA, with the objective of maintaining an investment grade credit rating.
146 | IHG | Annual Report and Form 20-F 2018 |
23. Fair value measurement
Fair values
The following table compares carrying amounts and fair values of the Groups financial assets and liabilities:
2018 | 2017 | |||||||||||||||||||||||||||||
Note |
Carrying value $m |
Fair value $m |
Carrying $m |
Fair value $m |
||||||||||||||||||||||||||
Financial assets | ||||||||||||||||||||||||||||||
Financial assets measured at fair value: | ||||||||||||||||||||||||||||||
Equity securities |
15 | 116 | 116 | 127 | 127 | |||||||||||||||||||||||||
Derivatives |
22 | 8 | 8 | | | |||||||||||||||||||||||||
124 | 124 | 127 | 127 | |||||||||||||||||||||||||||
Financial assets measured at amortised cost: | ||||||||||||||||||||||||||||||
Cash and cash equivalents |
17 | 704 | 704 | 168 | 168 | |||||||||||||||||||||||||
Loans and other receivables: |
||||||||||||||||||||||||||||||
Other financial assets |
15 | 145 | 145 | 117 | 117 | |||||||||||||||||||||||||
Trade and other receivables, excluding prepayments |
16 | 502 | 502 | 477 | 477 | |||||||||||||||||||||||||
1,351 | 1,351 | 762 | 762 | |||||||||||||||||||||||||||
1,475 | 1,475 | 889 | 889 | |||||||||||||||||||||||||||
Financial liabilities | ||||||||||||||||||||||||||||||
Financial liabilities measured at fair value: | ||||||||||||||||||||||||||||||
Deferred and contingent purchase consideration |
18 | (131 | ) | (131 | ) | | | |||||||||||||||||||||||
Financial liabilities measured at amortised cost: | ||||||||||||||||||||||||||||||
£400m 3.875% bonds 2022 | 20 | (509 | ) | (543 | ) | (538 | ) | (593 | ) | |||||||||||||||||||||
£300m 3.75% bonds 2025 | 20 | (385 | ) | (399 | ) | (406 | ) | (441 | ) | |||||||||||||||||||||
£350m 2.125% bonds 2026 | 20 | (447 | ) | (417 | ) | (472 | ) | (454 | ) | |||||||||||||||||||||
500m 2.125% bonds 2027 | 20 | (569 | ) | (566 | ) | | | |||||||||||||||||||||||
Finance lease obligations |
20 | (235 | ) | (313 | ) | (231 | ) | (318 | ) | |||||||||||||||||||||
Unsecured bank loans |
20 | | | (262 | ) | (262 | ) | |||||||||||||||||||||||
Bank overdrafts |
20 | (104 | ) | (104 | ) | (110 | ) | (110 | ) | |||||||||||||||||||||
Trade and other payables |
18 | (645 | ) | (645 | ) | (633 | ) | (633 | ) | |||||||||||||||||||||
Provisions |
19 | (27 | ) | (27 | ) | (8 | ) | (8 | ) | |||||||||||||||||||||
(2,921 | ) | (3,014 | ) | (2,660 | ) | (2,819 | ) | |||||||||||||||||||||||
(3,052 | ) | (3,145 | ) | (2,660 | ) | (2,819 | ) |
There are no other assets or liabilities measured at fair value on a recurring or non-recurring basis, or for which fair value is disclosed, other than as described in note 14.
The fair value of cash and cash equivalents and bank overdrafts approximates book value due to the short maturity of the investments and deposits, and the fair value of other financial assets approximates book value based on prevailing market rates. The fair value of the unsecured bank loans approximates book value as interest rates reset to market rates on a frequent basis. The fair value of trade and other receivables, trade and other payables and current provisions approximates to their carrying value.
Fair value hierarchy
The following table provides the fair value measurement hierarchy of the above assets and liabilities, other than those with carrying amounts which are reasonable approximations of their fair values:
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 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.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 147 |
Group Financial Statements
Notes to the Group Financial Statements continued
23. Fair value measurement continued
2018 | 2017 | |||||||||||||||||||||||||||||||||||||
Level 1 $m |
Level 2 $m |
Level 3 $m |
Total $m |
Level 1 $m |
Level 2 $m |
Level 3 $m |
Total $m |
|||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||||||||
Equity securities measured at fair value: | ||||||||||||||||||||||||||||||||||||||
Quoted equity shares |
8 | | | 8 | 10 | | | 10 | ||||||||||||||||||||||||||||||
Unquoted equity shares |
| | 108 | 108 | | | 117 | 117 | ||||||||||||||||||||||||||||||
Derivatives | | 8 | | 8 | | | | | ||||||||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||||||||
Deferred and contingent purchase consideration | | | (131 | ) | (131 | ) | | | | | ||||||||||||||||||||||||||||
£400m 3.875% bonds 2022 | (543 | ) | | | (543 | ) | (593 | ) | | | (593 | ) | ||||||||||||||||||||||||||
£300m 3.75% bonds 2025 | (399 | ) | | | (399 | ) | (441 | ) | | | (441 | ) | ||||||||||||||||||||||||||
£350m 2.125% bonds 2026 | (417 | ) | | | (417 | ) | (454 | ) | | | (454 | ) | ||||||||||||||||||||||||||
500m 2.125% bonds 2027 | (566 | ) | | | (566 | ) | | | | | ||||||||||||||||||||||||||||
Finance lease obligations | | (313 | ) | | (313 | ) | | (318 | ) | | (318 | ) |
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 fair value of quoted equity shares and the bonds is based on their quoted market price.
Derivatives are fair valued using discounted future cash flows, taking into consideration exchange rates prevailing on the last day of the reporting period and interest rates from observable swap curves. Currency swaps are measured at the present value of future cash flows estimated and discounted back based on quoted forward exchange rates and the applicable yield curves derived from quoted interest rates. Adjustments for credit risk use observable credit default swap spreads.
Finance lease obligations relate primarily to the lease of InterContinental Boston, which is fair valued by discounting the future cash flows payable under the loan, which are fixed, at a risk adjusted long-term interest rate. The interest rate used to discount the cash flows at 31 December 2018 was 7.1% (2017: 6.9%).
Unquoted equity shares are fair valued using the International Private Equity and Venture Capital Valuation Guidelines either by applying an average price-earnings (P/E) ratio for a competitor group to the earnings generated by the investment or by reference to share of net assets if the investment is currently loss-making or a recent property valuation is available. The average P/E ratio for the year was 19.9 (2017: 30.7) and a non-marketability factor of 30% (2017: 30%) is applied. A 10% increase in the average P/E ratio would result in a $2m increase (2017: $2m) in the fair value of the investments and a 10% decrease in the average P/E ratio would result in a $2m decrease (2017: $2m) in the fair value of the investments. A 10% increase in net assets would result in a $8m increase (2017: $7m) in the fair value of the investments and a 10% decrease in net assets would result in a $8m decrease (2017: $7m) in the fair value of the investments.
Deferred and contingent purchase consideration are fair valued using the present value of the expected future payments, discounted using a risk adjusted discount rate. A 10% decrease in the discount rate would result in a $8m increase in the fair value of the consideration payable.
The following table reconciles the movements in the fair values of financial instruments classified as Level 3 during the year:
Equity securities $m |
Deferred and contingent purchase $m |
|||||||||||
At 1 January 2017 | 142 | | ||||||||||
Additions | 2 | | ||||||||||
Disposals | (3 | ) | | |||||||||
Valuation gains recognised in other comprehensive income | 48 | | ||||||||||
Valuation gains reclassified to the income statement on disposal | (73 | ) | | |||||||||
Exchange and other adjustments | 1 | | ||||||||||
At 31 December 2017 | 117 | | ||||||||||
Additions | 4 | | ||||||||||
Acquisition of businesses (note 11) | | 131 | ||||||||||
Disposals | (1 | ) | | |||||||||
Valuation losses recognised in other comprehensive income | (10 | ) | | |||||||||
Contingent consideration paid | | (4 | ) | |||||||||
Change in fair value recorded in finance costs | | 5 | ||||||||||
Exchange and other adjustments | (2 | ) | (1 | ) | ||||||||
At 31 December 2018 | 108 | 131 |
Other than in relation to cash pooling arrangements (see note 17), there are no financial instruments subject to enforceable master netting arrangements and other similar agreements that are not offset in the Group statement of financial position.
148 | IHG | Annual Report and Form 20-F 2018 |
24. Reconciliation of profit for the year to cash flow from operations before contract acquisition costs
For the year ended 31 December 2018 | Note | 2018 $m |
2017 Restated $m |
2016 Restated $m |
||||||||||||||||||||||
Profit for the year | 352 | 541 | 459 | |||||||||||||||||||||||
Adjustments for: | ||||||||||||||||||||||||||
Net financial expenses |
81 | 72 | 80 | |||||||||||||||||||||||
Income tax charge |
8 | 133 | 115 | 173 | ||||||||||||||||||||||
Depreciation and amortisation |
80 | 78 | 75 | |||||||||||||||||||||||
System Fund depreciation and amortisation |
45 | 36 | 31 | |||||||||||||||||||||||
Impairment |
6 | | 18 | 16 | ||||||||||||||||||||||
Other exceptional items (including System Fund) |
6 | 151 | (13 | ) | 13 | |||||||||||||||||||||
Equity-settled share-based cost |
26 | 38 | 27 | 23 | ||||||||||||||||||||||
Dividends from associates and joint ventures |
14 | 5 | 4 | 5 | ||||||||||||||||||||||
Increase in trade and other receivables |
(44 | ) | (71 | ) | (27 | ) | ||||||||||||||||||||
Increase in contract costs |
(3 | ) | (5 | ) | (4 | ) | ||||||||||||||||||||
Increase in deferred revenue |
141 | 43 | 109 | |||||||||||||||||||||||
Increase in other trade and other payables |
7 | 35 | 39 | |||||||||||||||||||||||
Utilisation of provisions, net of charge (2016: net of insurance recovery) |
19 | (6 | ) | | (4 | ) | ||||||||||||||||||||
Retirement benefit contributions, net of costs |
(12 | ) | (1 | ) | (32 | ) | ||||||||||||||||||||
Cash flows relating to exceptional items |
(137 | ) | (44 | ) | (19 | ) | ||||||||||||||||||||
Contract assets deduction in revenue |
19 | 17 | 13 | |||||||||||||||||||||||
Other items |
4 | (3 | ) | | ||||||||||||||||||||||
Total adjustments | 502 | 308 | 491 | |||||||||||||||||||||||
Cash flow from operations before contract acquisition costs | 854 | 849 | 950 |
25. Retirement benefits
UK
Since 6 August 2014, UK retirement and death in service benefits are provided for eligible employees by the IHG UK Defined Contribution Pension Plan. Members, including those who have been auto-enrolled since 1 September 2013, are provided with defined contribution arrangements under this plan; benefits are based on each individual members personal account. The plan is HM Revenue and Customs registered and governed by an independent trustee, assisted by professional advisers as and when required. The overall operation of the plan is subject to the oversight of The Pensions Regulator.
The former defined benefit plan, the InterContinental Hotels UK Pension Plan, was wound up on 21 July 2015 following the completion of the buy-out and transfer of the defined benefit obligations to Rothesay Life on 31 October 2014.
Residual defined benefit obligations remain in respect of additional benefits provided to members of an unfunded pension arrangement who were affected by lifetime or annual allowances under the former defined benefit arrangements. Accrual under this arrangement ceased with effect from 1 July 2013 and a cash-out offer in 2014 resulted in the extinguishment of approximately 70% of the unfunded pension obligations. The Company meets the benefit payment obligations of the remaining members as they fall due. A charge over certain ring-fenced bank accounts totalling £31m at 31 December 2018 (see note 15) is currently held as security on behalf of the remaining members.
US
During the year, the Group completed a termination of the US funded Inter-Continental Hotels Pension Plan (the Plan), which involved certain qualifying members receiving lump-sum cash-out payments of $20m with the remaining pension obligations subject to a buy-out by Banner Life Insurance Company (Banner), a subsidiary of Legal & General America, through the purchase of a group annuity contract for $124m. Banner assumed responsibility for the payment of the Plans pension obligations on 12 June 2018. A further amount of $6m was transferred to the Pension Benefit Guaranty Corporation in respect of members who it had not been possible to trace. The transactions were funded using the assets of the Plan and a final Company contribution of $12m, $1.5m of which was subsequently returned to the Company as a mistake-in-fact contribution refund.
The Group continues to maintain the unfunded Inter-Continental Hotels Non-qualified Pension Plans and unfunded Inter-Continental Hotels Corporation Postretirement Medical, Dental, Vision and Death Benefit Plan, both of which are defined benefit plans. Both plans are closed to new members. A Retirement Committee, comprising senior Company employees and assisted by professional advisors as and when required, has responsibility for oversight of the plans.
Other
The Group also operates a number of smaller pension schemes outside the UK, the most significant of which is a defined contribution scheme in the US; there is no material difference between the pension costs of, and contributions to, these schemes.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 149 |
Group Financial Statements
Notes to the Group Financial Statements continued
25. Retirement benefits continued
In respect of the defined benefit plans, the amounts recognised in the Group income statement, in administrative expenses, are:
Pension plans | US Post-employment |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
UK | US | benefits | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 $m |
2017 $m |
2016 $m |
2018 $m |
2017 $m |
2016 $m |
2018 $m |
2017 $m |
2016 $m |
2018 $m |
2017 $m |
2016 $m |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net interest expense | 1 | 1 | 1 | 2 | 2 | 2 | 1 | 1 | 1 | 4 | 4 | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Administration costs | | | | | 1 | 1 | | | | | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating profit before exceptional items | 1 | 1 | 1 | 2 | 3 | 3 | 1 | 1 | 1 | 4 | 5 | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exceptional items: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement loss including transaction costs |
| | | 15 | | | | | | 15 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1 | 1 | 1 | 17 | 3 | 3 | 1 | 1 | 1 | 19 | 5 | 5 |
The settlement loss arises from the termination of the Plan and comprises the difference between cash cost of the termination arrangements and the accounting value of the liabilities extinguished, together with related transaction costs.
Re-measurement gains and losses recognised in the Group statement of comprehensive income are:
2018 |
2017 |
2016 |
||||||||||||||||||||||||||||||||||||||||
Plan assets $m |
Plan obligations $m |
Total $m |
Plan assets $m |
Plan obligations $m |
Total $m |
Plan assets $m |
Plan obligations $m |
Total $m |
||||||||||||||||||||||||||||||||||
Return on plan assets (excluding amounts included in interest) | (8 | ) | | (8 | ) | 9 | | 9 | | | | |||||||||||||||||||||||||||||||
Actuarial gains and losses arising from changes in: | ||||||||||||||||||||||||||||||||||||||||||
Demographic assumptions |
| | | | 1 | 1 | | 6 | 6 | |||||||||||||||||||||||||||||||||
Financial assumptions |
| 14 | 14 | | (9 | ) | (9 | ) | | (11 | ) | (11 | ) | |||||||||||||||||||||||||||||
Experience adjustments |
| 3 | 3 | | (2 | ) | (2 | ) | | 1 | 1 | |||||||||||||||||||||||||||||||
Change in asset restriction (excluding amounts included in interest) | 3 | | 3 | (3 | ) | | (3 | ) | | | | |||||||||||||||||||||||||||||||
Other comprehensive income | (5 | ) | 17 | 12 | 6 | (10 | ) | (4 | ) | | (4 | ) | (4 | ) |
The assets and liabilities of the schemes and the amounts recognised in the Group statement of financial position are:
Pension plans | US Post-employment | |||||||||||||||||||||||||||||||||||||||||||||||
UK | US | benefits | Total | |||||||||||||||||||||||||||||||||||||||||||||
2018 $m |
2017 $m |
2018 $m |
2017 $m |
2018 $m |
2017 $m |
2018 $m |
2017 $m |
|||||||||||||||||||||||||||||||||||||||||
Retirement benefit assets | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of plan assets | | | | 152 | | | | 152 | ||||||||||||||||||||||||||||||||||||||||
Present value of benefit obligations | | | | (146 | ) | | | | (146 | ) | ||||||||||||||||||||||||||||||||||||||
Surplus in schemes | | | | 6 | | | | 6 | ||||||||||||||||||||||||||||||||||||||||
Asset restriction | | | | (3 | ) | | | | (3 | ) | ||||||||||||||||||||||||||||||||||||||
Total retirement benefit assets | | | | 3 | | | | 3 | ||||||||||||||||||||||||||||||||||||||||
Retirement benefit obligations | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of plan assets | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
Present value of benefit obligations | (24 | ) | (29 | ) | (45 | ) | (51 | ) | (22 | ) | (24 | ) | (91 | ) | (104 | ) | ||||||||||||||||||||||||||||||||
Total retirement benefit obligations | (24 | ) | (29 | ) | (45 | ) | (51 | ) | (22 | ) | (24 | ) | (91 | ) | (104 | ) | ||||||||||||||||||||||||||||||||
Total fair value of plan assets | | | | 152 | | | | 152 | ||||||||||||||||||||||||||||||||||||||||
Total present value of benefit obligations | (24 | ) | (29 | ) | (45 | ) | (197 | ) | (22 | ) | (24 | ) | (91 | ) | (250 | ) |
150 | IHG | Annual Report and Form 20-F 2018 |
25. Retirement benefits continued
Assumptions
The principal financial assumptions used by the actuaries to determine the benefit obligations are:
Pension plans | US Post-employment | |||||||||||||||||||||||||||||||||||||||||||||||||||||
UK | US | benefits | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 % |
2017 % |
2016 % |
2018 % |
2017 % |
2016 % |
2018 % |
2017 % |
2016 % |
||||||||||||||||||||||||||||||||||||||||||||||
Pensions increases | 3.2 | 3.2 | 3.3 | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Discount rate | 3.0 | 2.6 | 2.7 | 3.9 | 3.3 | 3.7 | 4.0 | 3.3 | 3.8 | |||||||||||||||||||||||||||||||||||||||||||||
Inflation rate | 3.2 | 3.2 | 3.3 | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Healthcare cost trend rate assumed for next year: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pre-65 (ultimate rate reached in 2025) |
7.1 | 7.7 | 7.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Post-65 (ultimate rate reached in 2024) |
7.6 | 8.7 | 8.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ultimate rate that the cost trend rate trends to | 4.5 | 4.5 | 4.5 |
Mortality is the most significant demographic assumption. The current assumptions for the UK are based on the S2PA light year of birth tables with projected mortality improvements using the CMI_2017 model and a 1.25% per annum long-term trend with age rated down by 0.7 and 2.3 years for pensioners and 0.5 and 2.6 years for non-pensioners, male and female respectively. In the US, the current assumptions are based on the RP-2014 Employee/Healthy Annuitant Generationally Projected with Scale MP-2018 mortality tables.
In both the UK and US, the assumptions have been revised during the year to reflect life expectancy at retirement age as follows:
Pension plans | ||||||||||||||||||||||||||||||||||||||
UK | US | |||||||||||||||||||||||||||||||||||||
2018 Years |
2017 Years |
2016 Years |
2018 Years |
2017 Years |
2016 Years |
|||||||||||||||||||||||||||||||||
Current pensioners at 65a | male | 24 | 24 | 24 | 21 | 21 | 21 | |||||||||||||||||||||||||||||||
female | 26 | 26 | 26 | 23 | 23 | 23 | ||||||||||||||||||||||||||||||||
Future pensioners at 65b | male | 25 | 25 | 25 | 22 | 22 | 22 | |||||||||||||||||||||||||||||||
female | 28 | 28 | 28 | 24 | 24 | 24 |
a | Relates to assumptions based on longevity (in years) following retirement at the end of the reporting period. |
b | Relates to assumptions based on longevity (in years) relating to an employee retiring in 2038. |
The assumptions allow for expected increases in longevity.
Sensitivities
Changes in assumptions used for determining retirement benefit costs and obligations may have an impact on the income statement and the statement of financial position. The key assumptions are the pensions increases, discount rate, the rate of inflation and the assumed mortality rate. The sensitivity analysis below is based on extrapolating reasonable changes in these assumptions, using year-end conditions and assuming no interdependency between the assumptions:
UK | US | |||||||||||||||||||||||||||
Higher/ $m |
Increase/ (decrease) in liabilities $m |
Higher/ $m |
Increase/ (decrease) in liabilities $m |
|||||||||||||||||||||||||
Pensions increases | 0.25% decrease | | (1.0 | ) | | | ||||||||||||||||||||||
0.25% increase | 0.1 | 1.0 | | | ||||||||||||||||||||||||
Discount rate | 0.25% decrease | | 1.0 | (0.1 | ) | 1.6 | ||||||||||||||||||||||
0.25% increase | 0.1 | (1.0 | ) | 0.1 | (1.5 | ) | ||||||||||||||||||||||
Inflation rate | 0.25% increase | 0.1 | 1.0 | | | |||||||||||||||||||||||
0.25% decrease | | (1.0 | ) | | | |||||||||||||||||||||||
Mortality rate | One year increase | 0.1 | 0.6 | 0.1 | 3.3 |
A one percentage point increase in assumed healthcare costs trend rate would increase the accumulated post-employment benefit obligations as at 31 December 2018 by $1.7m (2017: $1.9m, 2016: $1.9m) and a one percentage point decrease would decrease the obligations by $1.6m (2017: $1.8m, 2016: $1.7m).
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 151 |
Group Financial Statements
Notes to the Group Financial Statements continued
25. Retirement benefits continued
Movement in benefit obligation
Pension plans | US Post-employment | |||||||||||||||||||||||||||||||||||||||||||||||
UK | US | benefits | Total | |||||||||||||||||||||||||||||||||||||||||||||
2018 $m |
2017 $m |
2018 $m |
2017 $m |
2018 $m |
2017 $m |
2018 $m |
2017 $m |
|||||||||||||||||||||||||||||||||||||||||
Benefit obligation at 1 January | 29 | 27 | 197 | 195 | 24 | 22 | 250 | 244 | ||||||||||||||||||||||||||||||||||||||||
Interest expense | 1 | 1 | 4 | 7 | 1 | 1 | 6 | 9 | ||||||||||||||||||||||||||||||||||||||||
Benefits paid | (1 | ) | (1 | ) | (9 | ) | (13 | ) | (1 | ) | (1 | ) | (11 | ) | (15 | ) | ||||||||||||||||||||||||||||||||
Settlement payments | | | (150 | ) | | | | (150 | ) | | ||||||||||||||||||||||||||||||||||||||
Settlement loss | | | 14 | | | | 14 | | ||||||||||||||||||||||||||||||||||||||||
Re-measurement (gains)/losses | (4 | ) | | (11 | ) | 8 | (2 | ) | 2 | (17 | ) | 10 | ||||||||||||||||||||||||||||||||||||
Exchange adjustments | (1 | ) | 2 | | | | | (1 | ) | 2 | ||||||||||||||||||||||||||||||||||||||
Benefit obligation at 31 December | 24 | 29 | 45 | 197 | 22 | 24 | 91 | 250 | ||||||||||||||||||||||||||||||||||||||||
Comprising: | ||||||||||||||||||||||||||||||||||||||||||||||||
Funded plans |
| | | 146 | | | | 146 | ||||||||||||||||||||||||||||||||||||||||
Unfunded plans |
24 | 29 | 45 | 51 | 22 | 24 | 91 | 104 | ||||||||||||||||||||||||||||||||||||||||
24 | 29 | 45 | 197 | 22 | 24 | 91 | 250 |
Movement in plan assets
Pension plans | US Post-employment | |||||||||||||||||||||||||||||||||||||||||||||||
UK | US | benefits | Total | |||||||||||||||||||||||||||||||||||||||||||||
2018 $m |
2017 $m |
2018 $m |
2017 $m |
2018 $m |
2017 $m |
2018 $m |
2017 $m |
|||||||||||||||||||||||||||||||||||||||||
Fair value of plan assets at 1 January | | | 152 | 148 | | | 152 | 148 | ||||||||||||||||||||||||||||||||||||||||
Company contributions | 1 | 1 | 14 | 4 | 1 | 1 | 16 | 6 | ||||||||||||||||||||||||||||||||||||||||
Benefits paid | (1 | ) | (1 | ) | (9 | ) | (13 | ) | (1 | ) | (1 | ) | (11 | ) | (15 | ) | ||||||||||||||||||||||||||||||||
Settlement payments | | | (150 | ) | | | | (150 | ) | | ||||||||||||||||||||||||||||||||||||||
Interest income | | | 2 | 5 | | | 2 | 5 | ||||||||||||||||||||||||||||||||||||||||
Re-measurement (losses)/gains | | | (8 | ) | 9 | | | (8 | ) | 9 | ||||||||||||||||||||||||||||||||||||||
Settlement transaction costs | | | (1 | ) | (1 | ) | | | (1 | ) | (1 | ) | ||||||||||||||||||||||||||||||||||||
Fair value of plan assets at 31 December | | | | 152 | | | | 152 |
Company payments are expected to be $6m in 2019.
The plan assets are measured at fair value and comprise the following:
US | ||||||||||||
2018 $m |
2017 $m |
|||||||||||
Investments quoted in active markets | ||||||||||||
Investment funds: fixed income securities | | 150 | ||||||||||
Unquoted investments | ||||||||||||
Cash | | 2 | ||||||||||
| 152 |
Pension plans | US Post-employment | |||||||||||||||||||||||||||||||||||||||||||||||
UK | US | benefits | Total | |||||||||||||||||||||||||||||||||||||||||||||
2018 $m |
2017 $m |
2018 $m |
2017 $m |
2018 $m |
2017 $m |
2018 $m |
2017 $m |
|||||||||||||||||||||||||||||||||||||||||
Movement in asset restriction | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance at 1 January | | | 3 | | | | 3 | | ||||||||||||||||||||||||||||||||||||||||
Re-measurement (losses)/gains | | | (3 | ) | 3 | | | (3 | ) | 3 | ||||||||||||||||||||||||||||||||||||||
Balance at 31 December | | | | 3 | | | | 3 |
152 | IHG | Annual Report and Form 20-F 2018 |
25. Retirement benefits continued
Estimated future benefit payments
Pension plans | US Post-employment | |||||||||||||||||||||||||||||||||||||||||||||||
UK | US | benefits | Total | |||||||||||||||||||||||||||||||||||||||||||||
2018 $m |
2017 $m |
2018 $m |
2017 $m |
2018 $m |
2017 $m |
2018 $m |
2017 $m |
|||||||||||||||||||||||||||||||||||||||||
Within one year | | | 4 | 14 | 1 | 1 | 5 | 15 | ||||||||||||||||||||||||||||||||||||||||
Between one and five years | 3 | 3 | 14 | 53 | 6 | 6 | 23 | 62 | ||||||||||||||||||||||||||||||||||||||||
More than five years | 16 | 17 | 15 | 62 | 7 | 7 | 38 | 86 | ||||||||||||||||||||||||||||||||||||||||
19 | 20 | 33 | 129 | 14 | 14 | 66 | 163 | |||||||||||||||||||||||||||||||||||||||||
Average duration of obligation (years) | 19.5 | 20.5 | 9.2 | 10.3 | 9.6 | 10.4 |
The reduction in future benefit payments arises from the termination of the Plan.
26. Share-based payments
Annual Performance Plan
Under the IHG Annual Performance Plan (APP), eligible employees (including Executive Directors) can receive all or part of their bonus in the form of deferred shares and/or receive one-off awards of shares. Deferred shares are released on the third anniversary of the award date. Under the terms of awards that are referred to in this note, a fixed percentage of the award is made in the form of shares. Awards under the APP are conditional on the participants remaining in the employment of a participating company or leaving for a qualifying reason as per the plan rules. The award of deferred shares under the APP is at the discretion of the Remuneration Committee.
The number of shares is calculated by dividing a specific percentage of the participants annual performance-related award 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 APP during the year and conditional rights over 175,944 (2017: 234,918, 2016: 335,775) shares were awarded to participants. In 2018 this number included 48,771 (2017: 79,471, 2016: 103,071) shares awarded as part of recruitment terms or for one-off individual awards.
New plan rules for the APP were approved by shareholders at the AGM on 2 May 2014, and apply to awards made in respect of the 2015 and subsequent financial years. The new plan rules contain substantially the same terms as the superseded plan rules.
Long Term Incentive Plan
The Long Term Incentive Plan (LTIP) allows Executive Directors and eligible employees to receive conditional share awards, which normally have a vesting period of three years.
Performance-related awards: Awards to the Executive Directors, and some awards to other eligible employees, are granted subject to the achievement of performance conditions set by the Remuneration Committee, which are normally measured over the vesting period.
Restricted stock units: Awards to eligible employees are granted subject to continued employment.
Awards are normally made annually and, except in exceptional circumstances, will not exceed three times salary for eligible employees. The plan provides for the grant of nil cost options to participants as an alternative to conditional share awards. During the year, conditional rights over 784,119 (2017: 805,045, 2016: 1,355,721) shares were awarded to employees under the plan, comprising 257,240 (2017: 280,458, 2016: 888,518) performance-related awards and 526,879 (2017: 524,587, 2016: 467,203) restricted stock units.
New plan rules for the LTIP were approved by shareholders at the AGM on 2 May 2014, and apply to awards made in respect of the 2015-17 and subsequent LTIP cycles. The new plan rules contain substantially the same terms as the superseded plan rules.
More detailed information on the performance measures for awards to Executive Directors is shown in the Directors Remuneration Report on pages 72 to 85. |
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 153 |
Group Financial Statements
Notes to the Group Financial Statements continued
26. Share-based payments continued
The Group recognised a cost of $27m (2017: $21m, 2016: $17m) in operating profit and $1m (2017: $2m, 2016: $nil) within exceptional administrative expenses related to equity-settled share-based payment transactions during the year, net of amounts borne by the System Fund. An additional $11m (2017: $6m, 2016: $6m) has been charged to the System Fund.
No aggregate consideration was received in respect of ordinary shares issued under option schemes during 2018, 2017 or 2016.
The Group uses separate option pricing models and assumptions depending on the plan. The following table sets out information about awards granted in 2018, 2017 and 2016:
APP | LTIP | |||||||||||||||||||||||||||||||||||
Binomial valuation model | Monte Carlo Simulation and Binomial valuation model |
|||||||||||||||||||||||||||||||||||
2018 | 2017 | 2016 | 2018 | 2017 | 2016 | |||||||||||||||||||||||||||||||
Weighted average share price | 4,645.0p | 3,781.0p | 2,725.0p | 4,774.0p | 4,300.0p | 2,846.0p | ||||||||||||||||||||||||||||||
Expected dividend yield | n/a | n/a | n/a | 2.27% | 2.05% | 2.55% | ||||||||||||||||||||||||||||||
Risk-free interest rate | 0.84% | 0.10% | 0.36% | |||||||||||||||||||||||||||||||||
Volatilitya | 25% | 24% | 24% | |||||||||||||||||||||||||||||||||
Term (years) | 3.0 | 3.0 | 3.0 | 3.0 | 3.0 | 3.0 |
a | The expected volatility was determined by calculating the historical volatility of the Companys share price corresponding to the expected life of the share award. |
Movements in the awards outstanding under the schemes are as follows:
APP | LTIP | |||||||||||||||||
Number of shares thousands |
Performance-related Number of shares |
Restricted stock units Number of shares thousands |
||||||||||||||||
Outstanding at 1 January 2016 | 689 | 5,275 | | |||||||||||||||
Granted | 336 | 889 | 467 | |||||||||||||||
Vested | (229 | ) | (915 | ) | | |||||||||||||
Share capital consolidation | (104 | ) | | | ||||||||||||||
Lapsed or cancelled | (7 | ) | (1,048 | ) | (18 | ) | ||||||||||||
Outstanding at 31 December 2016 | 685 | 4,201 | 449 | |||||||||||||||
Granted | 235 | 280 | 525 | |||||||||||||||
Vested | (263 | ) | (928 | ) | | |||||||||||||
Share capital consolidation | (21 | ) | | | ||||||||||||||
Lapsed or cancelled | (20 | ) | (1,160 | ) | (58 | ) | ||||||||||||
Outstanding at 31 December 2017 | 616 | 2,393 | 916 | |||||||||||||||
Granted | 176 | 257 | 527 | |||||||||||||||
Vested | (199 | ) | (702 | ) | | |||||||||||||
Lapsed or cancelled | (2 | ) | (860 | ) | (142 | ) | ||||||||||||
Outstanding at 31 December 2018 | 591 | 1,088 | 1,301 | |||||||||||||||
Fair value of awards granted during the year (cents) | ||||||||||||||||||
2018 | 6,066.2 | 4,748.7 | 5,966.0 | |||||||||||||||
2017 | 4,959.3 | 4,133.2 | 5,251.0 | |||||||||||||||
2016 | 3,671.9 | 1,768.0 | 3,624.5 | |||||||||||||||
Weighted average remaining contract life (years) | ||||||||||||||||||
At 31 December 2018 | 1.0 | 0.8 | 1.2 | |||||||||||||||
At 31 December 2017 | 1.2 | 0.6 | 1.7 | |||||||||||||||
At 31 December 2016 | 1.2 | 0.9 | 2.2 |
The above awards do not vest until the performance and service conditions have been met.
The weighted average share price at the date of exercise for share awards vested during the year was 4,583.8p (2017: 3,804.7p). The closing share price on 31 December 2018 was 4,237.0p and the range during the year was 3,948.0p to 4,966.0p per share.
154 | IHG | Annual Report and Form 20-F 2018 |
27. Equity
Equity share capital
Number of shares |
Nominal value $m |
Share premium $m |
Equity share capital $m |
|||||||||||||||
Allotted, called up and fully paid | ||||||||||||||||||
At 1 January 2016 (ordinary shares of 15265/329 p each) | 248 | 58 | 111 | 169 | ||||||||||||||
Share capital consolidation | (42 | ) | | | | |||||||||||||
Exchange adjustments | | (10 | ) | (18 | ) | (28 | ) | |||||||||||
At 31 December 2016 (ordinary shares of 18318/329 p each) | 206 | 48 | 93 | 141 | ||||||||||||||
Share capital consolidation | (9 | ) | | | | |||||||||||||
Exchange adjustments | | 5 | 8 | 13 | ||||||||||||||
At 31 December 2017 (ordinary shares of 1917/21 p each) | 197 | 53 | 101 | 154 | ||||||||||||||
Exchange adjustments | | (3 | ) | (5 | ) | (8 | ) | |||||||||||
At 31 December 2018 (ordinary shares of 1917/21 p each) | 197 | 50 | 96 | 146 |
The authority given to the Company at the AGM held on 4 May 2018 to purchase its own shares was still valid at 31 December 2018. A resolution to renew the authority will be put to shareholders at the AGM on 3 May 2019.
The Company no longer has an authorised share capital.
On 23 February 2016, the Group announced a $1.5bn return of funds to shareholders by way of a special dividend and share consolidation. On 6 May 2016, shareholders approved the share consolidation on the basis of 5 new ordinary shares of 18 318/329 p per share for every 6 existing ordinary shares of 15265 /329p, which became effective on 9 May 2016. The special dividend was paid to shareholders on 23 May 2016. The dividend and share consolidation had the same economic effect as a share repurchase at fair value, therefore previously reported earnings per share has not been restated.
On 21 February 2017, the Group announced a $400m return of funds to shareholders by way of a special dividend and share consolidation. On 5 May 2017, shareholders approved the share consolidation on the basis of 45 new ordinary shares of 19 17/21p per share for every 47 existing ordinary shares of 18318/329p, which became effective on 8 May 2017. The special dividend was paid to shareholders on 22 May 2017. The dividend and share consolidation had the same economic effect as a share repurchase at fair value, therefore previously reported earnings per share has not been restated.
In October 2018, the Board proposed a $500m return of funds to shareholders by way of a special dividend of $2.621 per ordinary share, together with a share consolidation. On 11 January 2019, shareholders approved the share consolidation and payment of the special dividend. The dividend of $510m was paid on 29 January 2019. The dividend and share consolidation had the same economic effect as a share repurchase at fair value, therefore reported earnings per share has not been restated.
At 31 December 2018, the balance classified as equity share capital includes the total net proceeds (both nominal value and share premium) on issue of the Companys equity share capital, comprising 19 17/21p shares. The share premium reserve represents the amount of proceeds received for shares in excess of their nominal value.
The nature and purpose of the other reserves shown in the Group statement of changes in equity on pages 98 to 100 of the Group Financial Statements is as follows:
Capital redemption reserve
This reserve maintains the nominal value of the equity share capital of the Company when shares are repurchased or cancelled.
Shares held by employee share trusts
Comprises $3.6m (2017: $5.4m, 2016: $10.5m) in respect of 0.2m (2017: 0.2m, 2016: 0.3m) InterContinental Hotels Group PLC ordinary shares held by employee share trusts, with a market value at 31 December 2018 of $8.3m (2017: $12.1m, 2016: $15.0m).
Other reserves
Comprises the merger and revaluation reserves previously recognised under UK GAAP, together with the reserve arising as a consequence of the Groups capital reorganisation in June 2005. Following the change in presentational currency to the US dollar in 2008, this reserve also includes exchange differences arising on retranslation to period-end exchange rates of equity share capital, the capital redemption reserve and shares held by employee share trusts.
Fair value reserve
This reserve records movements in the value of financial assets measured at fair value. This reserve was previously called the unrealised gains and losses reserve. The change in name reflects that gains and losses will no longer be reflected in the income statement following adoption of IFRS 9.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 155 |
Group Financial Statements
Notes to the Group Financial Statements continued
27. Equity continued
Cash flow hedging reserve
The cash flow hedging reserve is analysed as follows:
Cash flow hedging reserve | ||||||||||||||||||
Value of currency swaps $m |
Costs of hedging $m |
Total $m |
||||||||||||||||
At 1 January 2018 | | | | |||||||||||||||
Costs of hedging deferred and recognised in other comprehensive income | | (1 | ) | (1 | ) | |||||||||||||
Change in fair value of currency swaps recognised in other comprehensive income | 4 | | 4 | |||||||||||||||
Reclassified from other comprehensive income to profit or loss included in financial expenses | (8 | ) | | (8 | ) | |||||||||||||
Deferred tax | 1 | | 1 | |||||||||||||||
At 31 December 2018 | (3 | ) | (1 | ) | (4 | ) |
The value of currency swaps comprises the effective portion of the cumulative net change in the fair value of hedging instruments used in cash flow hedges pending subsequent recognition in profit or loss.
The costs of hedging reflects the gain or loss on the portion excluded from the designated hedging instrument that relates to the value of the foreign currency basis spread of currency swaps. It is initally recognised in other comprehensive income and accounted for similarly to changes in value of currency swaps.
Amounts reclassified from other comprehensive income to financial expenses comprise $1m net interest payable on the currency swaps and an exchange gain of $9m which has been offset with a corresponding loss on the 500m 2.125% bonds.
Currency translation reserve
This reserve records the movement in exchange differences arising from the translation 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 31 December 2018 was $1m net asset (2017: $nil, 2016: $3m net liability).
Treasury shares
During 2018, 0.8m (2017: 0.9m, 2016: 0.9m) treasury shares were transferred to the employee share trusts. As a result of the 2017 share consolidation, the number of shares held in treasury reduced by 0.4m during 2017 (2016: reduced by 1.7m during 2016 as a result of the 2016 share consolidation). At 31 December 2018, 6.8m shares (2017: 7.6m, 2016: 8.9m) with a nominal value of $1.7m (2017: $2.0m, 2016: $2.1m) were held as treasury shares at cost and deducted from retained earnings.
Non-controlling interest
A non-controlling interest is equity in a subsidiary of the Group not attributable, directly or indirectly, to the Group. Non-controlling interests are not material to the Group.
28. Operating leases
During the year ended 31 December 2018, $101m (2017: $86m, 2016: $84m) was recognised as an expense in the Group income statement in respect of operating leases, net of amounts borne directly by the System Fund. An additional $5m (2017: $6m, 2016: $7m) has been charged to the System Fund. The expense, recorded in the Group income statement, includes contingent rents of $51m (2017: $32m, 2016: $32m). $2m (2017: $2m, 2016: $2m) was recognised as income from sub-leases.
Future minimum lease payments under non-cancellable operating leases are as follows:
2018 $m |
2017 $m |
|||||||||||
Due within one year | 56 | 56 | ||||||||||
One to two years | 54 | 46 | ||||||||||
Two to three years | 67 | 45 | ||||||||||
Three to four years | 35 | 60 | ||||||||||
Four to five years | 31 | 30 | ||||||||||
More than five years | 266 | 297 | ||||||||||
509 | 534 |
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 15 years (2017: 15 years). No material restrictions or guarantees exist in the Groups lease obligations.
The leases acquired with the UK portfolio acquisition (see note 11) include variable payments where rentals are linked to the performance of the hotels by way of reductions in rentals in the event that lower than target cash flows are generated by the hotels. In the event that rent reductions are not applicable, the Groups exposure to this type of rental payment is £48m per annum over the remaining lease term of 25 years. Additional rentals, which are uncapped, are also payable calculated as a percentage of the profit earned by the hotels.
Total future minimum rentals expected to be received under non-cancellable sub-leases are $3m (2017: $4m).
156 | IHG | Annual Report and Form 20-F 2018 |
29. Capital and other commitments
2018 $m |
2017 $m |
|||||||||||
Contracts placed for expenditure not provided for in the Financial Statements: | ||||||||||||
Property, plant and equipmenta |
46 | 18 | ||||||||||
Intangible assets |
7 | 27 | ||||||||||
Key money |
83 | 59 | ||||||||||
136 | 104 |
a | Includes a commitment to spend $33m on the acquired UK portfolio (see note 11) within two and a half years of the acquisition date. |
A loan facility of $5m (2017: $5m) has also been made available to a hotel owner; this was undrawn at 31 December 2018.
There were no commitments to invest in associates at 31 December 2018 (2017: $33m).
30. Contingencies and guarantees
Security incidents
In 2016, the Group was notified of (a) a security incident at a number of Kimpton hotels that resulted in unauthorised access to guest payment card data, and (b) security incidents at a number of IHG branded hotels including the installation of malware on servers that processed payment cards used at restaurants and bars of 12 IHG managed properties, together the Security Incidents. A provision of $5m was made at 31 December 2016 (see note 19), to cover the estimated cost of reimbursing the impacted card networks for counterfeit fraud losses and related expenses. During the year, the Group has reached agreement with the card networks on the assessments payable, $3m in total, the vast majority of which have been settled under the Groups insurance programmes, with the balance expected to be similarly recovered. As a consequence, a provision is no longer required at 31 December 2018.
The Group may also be exposed to investigations regarding compliance with applicable State and Federal data security standards, and legal action from individuals and organisations impacted by the Security Incidents. Due to the general nature of the regulatory enquiries received and class action filings to date, other than mentioned below, it is not practicable to make a reliable estimate of the possible financial effects of any such claims on the Group at this time. These contingent liabilities are potentially recoverable under the Groups insurance programmes, although specific agreement will need to be reached with the relevant insurance providers at the time any claim is made.
To date, four lawsuits have been filed against IHG entities relating to the Security Incidents. One of these has been withdrawn and a preliminary settlement, expected to be not more than $2m, has been agreed in respect of another lawsuit, although this is expected to be recovered from insurance.
Tax
Tax related developments during 2018 have confirmed that the Group no longer considers itself at risk of exposure to the outcome of the EUs State Aid investigation into the UKs Controlled Foreign Company rules.
Other
In limited cases, the Group may provide performance guarantees to third-party hotel owners to secure management contracts. At 31 December 2018, the amount included within trade and other payables in the Financial Statements was $3m (2017: $6m) and the maximum unprovided exposure under such guarantees was $42m (2017: $31m).
At 31 December 2018, the Group had outstanding letters of credit of $29m (2017: $35m) mainly relating to self insurance programmes.
The Group may guarantee bank loans made to facilitate third-party ownership of hotels under IHG management or franchise contracts. At 31 December 2018, there were guarantees of $43m in place (2017: $54m).
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 the claims listed under Legal proceedings on page 192. 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, it is not possible to quantify any loss to which these proceedings or claims under these warranties may give rise, however, as at the date of reporting, the Group does not believe that the outcome of these matters will have a material effect on the Groups financial position.
At 31 December 2018, the Group had no other contingent liabilities (2017: $nil).
31. Related party disclosures
2018 $m |
2017 $m |
2016 $m |
||||||||||||||||
Total compensation of key management personnel | ||||||||||||||||||
Short-term employment benefits | 18.2 | 21.3 | 19.2 | |||||||||||||||
Contributions to defined contribution pension plans | 0.5 | 0.6 | 0.8 | |||||||||||||||
Equity compensation benefits | 13.0 | 10.2 | 7.4 | |||||||||||||||
Termination benefits | | 1.9 | | |||||||||||||||
31.7 | 34.0 | 27.4 |
There were no other transactions with key management personnel during the years ended 31 December 2018, 2017 or 2016.
Key management personnel comprises the Board and Executive Committee.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 157 |
Group Financial Statements
Notes to the Group Financial Statements continued
31. Related party disclosures continued
Related party disclosures for associates and joint ventures are as follows:
Associates | Joint ventures | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 $m |
2017 $m |
2016 $m |
2018 $m |
2017 $m |
2016 $m |
2018 $m |
2017 $m |
2016 $m |
||||||||||||||||||||||||||||||||||||||||||||||
Revenue from associates and joint ventures | 9 | 8 | 5 | 1 | 1 | 1 | 10 | 9 | 6 | |||||||||||||||||||||||||||||||||||||||||||||
Loans to associates | | | 9 | | | | | | 9 | |||||||||||||||||||||||||||||||||||||||||||||
Other amounts owed by associates and joint ventures | 1 | 2 | 1 | | | | 1 | 2 | 1 | |||||||||||||||||||||||||||||||||||||||||||||
Amounts owed to associates and joint ventures | 2 | | | | | | 2 | | |
In addition, loans both to and from the Barclay associate of $237m (2017: $237m) are offset in accordance with the provisions of IAS 32 and presented net in the Group statement of financial position. Interest payable and receivable under the loans is equivalent (average interest rate of 2.7% in 2018 (2017: 2.0%)) and presented net in the Group income statement.
32. System Fund
System Fund revenues comprise:
2017 | 2016 | |||||||||||||||||
|
2018 $m |
|
|
Restateda $m |
|
|
Restateda $m |
| ||||||||||
Assessment fees and contributions received from hotels | 979 | 934 | 887 | |||||||||||||||
Loyalty programme revenuesb | 254 | 308 | 312 | |||||||||||||||
1,233 | 1,242 | 1,199 | ||||||||||||||||
System Fund expenses include: | ||||||||||||||||||
2018 $m |
2017 $m |
2016 $m |
||||||||||||||||
Marketingc | 427 | 405 | 415 | |||||||||||||||
Payroll costs (note 4) | 347 | 339 | 311 | |||||||||||||||
Depreciation and amortisation | 45 | 36 | 31 |
a | Restated for IFRS 15 (see pages 109 to 113). |
b | Loyalty programme revenue is shown net of the cost of point redemptions. |
c | Restated to reflect a wider definition of marketing costs. |
33. Events after the reporting period
On 12 February 2019, the Group completed the acquisition of Six Senses Hotels Resorts Spas (Six Senses), for $300m paid in cash. Six Senses is a leading operator of top tier luxury hotels, resorts and spas with a world-renowned reputation for wellness and sustainability. Six Senses will sit at the top of IHGs luxury portfolio.
The assets and liabilities acquired largely comprise intangible assets, being the Six Senses brands, management contracts and goodwill. Due to the close proximity of the acquisition date to the date of these financial statements, the initial accounting for the business combination is incomplete and the Group is unable to provide a quantification of the fair values of the assets and liabilities acquired. The Group will include a provisional acquisition balance sheet with its interim results for 2019.
158 | IHG | Annual Report and Form 20-F 2018 |
34. Group companies
In accordance with Section 409 of the Companies Act 2006, a full list of entities in which the Group has an interest of greater than or equal to 20%, the registered office and effective percentage of equity owned as at 31 December 2018 are disclosed below. Unless otherwise stated the share capital disclosed comprises ordinary shares which are indirectly held by InterContinental Hotels Group PLC.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 159 |
Group Financial Statements
Notes to the Group Financial Statements continued
34. Group companies continued
Fully owned subsidiaries continued
160 | IHG | Annual Report and Form 20-F 2018 |
34. Group companies continued
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes | 161 |
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162 | IHG | Annual Report and Form 20-F 2018 |
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IHG | Annual Report and Form 20-F 2018 | Parent Company Financial Statements | Notes | 163 |
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164 | IHG | Annual Report and Form 20-F 2018 |
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IHG | Annual Report and Form 20-F 2018 | Parent Company Financial Statements | Notes | 165 |
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166 | IHG | Annual Report and Form 20-F 2018 |
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IHG | Annual Report and Form 20-F 2018 | Parent Company Financial Statements | Notes | 167 |
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168 | IHG | Annual Report and Form 20-F 2018 |
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IHG | Annual Report and Form 20-F 2018 | Parent Company Financial Statements | Notes | 169 |
IHG | Annual Report and Form 20-F 2018 | Additional Information | 171 |
Additional Information
In addition to performance measures directly observable in the Group Financial Statements (IFRS measures), additional measures (described as Non-GAAP) are presented that are used internally by management as key measures to assess performance. Non-GAAP measures are either not defined under IFRS or are adjusted IFRS figures.
Further explanation in relation to these measures can be found on page 36.
Underlying revenue and underlying operating profit Non-GAAP reconciliations
The following tables:
| Reconcile the GAAP measures included in the Group Financial Statements to Group underlying revenue and underlying operating profit; |
| Show underlying revenue and underlying operating profit on both an actual and constant currency basisa; |
| Reconcile segmental underlying revenue and underlying operating profit to Group underlying revenue and operating profit; and |
| Show underlying Group fee revenue and Group fee margin on both an actual and constant currency basisa. |
a | IHGs method for calculating the constant currency amounts of entities reporting in currencies other than US dollars is to translate the current period results into US dollars using the prior periods exchange rate. For example, if a UK entity generated revenue of £100m in 2018 and 2017, the Group Financial Statements would report revenue of $133m in 2018 and $128m in 2017, using the respective average exchange rates for the year of $1=£0.75 and $1=£0.78. For constant currency reporting, 2018 revenue would be translated at $1=£0.78 giving a US dollar value of $128m, thereby showing that underlying revenue was flat year-on-year. An exception to this approach is made for currencies experiencing high volatility in order to remove the distorting effect on underlying results where the average daily rate broadly keeps pace with inflation. In 2018 this exception has been applied to fees earned from hotels in Venezuela. |
Highlights for the year ended 31 December 2018
Revenue | Operating profit | |||||||||||||||||||||||||||||||||||||||||||||||
At actual exchange rates | 2018 $m |
2017 Restated $m |
Change $m |
Change % |
2018 $m |
2017 Restated $m |
Change $m |
Change % |
||||||||||||||||||||||||||||||||||||||||
Per Group income statement | 4,337 | 4,075 | 262 | 6.4 | 566 | 728 | (162 | ) | (22.3 | ) | ||||||||||||||||||||||||||||||||||||||
Significant liquidated damages |
|
(13 |
) |
| (13 | ) | | (13 | ) | | (13 | ) | | |||||||||||||||||||||||||||||||||||
Exceptional items | | | | | 104 | (4 | ) | 108 | 2,700.0 | |||||||||||||||||||||||||||||||||||||||
Acquisition of businesses | (85 | ) | | (85 | ) | | 1 | | 1 | | ||||||||||||||||||||||||||||||||||||||
System Fund | (1,233 | ) | (1,242 | ) | 9 | 0.7 | 146 | 34 | 112 | 329.4 | ||||||||||||||||||||||||||||||||||||||
Reimbursement of costs | (1,171 | ) | (1,103 | ) | (68 | ) | (6.2 | ) | | | | | ||||||||||||||||||||||||||||||||||||
Underlying at actual exchange rates | 1,835 | 1,730 | 105 | 6.1 | 804 | 758 | 46 | 6.1 | ||||||||||||||||||||||||||||||||||||||||
At actual exchange rates | At constant currency | |||||||||||||||||||||||||||||||||||||||||||||||
2018 $m |
2017 Restated $m |
Change $m |
Change % |
2018 $m |
2017 Restated $m |
Change $m |
Change % |
|||||||||||||||||||||||||||||||||||||||||
Underlying revenue | ||||||||||||||||||||||||||||||||||||||||||||||||
Americas | 1,051 | 999 | 52 | 5.2 | 1,053 | 999 | 54 | 5.4 | ||||||||||||||||||||||||||||||||||||||||
EMEAA | 478 | 457 | 21 | 4.6 | 471 | 457 | 14 | 3.1 | ||||||||||||||||||||||||||||||||||||||||
Greater China | 136 | 117 | 19 | 16.2 | 135 | 117 | 18 | 15.4 | ||||||||||||||||||||||||||||||||||||||||
Central | 170 | 157 | 13 | 8.3 | 169 | 157 | 12 | 7.6 | ||||||||||||||||||||||||||||||||||||||||
Underlying Group revenue | 1,835 | 1,730 | 105 | 6.1 | 1,828 | 1,730 | 98 | 5.7 | ||||||||||||||||||||||||||||||||||||||||
Owned, leased and managed lease revenue included above | (363 | ) | (351 | ) | (12 | ) | (3.4 | ) | (359 | ) | (351 | ) | (8 | ) | (2.3 | ) | ||||||||||||||||||||||||||||||||
Underlying Group fee revenue | 1,472 | 1,379 | 93 | 6.7 | 1,469 | 1,379 | 90 | 6.5 | ||||||||||||||||||||||||||||||||||||||||
Underlying operating profit | ||||||||||||||||||||||||||||||||||||||||||||||||
Americas | 662 | 637 | 25 | 3.9 | 663 | 637 | 26 | 4.1 | ||||||||||||||||||||||||||||||||||||||||
EMEAA | 197 | 171 | 26 | 15.2 | 196 | 171 | 25 | 14.6 | ||||||||||||||||||||||||||||||||||||||||
Greater China | 62 | 52 | 10 | 19.2 | 62 | 52 | 10 | 19.2 | ||||||||||||||||||||||||||||||||||||||||
Central | (117 | ) | (102 | ) | (15 | ) | (14.7 | ) | (116 | ) | (102 | ) | (14 | ) | (13.7 | ) | ||||||||||||||||||||||||||||||||
Underlying Group operating profit | 804 | 758 | 46 | 6.1 | 805 | 758 | 47 | 6.2 | ||||||||||||||||||||||||||||||||||||||||
Owned, leased and managed lease operating profit included above | (33 | ) | (35 | ) | 2 | 5.7 | (34 | ) | (35 | ) | 1 | 2.9 | ||||||||||||||||||||||||||||||||||||
Underlying Group fee operating profit | 771 | 723 | 48 | 6.6 | 771 | 723 | 48 | 6.6 | ||||||||||||||||||||||||||||||||||||||||
Group fee margin | 52.4% | 52.4% | | 0.0ppts | 52.5% | 52.4% | | 0.1ppts |
172 | IHG | Annual Report and Form 20-F 2018 |
Highlights for the year ended 31 December 2017
Revenue | Operating profit | |||||||||||||||||||||||||||||||||||||||||||||||
At actual exchange rates |
2017 Restated $m |
2016 Restated $m |
Change $m |
Change % |
2017 Restated $m |
2016 Restated $m |
Change $m |
Change % |
||||||||||||||||||||||||||||||||||||||||
Per Group income statement | 4,075 | 3,912 | 163 | 4.2 | 728 | 712 | 16 | 2.2 | ||||||||||||||||||||||||||||||||||||||||
Exceptional items | | | | | (4 | ) | 29 | (33 | ) | (113.8 | ) | |||||||||||||||||||||||||||||||||||||
System Fund | (1,242 | ) | (1,199 | ) | (43 | ) | (3.6 | ) | 34 | (35 | ) | 69 | 197.1 | |||||||||||||||||||||||||||||||||||
Reimbursement of costs | (1,103 | ) | (1,046 | ) | (57 | ) | (5.4 | ) | | | | | ||||||||||||||||||||||||||||||||||||
Underlying at actual exchange rates | 1,730 | 1,667 | 63 | 3.8 | 758 | 706 | 52 | 7.4 | ||||||||||||||||||||||||||||||||||||||||
At actual exchange rates | At constant currency | |||||||||||||||||||||||||||||||||||||||||||||||
2017 Restated $m |
2016 Restated $m |
Change $m |
Change % |
2017 Restated $m |
2016 Restated $m |
Change $m |
Change % |
|||||||||||||||||||||||||||||||||||||||||
Underlying revenue | ||||||||||||||||||||||||||||||||||||||||||||||||
Americas | 999 | 969 | 30 | 3.1 | 1,004 | 969 | 35 | 3.6 | ||||||||||||||||||||||||||||||||||||||||
EMEAA | 457 | 439 | 18 | 4.1 | 460 | 439 | 21 | 4.8 | ||||||||||||||||||||||||||||||||||||||||
Greater China | 117 | 112 | 5 | 4.5 | 119 | 112 | 7 | 6.3 | ||||||||||||||||||||||||||||||||||||||||
Central | 157 | 147 | 10 | 6.8 | 158 | 147 | 11 | 7.5 | ||||||||||||||||||||||||||||||||||||||||
Underlying Group revenue | 1,730 | 1,667 | 63 | 3.8 | 1,741 | 1,667 | 74 | 4.4 | ||||||||||||||||||||||||||||||||||||||||
Owned, leased and managed lease revenue included above | (351 | ) | (338 | ) | (13 | ) | (3.8 | ) | (350 | ) | (338 | ) | (12 | ) | (3.6 | ) | ||||||||||||||||||||||||||||||||
Underlying Group fee revenue | 1,379 | 1,329 | 50 | 3.8 | 1,391 | 1,329 | 62 | 4.7 | ||||||||||||||||||||||||||||||||||||||||
Underlying operating profit | ||||||||||||||||||||||||||||||||||||||||||||||||
Americas | 637 | 626 | 11 | 1.8 | 642 | 626 | 16 | 2.6 | ||||||||||||||||||||||||||||||||||||||||
EMEAA | 171 | 157 | 14 | 8.9 | 173 | 157 | 16 | 10.2 | ||||||||||||||||||||||||||||||||||||||||
Greater China | 52 | 46 | 6 | 13.0 | 52 | 46 | 6 | 13.0 | ||||||||||||||||||||||||||||||||||||||||
Central | (102 | ) | (123 | ) | 21 | 17.1 | (105 | ) | (123 | ) | 18 | 14.6 | ||||||||||||||||||||||||||||||||||||
Underlying Group operating profit | 758 | 706 | 52 | 7.4 | 762 | 706 | 56 | 7.9 | ||||||||||||||||||||||||||||||||||||||||
Owned, leased and managed lease revenue included above | (35 | ) | (33 | ) | (2 | ) | (6.1 | ) | (35 | ) | (33 | ) | (2 | ) | (6.1 | ) | ||||||||||||||||||||||||||||||||
Underlying Group fee operating profit | 723 | 673 | 50 | 7.4 | 727 | 673 | 54 | 8.0 | ||||||||||||||||||||||||||||||||||||||||
Group fee margin | 52.4% | 50.6% | | 1.8ppts | 52.3% | 50.6% | | 1.7ppts |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Other financial information | 173 |
Additional Information
Other financial information continued
Underlying earnings per ordinary share reconciliation
The following table reconciles basic earnings per ordinary share to underlying earnings per ordinary share.
12 months ended 31 December |
||||||||||||
2018 $m |
2017 Restated $m |
|||||||||||
Basic earnings per ordinary share | ||||||||||||
Profit available for equity holders | 351 | 540 | ||||||||||
Basic weighted average number of ordinary shares (millions) | ` | 190 | 193 | |||||||||
Basic earnings per ordinary share (cents) | 184.7 | 279.8 | ||||||||||
Underlying earnings per ordinary share | ||||||||||||
Profit available for equity holders | 351 | 540 | ||||||||||
Adjusted for: | ||||||||||||
Significant liquidated damages |
(13 | ) | | |||||||||
Tax on significant liquidated damages |
3 | | ||||||||||
Acquisition of businesses |
1 | | ||||||||||
Interest relating to deferred and contingent purchase consideration on current year acquisitions |
5 | | ||||||||||
System Fund revenues and expenses |
146 | 34 | ||||||||||
Interest attributable to the System Fund |
(19 | ) | (13 | ) | ||||||||
Tax attributable to the System Fund |
| 3 | ||||||||||
Exceptional items before tax |
104 | (4 | ) | |||||||||
Tax on exceptional items |
(22 | ) | 2 | |||||||||
Exceptional tax |
(5 | ) | (90 | ) | ||||||||
Currency effect |
1 | | ||||||||||
Underlying profit available for equity holders | 552 | 472 | ||||||||||
Underlying earnings per ordinary share (cents) | 290.5 | 244.6 | ||||||||||
Net capital expenditure reconciliation The following table reconciles net cash from investing activities to net capital expenditure.
|
||||||||||||
12 months ended 31 December |
||||||||||||
2018 $m |
2017 Restated $m |
|||||||||||
Net cash from investing activities | (189 | ) | (206 | ) | ||||||||
Adjusted for: | ||||||||||||
Contract acquisition costs, net of repayments |
(54 | ) | (57 | ) | ||||||||
Tax paid on disposals |
2 | 25 | ||||||||||
System Fund depreciation and amortisation |
45 | 36 | ||||||||||
Acquisition of businesses, net of cash acquired |
38 | | ||||||||||
Net capital expenditure | (158 | ) | (202 | ) | ||||||||
Add back: | ||||||||||||
Disposal receipts |
(10 | ) | (104 | ) | ||||||||
Distributions from associates and joint ventures |
(32 | ) | | |||||||||
System Fund depreciation and amortisation |
(45 | ) | (36 | ) | ||||||||
Gross capital expenditure | (245 | ) | (342 | ) | ||||||||
Analysed as: | ||||||||||||
Capital expenditure: maintenance and key money |
(108 | ) | (115 | ) | ||||||||
Capital expenditure: recyclable investments |
(38 | ) | (85 | ) | ||||||||
Capital expenditure: System Fund investments |
(99 | ) | (142 | ) | ||||||||
Gross capital expenditure | (245 | ) | (342 | ) |
174 | IHG | Annual Report and Form 20-F 2018 |
Free cash flow reconciliation
The following table reconciles net cash from operating activities to free cash flow.
12 months ended 31 December | ||||||||||||||||||
2018 $m |
2017 Restated $m |
2016 Restated $m |
||||||||||||||||
Net cash from operating activities | 666 | 577 | 710 | |||||||||||||||
Adjusted for: | ||||||||||||||||||
Contract acquisition costs, net repayments |
54 | 57 | 42 | |||||||||||||||
Less: | ||||||||||||||||||
Purchase of shares by employee share trusts |
(3 | ) | (3 | ) | (10 | ) | ||||||||||||
Capital expenditure: maintenance and key money |
(108 | ) | (115 | ) | (96 | ) | ||||||||||||
Cash receipt from renegotiation of long-term partnership agreement |
| | (95 | ) | ||||||||||||||
Free cash flow | 609 | 516 | 551 | |||||||||||||||
Underlying interest reconciliation The following table reconciles net financial expenses to underlying interest. |
||||||||||||||||||
12 months ended 31 December |
||||||||||||||||||
2018 $m |
2017 Restated $m |
|||||||||||||||||
Net financial expenses |
|
|||||||||||||||||
Financial income |
|
5 | 4 | |||||||||||||||
Financial expenses |
|
(86 | ) | (76 | ) | |||||||||||||
(81 | ) | (72 | ) | |||||||||||||||
Adjusted for: |
|
|||||||||||||||||
Interest payable on balances with the System Fund |
|
(14 | ) | (7 | ) | |||||||||||||
Capitalised interest relating to System Fund assets |
|
(5 | ) | (6 | ) | |||||||||||||
Underlying interest |
|
(100 | ) | (85 | ) |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Other financial information | 175 |
Additional Information
Other financial information continued
Revenue per Available room (RevPAR), average daily rate and occupancy
RevPAR is the primary metric used by management to track hotel performance across regions and brands. RevPAR is also a commonly used performance measure in the hotel industry. RevPAR comprises IHG System rooms revenue divided by the number of room nights available and can be mathematically derived from occupancy rate multiplied by average daily rate (ADR). Occupancy rate is rooms occupied by hotel guests expressed as a percentage of rooms that are available. ADR is rooms revenue divided by the number of room nights sold.
References to RevPAR, occupancy and average daily rate are presented on a comparable basis comprising groupings of hotels that have traded in all months in both the current and prior year. The principal exclusions in deriving this measure are new hotels, hotels closed for major refurbishment and hotels sold in either of the two years. RevPAR and ADR are quoted at a constant US$ conversion rate, in order to allow a better understanding of the comparable year-on-year trading performance excluding distortions created by fluctuations in exchange rates.
The following tables present RevPAR statistics for the year ended 31 December 2018 and a comparison to 2017. Fee business and owned, leased and managed lease statistics are for comparable hotels, and include only those hotels in the Groups System at 31 December 2018 and franchised, managed, owned, leased or managed leased by the Group since 1 January 2017. The comparison with 2017 is at constant US$ exchange rates.
Fee business | Owned, leased and managed lease |
|||||||||||||||||||||||
2018 | Change vs 2017 |
2018 | Change vs 2017 |
|||||||||||||||||||||
Americas | ||||||||||||||||||||||||
InterContinental | ||||||||||||||||||||||||
Occupancy | 73.8% | | 80.1% | (3.9)ppt | ||||||||||||||||||||
Average daily rate | $208.07 | 4.6% | $282.86 | 6.0% | ||||||||||||||||||||
RevPAR | $153.66 | 4.6% | $226.48 | 1.1% | ||||||||||||||||||||
Kimpton | ||||||||||||||||||||||||
Occupancy | 79.9% | (0.2)ppt | | | ||||||||||||||||||||
Average daily rate | $240.59 | 1.5% | | | ||||||||||||||||||||
RevPAR | $192.16 | 1.2% | | | ||||||||||||||||||||
Crowne Plaza | ||||||||||||||||||||||||
Occupancy | 68.2% | (1.0)ppt | | | ||||||||||||||||||||
Average daily rate | $127.32 | 1.7% | | | ||||||||||||||||||||
RevPAR | $86.86 | 0.3% | | | ||||||||||||||||||||
Hotel Indigo | ||||||||||||||||||||||||
Occupancy | 74.3% | 2.2ppt | | | ||||||||||||||||||||
Average daily rate | $158.71 | 1.5% | | | ||||||||||||||||||||
RevPAR | $117.91 | 4.7% | | | ||||||||||||||||||||
EVEN Hotels | ||||||||||||||||||||||||
Occupancy | 83.8% | 8.6ppt | 72.1% | 1.2ppt | ||||||||||||||||||||
Average daily rate | $203.70 | (1.7)% | $156.04 | 3.9% | ||||||||||||||||||||
RevPAR | $170.66 | 9.5% | $112.58 | 5.6% | ||||||||||||||||||||
Holiday Inn | ||||||||||||||||||||||||
Occupancy | 66.5% | (0.1)ppt | 82.4% | 2.3ppt | ||||||||||||||||||||
Average daily rate | $113.99 | 2.0% | $173.78 | 8.4% | ||||||||||||||||||||
RevPAR | $75.79 | 1.8% | $143.19 | 11.5% | ||||||||||||||||||||
Holiday Inn Express | ||||||||||||||||||||||||
Occupancy | 69.0% | 0.4ppt | | | ||||||||||||||||||||
Average daily rate | $114.33 | 1.0% | | | ||||||||||||||||||||
RevPAR | $78.83 | 1.6% | | | ||||||||||||||||||||
Staybridge Suites | ||||||||||||||||||||||||
Occupancy | 77.4% | 1.1ppt | | | ||||||||||||||||||||
Average daily rate | $120.31 | 1.9% | | | ||||||||||||||||||||
RevPAR | $93.16 | 3.3% | | | ||||||||||||||||||||
Candlewood Suites | ||||||||||||||||||||||||
Occupancy | 73.9% | 0.2ppt | | | ||||||||||||||||||||
Average daily rate | $85.54 | 1.5% | | | ||||||||||||||||||||
RevPAR | $63.24 | 1.7% | | |
176 | IHG | Annual Report and Form 20-F 2018 |
RevPAR, average daily rate and occupancy continued
Fee business |
Owned, leased and managed lease |
|||||||||||||||||||||||
2018 | Change vs 2017 |
2018 | Change vs 2017 |
|||||||||||||||||||||
EMEAA | ||||||||||||||||||||||||
InterContinental | ||||||||||||||||||||||||
Occupancy | 73.3% | 0.7ppt | 67.2% | 1.4ppt | ||||||||||||||||||||
Average daily rate | $214.04 | 1.6% | $212.94 | (3.6)% | ||||||||||||||||||||
RevPAR | $156.98 | 2.6% | $143.15 | (1.6)% | ||||||||||||||||||||
Crowne Plaza | ||||||||||||||||||||||||
Occupancy | 73.0% | 0.3ppt | | | ||||||||||||||||||||
Average daily rate | $127.83 | 3.0% | | | ||||||||||||||||||||
RevPAR | $93.35 | 3.4% | | | ||||||||||||||||||||
Hotel Indigo | ||||||||||||||||||||||||
Occupancy | 80.7% | 2.1ppt | | | ||||||||||||||||||||
Average daily rate | $152.38 | 2.0% | | | ||||||||||||||||||||
RevPAR | $122.93 | 4.7% | | | ||||||||||||||||||||
Holiday Inn | ||||||||||||||||||||||||
Occupancy | 73.9% | 0.8ppt | 95.4% | (1.7)ppt | ||||||||||||||||||||
Average daily rate | $105.03 | 1.9% | $141.57 | 8.8% | ||||||||||||||||||||
RevPAR | $77.63 | 3.0% | $135.02 | 6.9% | ||||||||||||||||||||
Holiday Inn Express | ||||||||||||||||||||||||
Occupancy | 77.6% | 0.7ppt | | | ||||||||||||||||||||
Average daily rate | $92.42 | 1.0% | | | ||||||||||||||||||||
RevPAR | $71.75 | 2.0% | | | ||||||||||||||||||||
Staybridge Suites | ||||||||||||||||||||||||
Occupancy | 77.4% | (0.6)ppt | | | ||||||||||||||||||||
Average daily rate | $127.62 | 2.0% | | | ||||||||||||||||||||
RevPAR | $98.75 | 1.1% | | | ||||||||||||||||||||
Greater China | ||||||||||||||||||||||||
InterContinental | ||||||||||||||||||||||||
Occupancy | 66.1% | 2.9ppt | | | ||||||||||||||||||||
Average daily rate | $135.75 | 1.6% | | | ||||||||||||||||||||
RevPAR | $89.79 | 6.2% | | | ||||||||||||||||||||
HUALUXE | ||||||||||||||||||||||||
Occupancy | 60.3% | 9.3ppt | | | ||||||||||||||||||||
Average daily rate | $77.16 | 2.7% | | | ||||||||||||||||||||
RevPAR | $46.50 | 21.5% | | | ||||||||||||||||||||
Crowne Plaza | ||||||||||||||||||||||||
Occupancy | 64.1% | 2.8ppt | | | ||||||||||||||||||||
Average daily rate | $85.13 | 3.4% | | | ||||||||||||||||||||
RevPAR | $54.60 | 8.2% | | | ||||||||||||||||||||
Hotel Indigo | ||||||||||||||||||||||||
Occupancy | 73.9% | 4.8ppt | | | ||||||||||||||||||||
Average daily rate | $176.26 | 2.2% | | | ||||||||||||||||||||
RevPAR | $130.17 | 9.3% | | | ||||||||||||||||||||
Holiday Inn | ||||||||||||||||||||||||
Occupancy | 69.5% | 1.4ppt | | | ||||||||||||||||||||
Average daily rate | $75.01 | 2.8% | | | ||||||||||||||||||||
RevPAR | $52.17 | 4.8% | | | ||||||||||||||||||||
Holiday Inn Express | ||||||||||||||||||||||||
Occupancy | 68.2% | 0.6ppt | | | ||||||||||||||||||||
Average daily rate | $53.42 | 5.9% | | | ||||||||||||||||||||
RevPAR | $36.43 | 6.9% | | |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Other financial information | 177 |
Additional Information
Dividends
In 2018, the Company announced a $500 million return of funds to shareholders via special dividend and share consolidation on the basis of 19 ordinary shares of 20340⁄399 pence for share for every 20 ordinary shares of 1917⁄21 pence each (effective as of 14 January 2019).
Dividend | Ordinary shares | ADRs | ||||||||||
Interim dividend | ||||||||||||
An interim dividend was paid on 5 October 2018 to shareholders on the register at the close of business on 31 August 2018 | 27.7p | 36.3¢ | ||||||||||
Final dividend | ||||||||||||
Subject to shareholder approval, payable on 14 May 2019 to shareholders on the register at the close of business on 29 March 2019 | N/Aa | 78.1¢ | ||||||||||
Special dividend | ||||||||||||
A special dividend was paid on 29 January 2019 to shareholders on the register at the close of business on 11 January 2019 | 203.8p | 262.1¢ |
a | The sterling amount of the final dividend will be announced on 26 April 2019 using the average of the daily exchange rates from 23 April 2019 to 25 April 2019 inclusive. |
Major institutional shareholders
As at 18 February 2019, the Company had been notified of the following significant holdings in its ordinary shares under the UK Disclosure Guidance and Transparency Rules (DTRs):
As at 18 February 2019 | As at 19 February 2018 | As at 20 February 2017 | ||||||||||||||||||||||||||||||||||
Ordinary | Ordinary | Ordinary | ||||||||||||||||||||||||||||||||||
Shareholder | shares/ADSs | a | % | a | shares/ADSs | a | % | a | shares/ADSs | a | % | a | ||||||||||||||||||||||||
BlackRock, Inc. | 10,165,234 | b | 5.60 | 11,280,241 | 5.92 | 10,930,440 | 5.53 | |||||||||||||||||||||||||||||
Boron Investments B.V. | 11,450,000 | 6.01 | 11,850,000 | 5.02 | 11,850,000 | 5.02 | ||||||||||||||||||||||||||||||
Cedar Rock Capital Limited | 14,923,417 | 5.07 | 14,923,417 | 5.07 | 14,923,417 | 5.07 | ||||||||||||||||||||||||||||||
Fiera Capital Corporation | 9,662,767 | 5.07 | 7,707,008 | 4.06 | n/a | n/a | ||||||||||||||||||||||||||||||
Fundsmith LLP | 10,222,246 | 5.18 | 10,222,246 | 5.18 | 10,222,246 | 5.18 | ||||||||||||||||||||||||||||||
The Capital Group Companies, Inc. | 9,670,450 | 5.09 | 9,670,450 | 5.09 | 9,864,894 | 4.99 | ||||||||||||||||||||||||||||||
FMR LLC | 10,593,666 | c | 5.84 | n/a | n/a | n/a | n/a |
a | The number of shares and percentage of voting rights was determined at the time of the relevant disclosures made in accordance with Rule 5 of the DTRs and doesnt necessarily reflect the impact of any share consolidation or any changes in shareholding subsequent to the date of notification that are not required to be notified to us under the DTRs. |
b | Total shown includes 1,079,442 qualifying financial instruments to which voting rights are attached. |
c | Total shown includes 311,085 qualifying financial instruments to which voting rights are attached. |
178 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Directors Report | 179 |
Additional Information
Directors Report continued
Greenhouse gas (GHG) emissions
By delivering more environmentally sustainable hotels, we can drive cost efficiencies for owners and meet the expectations of all our stakeholders. We recognise the importance of reducing our global GHG emissions for corporate offices and hotels our target is to reduce our carbon footprint per occupied room by 6-7% across our entire estate by 31 December 2020 (against a 2020 baseline). See page 35 for progress.
Reporting boundary | Measure | 2018ª | 2017a | |||||||||||||||
|
|
|
|
|
|
|||||||||||||
Global corporate offices and franchised, managed, owned, leased and managed lease hotelsb (a KPI and part of our five-year targets) | Scope 1 Direct emissions (tCO2e) | 448,690.74 | 443, 548.52 | |||||||||||||||
|
|
|
|
|
||||||||||||||
Scope 2 Indirect emissions (tCO2e) | 1,979,416.52 | 1,896,581.18 | ||||||||||||||||
|
|
|
|
|
||||||||||||||
Scope 3 Indirect (tCO2e) | 2,635,736.66 | 2,535,330.40 | ||||||||||||||||
|
|
|
|
|
||||||||||||||
Total GHG emissions (tCO2e) | 5,063,843.91 | 4,875,460.09 | ||||||||||||||||
|
|
|
|
|
||||||||||||||
IHGs chosen intensity measurement GHG emissions per occupied room (kgCO2e per occupied room) | 26.02 | 26.61 | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||
Global corporate offices and managed, owned, leased and managed lease hotelsb (as required under the Companies Act 2006) | Scope 1 Direct emissions (tCO2e) | 448,690.74 | 443,548.52 | |||||||||||||||
|
|
|
|
|
||||||||||||||
Scope 2 Indirect emissions (tCO2e) | 1,979,416.52 | 1,896,581.18 | ||||||||||||||||
|
|
|
|
|
||||||||||||||
Total GHG emissions (tCO2e) | 2,428,107.25 | 2,340,129.69 | ||||||||||||||||
|
|
|
|
|
||||||||||||||
IHGs chosen intensity measurement GHG emissions per occupied room (kgCO2e per occupied room) | 41.59 | 43.60 | ||||||||||||||||
|
|
|
|
|
|
a | Reporting period commencing on 1 October and ending on 30 September due to the delay in hotels receiving their energy bills it is not possible to report accurately GHG emissions from 1 January to 31 December. |
b | Includes all of our branded hotels but does not include emissions from 339 hotels. We do not have sufficient data to estimate their emissions and believe them to be immaterial. |
Scope
We report Scope 1, Scope 2 and Scope 3 emissions as defined by the GHG protocol as follows:
| Scope 1 emissions are direct emissions produced by the burning of fuels of the emitter. |
| Scope 2 emissions are indirect emissions (generated by the electricity consumed and purchased by the emitter). |
| Scope 3 emissions are indirect emissions produced by the emitter activity, but owned and controlled by a different emitter from the one who reports on the emissions (e.g. our franchise estate). |
Methodology
We have worked with external consultants to give us an up-to-date picture of IHGs carbon footprint and to assess our performance over the past few years. The external consultants use a sampling and extrapolation methodology to estimate our GHG emissions. For 2018, in line with the methodology set out in the GHG Protocol Corporate Standard, the sample covered 4,673 (86%) of our 5,463 hotels. As IHGs System size is continually changing and the number of hotels reporting data to the IHG Green Engage system increases annually, we have restated 2017 data.
Finance
180 | IHG | Annual Report and Form 20-F 2018 |
Listing Rules compliance with LR 9.8.4C
Section | Applicable sub-paragraph within LR 9.8.4C | Location | ||||||
|
|
| ||||||
1 | Interest capitalised | Group Financial Statements, note 7, page 125 | ||||||
|
|
| ||||||
4 | Details of long-term incentive schemes | Directors Remuneration Report, pages 72 to 85 | ||||||
|
|
|
The above table sets out only those sections of LR 9.8.4C which are relevant. The remaining sections of LR 9.8.4 are not applicable.
IHG | Annual Report and Form 20-F 2018 | Additional Information | Directors Report | 181 |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Group information | 183 |
Additional Information
Group information continued
Risk factors continued
184 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Group information | 185 |
Additional Information
Group information continued
Risk factors continued
186 | IHG | Annual Report and Form 20-F 2018 |
Directors and Executive Committee members shareholdings
As at 18 February 2019: (i) Executive Directors had the number of beneficial interests in shares (including Directors share awards under IHGs share plans) set out in the table on page 81; (ii) Non-Executive Directors had the number of beneficial interests in shares set out in the table on page 84; and (iii) Executive Committee members had the number of beneficial interests in shares (including members share awards under IHGs share plans) set out in the table below. These shareholdings indicate all Directors or Executive Committee members beneficial interests and those held by their spouses and other connected persons. As at 18 February 2019, no Director or Executive Committee member held more than 1.0% of the total issued share capital. None of the Directors have a beneficial interest in the shares of any subsidiary.
Number of shares held outright | APP deferred share awards | LTIP share awards (unvested) | Total number of shares held | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Committee member |
18 Feb 2019 |
31 Dec 2018 |
31 Dec 2017 |
18 Feb 2019 |
31 Dec 2018 |
31 Dec 2017 |
18 Feb 2019 |
31 Dec 2018 |
31 Dec 2017 |
18 Feb 2019 |
31 Dec 2018 |
31 Dec 2017 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Keith Barr | 40,642 | 42,782 | 31,116 | 26,847 | 28,262 | 24,586 | 97,211 | 97,211 | 90,987 | 164,700 | 168,255 | 146,689 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul Edgecliffe-Johnson | 24,385 | 25,669 | 27,443 | 25,404 | 26,742 | 28,384 | 87,482 | 87,482 | 97,970 | 137,271 | 139,893 | 153,797 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Elie Maalouf | 23,534 | 24,773 | | 41,753 | 42,058 | | 82,694 | 82,694 | | 147,981 | 149,525 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Claire Bennett | | | | 14,340 | 14,406 | 13,105 | 28,788 | 28,788 | 13,019 | 43,128 | 43,194 | 26,124 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jolyon Bulley | 52,164 | 54,910 | 50,275 | 6,022 | 6,341 | 8,180 | 38,087 | 38,087 | 38,413 | 96,273 | 99,338 | 96,868 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Yasmin Diamond | 1,351 | 1,423 | | 6,876 | 7,239 | 6,561 | 33,521 | 33,521 | 35,209 | 41,748 | 42,183 | 41,770 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nicolette Henfrey | | | | 5,678 | | | 18,675 | | | 24,353 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kenneth Macpherson | 7,296 | 7,681 | | 30,535 | 31,468 | 29,057 | 53,121 | 53,121 | 59,675 | 90,952 | 92,270 | 88,732 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eric Pearson | 10,295 | 10,837 | | 20,531 | 21,613 | 22,979 | 63,635 | 63,635 | 72,633 | 94,461 | 96,085 | 95,612 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ranjay Radhakrishnan | 7,902 | 8,318 | | 24,983 | 25,258 | 31,836 | 49,101 | 49,101 | 41,851 | 81,986 | 82,677 | 73,687 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
George Turner | 18,815 | 19,806 | 11,507 | 16,878 | 17,768 | 18,683 | 54,341 | 54,341 | 61,511 | 90,034 | 91,915 | 91,701 |
Executive Directors benefits upon termination of office
All current Executive Directors have a rolling service contract with a notice period from the Group of 12 months. As an alternative, the Group may, at its discretion, pay in lieu of that notice. Neither notice nor a payment in lieu of notice will be given in the event of gross misconduct.
Payment in lieu of notice could potentially include up to 12 months salary and the cash equivalent of 12 months pension contributions, and other contractual benefits. Where possible, the Group will seek to ensure that, where a leaver mitigates their losses by, for example, finding new employment, there will accordingly be a corresponding reduction in compensation payable for loss of office.
Further details on the policy for determination of termination payments are included in the Directors Remuneration Policy, which is available on IHGs website at www.ihgplc.com/investors under Corporate governance in the Directors Remuneration Policy section. |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Group information | 187 |
Additional Information
Group information continued
Description of securities other than equity securities
Fees and charges payable to a depositary
Category (as defined by SEC) |
Depositary actions | Associated fee | ||||||||
Depositing or substituting the underlying shares | Each person to whom ADRs are issued against deposits of shares, including deposits and issuances in respect of:
Share distributions, stock splits, rights, mergers
Exchange of securities or any other transactions or event or other distribution affecting the ADSs or the deposited securities |
$5 for each 100 ADSs (or portion thereof) | ||||||||
Receiving or distributing dividends | Distribution of stock dividends | $5 for each 100 ADSs (or portion thereof) | ||||||||
Distribution of cash | $0.02 or less per ADS (or portion thereof) | |||||||||
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 for each 100 ADSs (or portion thereof) | ||||||||
Withdrawing an underlying security | Acceptance of ADRs surrendered for withdrawal of deposited securities | $5 for each 100 ADSs (or portion thereof) | ||||||||
Transferring, splitting or grouping receipts | Transfers, combining or grouping of depositary receipts | $1.50 per ADS | ||||||||
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 ADR Depositary by billing ADR holders or by deducting such charge from one or more cash dividends or other cash distributionsa | ||||||||
Expenses of the depositary | Expenses incurred on behalf of ADR holders in connection with:
Compliance with foreign exchange control regulations or any law or regulation relating to foreign investment.
The ADR Depositarys or its custodians compliance with applicable laws, rules or regulations
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 ADR 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 the ADR Depositary or its agents |
Expenses payable at the sole discretion of the ADR Depositary by billing ADR holders or by deducting charges from one or more cash dividends or other cash distributions are $20 per transaction |
a | These fees are not currently being charged by the ADR Depositary. |
188 | IHG | Annual Report and Form 20-F 2018 |
Additional Information
Shareholder information continued
Taxation continued
194 | IHG | Annual Report and Form 20-F 2018 |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Shareholder information | 195 |
Selected five-year consolidated financial information
Group income statement data
$m, except earnings per ordinary share | ||||||||||||||||||||||||||||||
2017 | 2016 | |||||||||||||||||||||||||||||
For the year ended 31 December | 2018 | Restated | a | Restated | a | 2015 | 2014 | |||||||||||||||||||||||
Total revenue | 4,337 | 4,075 | 3,912 | 1,803 | 1,858 | |||||||||||||||||||||||||
Operating profit before exceptional items | 670 | 724 | 741 | 680 | 651 | |||||||||||||||||||||||||
Exceptional items | (104 | ) | 4 | (29 | ) | 819 | 29 | |||||||||||||||||||||||
Operating profit | 566 | 728 | 712 | 1,499 | 680 | |||||||||||||||||||||||||
Financial income | 5 | 4 | 6 | 5 | 3 | |||||||||||||||||||||||||
Financial expenses | (86 | ) | (76 | ) | (86 | ) | (92 | ) | (83 | ) | ||||||||||||||||||||
Profit before tax | 485 | 656 | 632 | 1,412 | 600 | |||||||||||||||||||||||||
Tax: | ||||||||||||||||||||||||||||||
On profit before exceptional items |
(160 | ) | (203 | ) | (185 | ) | (180 | ) | (179 | ) | ||||||||||||||||||||
On exceptional items |
22 | (2 | ) | 12 | (8 | ) | (29 | ) | ||||||||||||||||||||||
Exceptional tax |
5 | 90 | | | | |||||||||||||||||||||||||
(133 | ) | (115 | ) | (173 | ) | (188 | ) | (208 | ) | |||||||||||||||||||||
Profit for the year from continuing operations: | 352 | 541 | 459 | 1,224 | 392 | |||||||||||||||||||||||||
Attributable to: |
||||||||||||||||||||||||||||||
Equity holders of the parent |
351 | 540 | 456 | 1,222 | 391 | |||||||||||||||||||||||||
Non-controlling interest |
1 | 1 | 3 | 2 | 1 | |||||||||||||||||||||||||
Earnings per ordinary share (continuing and total operations): | ||||||||||||||||||||||||||||||
Basic |
184.7¢ | 279.8¢ | 215.1¢ | 520.0¢ | 158.3¢ | |||||||||||||||||||||||||
Diluted |
182.8¢ | 278.4¢ | 213.1¢ | 513.4¢ | 156.4¢ | |||||||||||||||||||||||||
Group statement of financial position data
|
||||||||||||||||||||||||||||||
$m, except number of shares | ||||||||||||||||||||||||||||||
2017 | 2016 | |||||||||||||||||||||||||||||
For the year ended 31 December | 2018 | Restated | a | Restated | a | 2015 | 2014 | |||||||||||||||||||||||
Goodwill and other intangible assets | 1,143 | 967 | 858 | 1,226 | 643 | |||||||||||||||||||||||||
Property, plant and equipment | 447 | 425 | 419 | 428 | 741 | |||||||||||||||||||||||||
Investments and other financial assets | 364 | 369 | 359 | 420 | 368 | |||||||||||||||||||||||||
Non-current trade and other receivables | | | 8 | 3 | 3 | |||||||||||||||||||||||||
Retirement benefit assets | | 3 | | | 8 | |||||||||||||||||||||||||
Non-current derivative financial instruments | 7 | | | | | |||||||||||||||||||||||||
Non-current tax receivable | 31 | 16 | 23 | 37 | 34 | |||||||||||||||||||||||||
Deferred tax assets | 60 | 75 | 69 | 49 | 87 | |||||||||||||||||||||||||
Non-current contract costs | 55 | 51 | 45 | | | |||||||||||||||||||||||||
Non-current contract assets | 270 | 241 | 185 | | | |||||||||||||||||||||||||
Current assets | 1,376 | 863 | 796 | 1,606 | 624 | |||||||||||||||||||||||||
Assets classified as held for sale | | | | | 310 | |||||||||||||||||||||||||
Total assets | 3,753 | 3,010 | 2,762 | 3,769 | 2,818 | |||||||||||||||||||||||||
Current liabilities | 1,370 | 1,280 | 1,150 | 1,369 | 943 | |||||||||||||||||||||||||
Long-term debt | 2,129 | 1,893 | 1,606 | 1,239 | 1,569 | |||||||||||||||||||||||||
Net (liabilities)/assets | (1,077 | ) | (1,301 | ) | (1,146 | ) | 319 | (717 | ) | |||||||||||||||||||||
Equity share capital | 146 | 154 | 141 | 169 | 178 | |||||||||||||||||||||||||
IHG shareholders equity | (1,085 | ) | (1,308 | ) | (1,154 | ) | 309 | (725 | ) | |||||||||||||||||||||
Number of shares in issue at end of the year (millions) | 197 | 197 | 206 | 248 | 248 |
a | Restated for the adoption of IFRS 15 and other presentational changes (see pages 109 to 114 of the Group Financial Statements for further details) |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Shareholder information | 197 |
Additional Information
Shareholder information continued
Since March 2003, the Group has returned over £6.6 billion of funds to shareholders by way of special dividends, capital returns and share repurchase programmes. On 19 October 2018, the Company announced a $500 million return of funds to shareholders via special dividend with share consolidation. The special dividend was paid in January 2019.
Return of funds programme | Timing | Total return | Returned to date | |||||||||||||||
£501m special dividenda | Paid in December 2004 | £501m | £501m | |||||||||||||||
£250m share buyback | Completed in 2004 | £250m | £250m | |||||||||||||||
£996m capital returna | Paid in July 2005 | £996m | £996m | |||||||||||||||
£250m share buyback | Completed in 2006 | £250m | £250m | |||||||||||||||
£497m special dividenda | Paid in June 2006 | £497m | £497m | |||||||||||||||
£250m share buyback | Completed in 2007 | £250m | £250m | |||||||||||||||
£709m special dividenda | Paid in June 2007 | £709m | £709m | |||||||||||||||
£150m share buyback | n/a | b | £150m | £120m | ||||||||||||||
$500m special dividenda, c | Paid in October 2012 | £315m | d | £315m | e | |||||||||||||
($500m | ) | ($505m | ) | |||||||||||||||
$500m share buyback | Completed in 2014 | £315m | d | £315m | ||||||||||||||
($500m | ) | ($500m | )f | |||||||||||||||
$350m special dividend | Paid in October 2013 | £229m | g | £228m | ||||||||||||||
($350m | ) | ($355m | )h | |||||||||||||||
$750m special dividenda | Paid in July 2014 | £447m | i | £446m | ||||||||||||||
($750m | ) | ($763m | )j | |||||||||||||||
$1,500m special dividenda | Paid in May 2016 | £1,038m | k | £1,038m | ||||||||||||||
($1,500m | ) | ($1,500m | ) | |||||||||||||||
$400m special dividenda | Paid in May 2017 | £309m | l | £310m | ||||||||||||||
($400m | ) | ($404m | ) | |||||||||||||||
$500m special dividenda | Paid in January 2019 | £389m | m | £388m | ||||||||||||||
($500m | ) | ($510m | ) | |||||||||||||||
Total | £6,645m | £6,613m |
a | Accompanied by a share consolidation. |
b | This programme was superseded by the share buyback programme announced on 7 August 2012. |
c | IHG changed the reporting currency of its Consolidated Financial Statements from sterling to US dollars effective from the Half-Year Results as at 30 June 2008. |
d | The dividend was first determined in US dollars and converted to sterling immediately before announcement at the rate of $1=£0.63, as set out in the circular detailing the special dividend and share buyback programme published on 14 September 2012. |
e | Sterling dividend translated at $1=£0.624. |
f | Translated into US dollars at the average rates of exchange for the relevant years (2014 $1=£0.61; 2013 $1=£0.64; 2012 $1 = £0.63). |
g | The dividend was first determined in US dollars and converted to sterling immediately before announcement at the rate of $1=£0.65, as announced in the Half-Year Results to 30 June 2013. |
h | Sterling dividend translated at $1=£0.644. |
I | The dividend was first determined in US dollars and converted to sterling immediately before announcement at the rate translated at $1=£0.597. |
j | Sterling dividend translated at $1=£0.5845. |
k | The dividend was first determined in US dollars and converted to sterling at the rate of $1 = £0.6923, as announced on 12 May 2016. |
l | The dividend was first determined in US dollars and converted to sterling at the rate of $1 = £0.7724, as announced on 11 May 2017. |
m | The dividend was first determined in US dollars and converted to sterling at the rate of £1 = $1.2860, as announced on 17 January 2019. |
198 | IHG | Annual Report and Form 20-F 2018 |
Purchases of equity securities by the Company and affiliated purchasers
During the financial year ended 31 December 2018, 10 ordinary shares were purchased by the Company at prices ranging from 4,159 to 4,176 pence per share under the share purchase announced by the Company on 18 December 2018 in connection with the $500 million special dividend and consolidation.
Total number of shares (or units) purchased |
Average price paid per share (or unit) |
Total number of shares (or units) purchased as part of publicly announced plans or programmes |
Maximum number of shares (or units) that may be purchased under the |
|||||||||||||||||||||
Month 1 (no purchases this month) | nil | nil | nil | 18.999.018 | a | |||||||||||||||||||
Month 2 (no purchases this month) | nil | nil | nil | 18.999.018 | a | |||||||||||||||||||
Month 3 (no purchases this month) | nil | nil | nil | 18.999.018 | a | |||||||||||||||||||
Month 4 (no purchases this month) | nil | nil | nil | 18.999.018 | a | |||||||||||||||||||
Month 5 (no purchases this month) | nil | nil | nil | 18,999,018 | b | |||||||||||||||||||
Month 6 (no purchases this month) | nil | nil | nil | 18,999,018 | b | |||||||||||||||||||
Month 7 (no purchases this month) | nil | nil | nil | 18,999,018 | b | |||||||||||||||||||
Month 8 (no purchases this month) | nil | nil | nil | 18,999,018 | b | |||||||||||||||||||
Month 9 (no purchases this month) | nil | nil | nil | 18,999,018 | b | |||||||||||||||||||
Month 10 (no purchases this month) | nil | nil | nil | 18,999,018 | b | |||||||||||||||||||
Month 11 (no purchases this month) | nil | nil | nil | 18,999,018 | b | |||||||||||||||||||
Month 12 | 10 | 4.166 | 10 | 18,999,018 | b |
a | Reflects the resolution passed at the Companys AGM held on 5 May 2017. |
b | Reflects the resolution passed at the Companys AGM held on 4 May 2018. |
The table below sets forth the amounts of ordinary dividends on each ordinary share and special dividends, in respect of each financial year indicated.
Interim dividend | Final dividend | Total dividend | Special dividend | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
pence | cents | pence | cents | pence | cents | pence | cents | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 | 27.7 | 36.3 | N/A | a | 78.1 | N/A | a | 114.4 | 203.8 | d | 262.1 | d | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2017 | 24.4 | 33.0 | 50.2 | 71.0 | 74.6 | 104.0 | 156.4 | b | 202.5 | b | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2016 | 22.6 | 30.0 | 49.4 | 64.0 | 72.0 | 94.0 | 438.2 | b | 632.9 | b | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2015 | 17.7 | 27.5 | 40.3 | 57.5 | 58.0 | 85.0 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2014 | 14.8 | 25.0 | 33.8 | 52.0 | 48.6 | 77.0 | 174.9 | b | 293.0 | b | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 15.1 | 23.0 | 28.1 | 47.0 | 43.2 | 70.0 | 87.1 | 133.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 13.5 | 21.0 | 27.7 | 43.0 | 41.2 | 64.0 | 108.4 | b | 172.0 | b | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2011 | 9.8 | 16.0 | 24.7 | 39.0 | 34.5 | 55.0 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2010 | 8.0 | 12.8 | 22.0 | 35.2 | 30.0 | 48.0 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2009 | 7.3 | 12.2 | 18.7 | 29.2 | 26.0 | 41.4 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2008c | 6.4 | 12.2 | 20.2 | 29.2 | 26.6 | 41.4 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2007 | 5.7 | 11.5 | 14.9 | 29.2 | 20.6 | 40.7 | 200 | b | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
2006 | 5.1 | 9.6 | 13.3 | 25.9 | 18.4 | 35.5 | 118 | b | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
2005 | 4.6 | 8.1 | 10.7 | 18.7 | 15.3 | 26.8 | | |
a | The sterling amount of the final dividend will be announced on 26 April 2019 using the average of the daily exchange rates from 23 April 2019 to 25 April 2019 inclusive. |
b | Accompanied by a share consolidation. |
c | IHG changed the reporting currency of its Consolidated Financial Statements from sterling to US dollars effective from the Half-Year Results as at 30 June 2008. Starting with the interim dividend for 2008, all dividends have first been determined in US dollars and converted into sterling prior to payment. |
d | This special dividend was announced on 19 October 2018 and paid on 29 January 2019 |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Shareholder information | 199 |
Additional Information
Shareholder information continued
Shareholder profile by type as at 31 December 2018
Category of shareholder | Number
of shareholders |
Percentage of total shareholders |
Number of ordinary shares |
Percentage of issued share capital |
||||||||||||||||||||
Private individuals | 33,811 | 93.62 | 9,062,327 | 4.58 | ||||||||||||||||||||
Nominee companies | 1,421 | 3.93 | 159,881,084 | 80.91 | ||||||||||||||||||||
Limited and public limited companies | 782 | 2.17 | 14,993,201 | 7.59 | ||||||||||||||||||||
Other corporate bodies | 92 | 0.25 | 13,547,738 | 6.86 | ||||||||||||||||||||
Pension funds, insurance companies and banks | 10 | 0.03 | 113,250 | 0.06 | ||||||||||||||||||||
Total | 36,116 | 100 | 197,597,600 | 100 | ||||||||||||||||||||
Shareholder profile by size as at 31 December 2018 |
|
|||||||||||||||||||||||
Range of shareholdings | Number
of shareholders |
Percentage of total shareholders |
Number of ordinary shares |
Percentage of issued share capital |
||||||||||||||||||||
1199 | 24,346 | 67.41 | 1,463,101 | 0.74 | ||||||||||||||||||||
200499 | 6,493 | 17.98 | 2,030,722 | 1.03 | ||||||||||||||||||||
500999 | 2,687 | 7.44 | 1,863, 709 | 0.94 | ||||||||||||||||||||
1,0004,999 | 1,816 | 5.03 | 3,480,091 | 1.76 | ||||||||||||||||||||
5,0009,999 | 225 | 0.62 | 1,588,042 | 0.80 | ||||||||||||||||||||
10,00049,999 | 294 | 0.81 | 6,748,648 | 3.42 | ||||||||||||||||||||
50,00099,999 | 77 | 0.21 | 5,560,335 | 2.81 | ||||||||||||||||||||
100,000499,999 | 121 | 0.34 | 25,665,203 | 12.99 | ||||||||||||||||||||
500,000999,999 | 30 | 0.08 | 20,451,816 | 10.35 | ||||||||||||||||||||
1,000,000 and above | 27 | 0.07 | 128,745,897 | 65.16 | ||||||||||||||||||||
Total | 36,116 | 100 | 197,597,600 | 100 | ||||||||||||||||||||
Shareholder profile by geographical location as at 31 December 2018 |
|
|||||||||||||||||||||||
Country/Jurisdiction |
|
|
Percentage of issued share capital |
| ||||||||||||||||||||
UK |
|
46.0 | ||||||||||||||||||||||
Rest of Europe |
|
17.5 | ||||||||||||||||||||||
US (including ADRs) |
|
34.3 | ||||||||||||||||||||||
Rest of world |
|
2.2 | ||||||||||||||||||||||
Total |
|
100 |
The geographical profile presented is based on an analysis of shareholders (by manager) of 40,000 shares or above where geographical ownership is known. This analysis only captures 90.7% of total issued share capital. Therefore, the known percentage distributions have been multiplied by 100/90.7 (1.102) to achieve the figures shown in the table above.
As of 18 February 2019, 14,213,048 ADSs equivalent to 14,213,048 ordinary shares, or approximately 7.84% of the total issued share capital, were outstanding and were held by 438 holders. Since certain ordinary shares are registered in the names of nominees, the number of shareholders on record may not be representative of the number of beneficial owners.
As of 18 February 2019, there were a total of 35,179 recorded holders of ordinary shares, of whom 261 had registered addresses in the US and held a total of 383,344 ordinary shares (0.2% of the total issued share capital).
200 | IHG | Annual Report and Form 20-F 2018 |
The following exhibits are filed as part of this Annual Report on Form 20-F with the SEC, and are publicly available through the SECs website at www.sec.gov
a | Incorporated by reference. |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Exhibits | 201 |
Additional Information
Form 20-F cross-reference guide
Item | Form 20-F caption | Location in this document | Page | |||
|
|
|
| |||
1 | Identity of directors, senior management and advisers | Not applicable | | |||
|
|
|
| |||
2 | Offer statistics and expected timetable | Not applicable | | |||
|
|
|
| |||
3 | Key information | |||||
|
|
| ||||
3A Selected financial data | Shareholder information: Selected five-year consolidated financial information | 197 | ||||
|
| |||||
Shareholder information: Dividend history | 199 | |||||
|
|
| ||||
3B Capitalisation and indebtedness | Not applicable | | ||||
|
|
| ||||
3C Reason for the offer and use of proceeds | Not applicable | | ||||
|
|
| ||||
3D Risk factors | Group information: Risk factors | 182-186 | ||||
|
|
|
| |||
4 | Information on the Company | |||||
|
|
| ||||
4A History and development of the Company | Group information: History and developments | 182 | ||||
|
| |||||
Shareholder information: Return of funds | 198 | |||||
|
| |||||
Useful information: Contacts | 207 | |||||
|
|
| ||||
4B Business overview | Strategic Report | 2-51 | ||||
|
| |||||
Group information: Working Time Regulations 1998 | 190 | |||||
|
| |||||
Group Information: Risk factors | 182-186 | |||||
|
|
| ||||
4C Organisational structure | Group Financial Statements: Note 34 Group companies | 159-161 | ||||
|
| |||||
Group Information history and development | 182 | |||||
|
|
| ||||
4D Property, plants and equipment | Strategic Report: Key performance indicators | 31-35 | ||||
|
| |||||
Directors Report: Greenhouse gas (GHG) emissions | 180 | |||||
|
| |||||
Group Financial Statements: Note 12 Property, plant and equipment | 133-134 | |||||
|
|
|
| |||
4A | Unresolved staff comments | None | | |||
|
|
|
| |||
5 | Operating and financial review and prospects | |||||
|
|
| ||||
5A Operating results | Strategic Report: Performance | 36-51 | ||||
|
| |||||
Group Financial Statements: Accounting policies | 103-108 | |||||
|
| |||||
Group Financial Statements: New accounting standards and presentational changes | 109-114 | |||||
|
| |||||
Viability statement | 30 | |||||
|
|
| ||||
5B Liquidity and capital resources | Strategic Report: Performance Liquidity and capital resources | 50-51 | ||||
|
| |||||
Group Financial Statements: Note 17 Cash and cash equivalents | 140 | |||||
|
| |||||
Group Financial Statements: Note 20 Loans and other borrowings | 141-142 | |||||
|
| |||||
Group Financial Statements: Note 22 Financial risk management | 144-146 | |||||
|
| |||||
Group Financial Statements: Note 23 Fair value measurement | 147-148 | |||||
|
| |||||
Group Financial Statements: Note 24 Reconciliation of profit for the year | 149 | |||||
to cash flow from operations before contract acquisition costs | ||||||
|
|
| ||||
5C Research and development; intellectual property | Not applicable | | ||||
|
|
| ||||
5D Trend information | Strategic Report: Performance | 36-51 | ||||
|
|
| ||||
5E Off-balance sheet arrangements | Strategic Report: Performance Liquidity and capital resources | 51 | ||||
Off-balance sheet arrangements | ||||||
|
|
| ||||
5F Tabular disclosure of contractual obligations | Strategic Report: Performance Liquidity and capital resources | 50-51 | ||||
|
|
| ||||
5G Safe harbour | Additional Information: Forward-looking statements | 208 | ||||
|
|
| ||||
5H Non-GAAP financial measures | Strategic Report: Performance | 36 | ||||
|
| |||||
Other financial information | 172-177 | |||||
|
| |||||
Group Financial Statements: Note 6 Exceptionals | 124 | |||||
|
| |||||
Group Financial Statements: Note 10 Earnings per ordinary share | 130 | |||||
|
| |||||
Group Financial Statements: Note 21 Net debt | 143 | |||||
|
|
|
| |||
6 | Directors, senior management and employees | |||||
|
|
| ||||
6A Directors and senior management | Corporate Governance: Our Board of Directors and Our Executive Committee | 56-59 | ||||
|
|
| ||||
6B Compensation | Directors Remuneration Report | 72-85 | ||||
|
| |||||
Group Financial Statements: Note 25 Retirement benefits | 149-153 | |||||
|
| |||||
Group Financial Statements: Note 31 Related party disclosures | 157-158 | |||||
|
| |||||
Group Financial Statements: Note 26 Share-based payments | 153-154 | |||||
|
|
| ||||
6C Board practices | Corporate Governance | 52-71 | ||||
|
| |||||
Service contracts and notice periods | 81,84 | |||||
|
|
| ||||
6D Employees | Group Financial Statements: Note 4 Staff costs and Directors emoluments | 123 | ||||
|
| |||||
Group information: Working Time Regulations 1998 | 190 | |||||
|
| |||||
Directors Report: Employees and Code of Conduct | 179 | |||||
|
|
| ||||
6E Share ownership | Directors Remuneration Report: Annual Report on Directors Remuneration Scheme interests awarded during 2018 | 80 | ||||
|
| |||||
Directors Remuneration Report: Annual Report on Directors Remuneration Statement of Directors shareholdings and share interests | 81,84 | |||||
|
| |||||
Group Financial Statements: Note 26 Share-based payments | 153-154 | |||||
|
| |||||
Group information: Directors and Executive Committee members shareholdings | 187 | |||||
|
|
|
| |||
7 | Major shareholders and related party transactions | |||||
|
|
| ||||
7A Major shareholders | Directors Report: Major institutional shareholders | 178 | ||||
|
| |||||
Shareholder information: Shareholder profiles | 200 | |||||
|
|
| ||||
7B Related party transactions | Group Financial Statements: Note 14 Investment in associates and joint ventures | 136-137 | ||||
|
| |||||
Group Financial Statements: Note 31 Related party disclosures | 157-158 | |||||
|
|
| ||||
7C Interests of experts and counsel | Not applicable | | ||||
|
|
|
|
202 | IHG | Annual Report and Form 20-F 2018 |
Item | Form 20-F caption | Location in this document | Page | |||
|
|
|
| |||
8 | Financial Information | |||||
|
|
| ||||
8A Consolidated statements and | Directors Report: Dividends | 178 | ||||
|
| |||||
other financial information |
Group Financial Statements | 86-161 | ||||
|
| |||||
Group Information: Legal proceedings | 192 | |||||
|
| |||||
Strategic Report: Performance Other financial information | 49-50 | |||||
|
|
| ||||
8B Significant changes | None | | ||||
|
|
|
| |||
9 | The offer and listing | |||||
|
|
| ||||
9A Offer and listing details | Useful information: Trading markets | 206 | ||||
|
|
| ||||
9B Plan of distribution | Not applicable | | ||||
|
|
| ||||
9C Markets | Useful information: Trading markets | 206 | ||||
|
|
| ||||
9D Selling shareholders | Not applicable | | ||||
|
|
| ||||
9E Dilution | Not applicable | | ||||
|
|
| ||||
9F Expenses of the issue | Not applicable | | ||||
|
|
|
| |||
10 | Additional information | |||||
|
|
| ||||
10A Share capital | Not applicable | | ||||
|
|
| ||||
10B Memorandum and articles of association | Group information: Articles of Association | 189-190 | ||||
|
| |||||
Group information: Rights attaching to shares | 189-190 | |||||
|
|
| ||||
10C Material contracts | Group information: Material contracts | 191 | ||||
|
|
| ||||
10D Exchange controls | Shareholder information: Exchange controls and restrictions on payment of dividends | 192 | ||||
|
|
| ||||
10E Taxation | Shareholder information: Taxation | 193-195 | ||||
|
|
| ||||
10F Dividends and paying agents | Not applicable | | ||||
|
|
| ||||
10G Statement by experts | Not applicable | | ||||
|
|
| ||||
10H Documents on display | Useful information: Investor information Documents on display | 206 | ||||
|
|
| ||||
10I Subsidiary information | Not applicable | | ||||
|
|
|
| |||
11 | Quantitative and qualitative disclosures about market risk | Group Financial Statements: Note 22 Financial risk management and derivatives | 144-146 | |||
|
|
|
| |||
12 | Description of securities other than equity securities | |||||
|
|
| ||||
12A Debt securities | Not applicable | | ||||
|
|
| ||||
12B Warrants and rights | Not applicable | | ||||
|
|
| ||||
12C Other securities | Not applicable | | ||||
|
|
| ||||
12D American depositary shares | Group information: Description of securities other than equity securities | 188 | ||||
|
|
|
| |||
13 | Defaults, dividend arrearages and delinquencies | Not applicable | | |||
|
|
|
| |||
14 | Material modifications to the rights of security holders and use of proceeds | Not applicable | | |||
|
|
|
| |||
15 | Controls and Procedures | |||||
|
| |||||
Disclosure controls and procedures | 196 | |||||
|
| |||||
Statement of Directors Responsibilities Managements report on internal control over financial reporting |
88 | |||||
|
| |||||
Independent Auditors US Report | 95 | |||||
|
|
|
| |||
16A | 16A Audit committee financial expert | Corporate Governance: Audit Committee Report | 64-67 | |||
|
| |||||
Shareholder information: Summary of significant corporate governance | 196 | |||||
differences from NYSE listing standards Committees | ||||||
|
|
| ||||
16B Code of ethics | Directors Report: Employees and Code of Conduct | 179 | ||||
|
| |||||
Strategic Report: Our culture, key stakeholders and doing business responsibly | 22-25 | |||||
|
| |||||
Shareholder information: Summary of significant corporate governance | 196 | |||||
differences from NYSE listing standards | ||||||
|
|
| ||||
16C Principal accountant fees and services | Corporate Governance: Audit Committee Report External auditor | 66-67 | ||||
|
| |||||
Corporate Governance: Audit Committee Report Non-audit services | 66 | |||||
|
| |||||
Group Financial Statements: Note 5 Auditors remuneration paid | 123 | |||||
to Ernst & Young LLP | ||||||
|
|
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16D Exemptions from the listing standards | Not applicable | | ||||
for audit committees | ||||||
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16E Purchase of equity securities by the issuer and affiliated purchasers | Shareholder information: Purchases equity securities by the Company and affiliated purchasers | 199 | ||||
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16F Change in registrants certifying accountant | Not applicable | | ||||
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16G Corporate Governance | Shareholder information: Summary of significant corporate governance differences from NYSE listing standards | 196 | ||||
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16H Mine safety disclosure | Not applicable | | ||||
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17 | Financial statements | Not applicable | | |||
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18 | Financial statements | Group Financial Statements | 86-161 | |||
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19 | Exhibits | Additional Information: Exhibits | 201 | |||
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IHG | Annual Report and Form 20-F 2018 | Additional Information | Form 20-F cross-reference guide | 203 |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Glossary | 205 |
Dividends | Other dates | |||||||||||
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2018 |
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2018 | |||||||||
2018 Interim dividend of 27.7p per share | Financial year end |
31 December | ||||||||||
(36.3¢ per ADR) |
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Payment date |
5 October |
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2019 | |||||||||
Announcement of Preliminary Results for 2018 |
19 February | |||||||||||
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2019 |
Announcement of 2019 First Quarter Interim | 3 May | |||||||||
Special dividend of 203.8p per ordinary share | Management Statement |
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(262.1¢ per ADR) |
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Annual General Meeting |
3 May | |||||||||
Record date |
11 January |
Announcement of Half-Year Results for 2019 |
6 August | |||||||||
Ex-dividend date |
14 January |
Announcement of 2019 Third Quarter Interim | 18 October | |||||||||
Payment date |
29 January |
Management Statement |
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Financial year end |
31 December | |||||||||||
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2019 |
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2018 Final dividend of 78.1¢ per ordinary sharea |
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2020 | |||||||||
Ex-dividend date |
28 March |
Announcement of Preliminary Results for 2019 |
February | |||||||||
Record date |
29 March |
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Payment date |
14 May |
a | The sterling amount of the final dividend will be announced on 26 April 2019 using the average of the daily exchange rates from 23, April 2019 to 25 April 2019 inclusive. |
IHG | Annual Report and Form 20-F 2018 | Additional Information | Useful information | 207 |
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InterContinental Hotels Group PLCs commitment to environmental issues is reflected in this Annual Report.
This report has been printed on Symbol Matt Plus. Environmental friendly ECF (Elemental Chlorine Free Guaranteed) paper, certified by the FSC®(Forest Stewardship Council Containing a high content of selected recycled materials (minimum 25% guaranteed).
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The unavoidable carbon emissions generated during the manufacturing and delivery of this document have been reduced to net zero through a verified carbon offsetting project. |
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InterContinental Hotels Group PLC Broadwater Park, Denham Buckinghamshire UB9 5HR United Kingdom Tel +44 (0) 1895 512 000 Web www.ihgplc.com Make a booking at www.ihg.com
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SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on Form 20-F on its behalf.
INTERCONTINENTAL HOTELS GROUP PLC (Registrant) | ||||
By: | /s/ Paul Edgecliffe-Johnson | |||
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Name: Paul Edgecliffe-Johnson | ||||
Title: Chief Financial Officer |
Date: February 28, 2019