Annual Report and
Form 20-F 2018
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
Contents
IHG at a glance
Chair’s statement
Chief Executive Officer’s review
Industry overview
Strategic Report
2
4
6
8
10 Our brands
14 Our business model
18 Our strategy for high-quality growth
20 Our Strategic Model in action
22
Our culture, key stakeholders and
doing business responsibly
26 Risk management
30 Viability statement
31 Key performance indicators (KPIs)
36 Performance
36
Key performance measures (including Non-GAAP measures)
used by management
37 Group
40 Americas
43 Europe, Middle East, Asia and Africa (EMEAA)
46 Greater China
Governance
54 Chair’s overview
55 Corporate Governance
55 Our Board and Committee governance structure
56 Our Board of Directors
58 Our Executive Committee
60 Board meetings
61
62 Director induction, training and development
63 Board effectiveness evaluation
64 Audit Committee Report
68 Corporate Responsibility Committee Report
69 Nomination Committee Report
70
Statement of compliance with the UK Corporate
Governance Code
Engagement with stakeholders
72 Directors’ Remuneration Report
Group Financial Statements
88 Statement of Directors’ Responsibilities
Independent Auditor’s UK Report
89
95
Independent Auditor’s US Report
96 Group Financial Statements
103 Accounting policies
109 New accounting standards and presentational changes
115 New standards issued but not yet effective
116 Notes to the Group Financial Statements
Parent Company Financial Statements
164 Parent Company Financial Statements
164 Parent Company statement of financial position
164 Parent Company statement of changes in equity
165 Notes to the Parent Company Financial Statements
Additional Information
172 Other financial information
178 Directors’ Report
182 Group information
193 Shareholder information
201 Exhibits
202 Form 20-F cross-reference guide
204 Glossary
206 Useful information
208 Forward-looking statements
The Strategic Report on pages 2 to 51 was
approved by the Board on 18 February 2019.
George Turner, Company Secretary
IHG | Annual Report and Form 20-F 2018
1
IHG at a glance
We are one of the world’s 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.
Our brands
Mainstream
Upscale
Luxury
2
IHG | Annual Report and Form 20-F 2018
Strategic Report Financial highlights
Our scale
Where we operate
Total revenue
$4,337m (+6.4%)
2017: $4,075ma
We predominantly franchise our brands,
and manage hotels on behalf of third-party
hotel owners; our focus is therefore on
building preferred brands and strong
revenue delivery systems.
Revenue from reportable segmentsb
Total hotels (rooms) in the IHG System
Group revenue from reportable
segments 2018 ($1,933m)b
9%
7%
30%
54%
Group operating profit from
reportable segments 2018 ($816m)b
$662m
$202m
$69m
-$117m
5,603
(836,541)
2017: 5,348 (798,075)
Franchised hotels (rooms)
4,615
(576,979)
2017: 4,433 (552,834)
Managed hotels (rooms)
965
(253,566)
2017: 903 (241,370)
Owned, leased and managed lease hotels (rooms)
Number of rooms (836,541)
23
(5,996)
2017: 12 (3,871)
14%
25%
Total hotels (rooms) in the pipeline
61%
1,859
(270,948)
2017: 1,655 (244,146)
Key
Americas
Europe, Middle East, Asia and Africa (EMEAA)
Greater China
Central
$1,933m (+11.7%)
2017: $1,730ma
Operating profit
$566m (-22.3%)
2017: $728ma
Operating profit from reportable segmentsb
$816m (+7.7%)
2017: $758ma
Total gross revenue in IHG’s Systemb
$27.4bn (+6.6%)
2017: $25.7bn
Underlying fee revenue growthb
+6.5%
2017: +4.7%a
Total underlying operating profit growthb
$47m (+6.2%)
2017: $56ma
Revenue per available room (RevPAR) growth
+2.5%
2017: +2.7%
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
Chair’s statement
Patrick Cescau
Chair
Final dividend
78.1�
to be paid on 14 May 2019
(2017: 71.0�)
Full-year dividend
Five-year progress (�)
2018
2017
2016
2015
2014
114.4
104.0
94.0
85.0
77.0
Return of funds
Since March 2003, the Group has
returned over $11 billion of funds
to shareholders by way of special
dividends, capital returns and share
repurchase programmes.
Since 2014:
• $500 million special dividend paid
29 January 2019
• $400 million special dividend paid
22 May 2017
• $1.5 billion special dividend paid
23 May 2016
• $500 million share buyback
completed in 2014
• $750 million special dividend paid
14 July 2014
Central to IHG’s long-term
success has been our
commitment to evolve, adapt
and innovate in order to keep
improving, and in 2018 we took
significant steps to strengthen the execution
of our strategy and lay the foundations for
faster growth.
Whilst the world’s changing economic,
political and societal landscape means we
will always operate amid challenges – from
competing tensions of globalisation and
nationalism, to climate change – the
prospects for our industry remain strong.
A growing global economy, expanding
middle class, increasing disposable incomes
and cheaper air travel all underpin exciting
growth prospects. Ready to meet that
demand is a heavily competitive marketplace
vying to serve increasingly high consumer
expectations around service, experience
and technology.
At IHG, we are well placed to capitalise.
Our successful asset-light strategy and
focus on distinctive hotel brands that
meet guest needs and deliver strong
owner returns is a proven one. This is
illustrated by our global scale, the millions
of guests choosing our brands, the many
long-standing owner relationships we have,
and our respect within the investment
community for delivering strong, consistent
shareholder returns. However, as we operate
in a landscape of increasing choice for
consumers and investors, we continue to
seek opportunities to execute our strategy
in quicker, more targeted and effective ways.
This was the focus of 2018: introducing
clear strategic initiatives that strengthen our
brand portfolio and loyalty programme; our
work with owners; how we use our scale,
resources and technology to drive industry-
leading net rooms growth over the medium
term; and deliver our purpose of providing
True Hospitality for everyone.
To enable these initiatives, we have made
necessary large-scale functional, cultural
and personnel changes that will transform
our organisation and provide a stronger
platform for future success. Encouragingly,
whilst an acceleration in our growth rate is
a long-term commitment, our best openings
and signings performance in a decade,
alongside strong financial results, shows we
are already having an impact.
Focus on growth
As a Board, we want to ensure that a
focus on accelerated growth adheres to
the high-quality principles we uphold as
a business. This means maintaining our
discipline, committing resources in keeping
with our strategic direction, and working
with owners who share our values. Operating
in this responsible way is central to IHG’s
long-term track record of delivering
high-quality, sustainable growth for
all our stakeholders.
A key role of the Board is to challenge
and support the business in its corporate
decision making, and we have a breadth of
diversity, skills and experience to draw upon
in order to add value to the decisions we
make as a company. We strongly believe
that different perspectives enrich a business
and we recognise the importance of gender
balance too, with more than a third of our
Board being female and half of our
committees chaired by women.
4
IHG | Annual Report and Form 20-F 2018
Strategic Report “ Our focus in 2018 has been
strengthening the execution
of our strategy, and laying the
foundation for faster growth”.
In addition to collaborating as a Board with
senior leadership on the implementation of
organisational changes in 2018, significant
moves to strengthen our brand portfolio
were also on the agenda, with the
$39 million acquisition of a 51% stake in
Regent Hotels & Resorts in July, and an
agreement to rebrand and operate a
collection of high-quality properties in the
UK. Both deals, and our recent acquisition
of Six Senses Hotels Resorts Spas, illustrate
IHG’s commitment to strengthening our
luxury presence.
In what was his first full year as Chief
Executive Officer, Keith Barr has shown a
great ability to lead the business and engage
external stakeholders during a significant
period of change. On behalf of the Board,
I would like to congratulate Keith and his
leadership team on injecting a fresh energy
into IHG, and a renewed focus on working
collectively at speed to drive growth through
attractive brands and strong owner support.
Illustrative of IHG’s inclusive approach is
a commitment to launch a share plan for
corporate colleagues outside of IHG’s
senior leadership. The plan, which is
subject to shareholder and regulatory
approval, recognises the role that all corporate
colleagues play in IHG’s success and our
promise to ensure they have the opportunity
to benefit as our Company grows.
Managing risk
Operating a business in more than 100
countries requires a considered and agile
approach to managing risks associated with
our industry and evolving business model,
actively taking opportunities to pursue growth
and managing risks carefully where we have
less tolerance for uncertainty. Reflecting this
and the Board’s responsibility to uphold the
highest ethical standards and corporate
governance, we regularly review areas for
improvement, training and development.
In 2018, the Board attended presentations
on key corporate governance, consumer,
technology and cybersecurity themes, and
spent time reviewing opportunities to further
increase transparency and enhance IHG’s
trusted reputation through changes related
to the 2018 UK Corporate Governance Code.
On cybersecurity in particular, an external
risk assessment was undertaken, which
focused on industry specific issues, our
current capabilities, recent progress and
a forward-looking plan that will remain
in focus in 2019.
It’s important to remember that our scale
also brings many opportunities. Not only
does it allow us to manage volatility and
continue to grow our business, but it also
provides a valuable platform to care for
the environment and give back to local
communities within which we operate.
This is extremely important to IHG.
Contributing to a broader social purpose
is something our colleagues are passionate
about, and we know the actions we take are
increasingly followed by a wider range of
stakeholders, from guests and corporate
clients to investors.
We’re proud of our commitments in this area,
and whether it’s by helping hotels better
manage their carbon footprint, creating a
chance to build a career in hospitality, or
offering support in times of disaster, it’s
important to everyone at IHG that we help.
Shareholder returns
I am pleased to announce that the Board
is recommending a final dividend of 78.1 cents
per ordinary share, an increase of 10% on the
final dividend for 2017. This results in a
full-year dividend of 114.4 cents per share,
up 10% on 2017. During the year, the Board
also approved a $500 million special
dividend with share consolidation, which
was paid to shareholders in January 2019.
This takes the total funds returned to
shareholders since 2003 to $13.6 billion,
representing value through both our
programme of asset sales (which concluded
in 2015), and the strength of our cash
generative business model and ability
to drive organic growth.
We continue to grow our business in a
way that ensures shareholder returns do not
come at the expense of other stakeholders.
Guided by our successful strategy, we’re
able to invest in initiatives that drive
growth, create a rewarding culture for
our colleagues, and deliver strong returns
for owners, all whilst delivering on our
commitments to shareholders. As a Board,
we will continue in 2019 to promote and
instill the culture, values, systems and
controls that make this possible.
I would like to sincerely thank all colleagues
for their hard work and commitment to IHG
and our brands in 2018, and our owners and
investors for their continued confidence in
our business.
Patrick Cescau
Chair
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Chair’s statement
5
Chief Executive Officer’s review
Keith Barr
Chief Executive Officer
Key 2018 highlights
Total room signings
98,814
The highest number in a decade
New brands
2
Regent Hotels & Resorts and voco™ added
to brand portfolio
Total room openings
56,343
The highest number in a decade
IHG Concerto™
5,603
Global roll out to all hotels
In almost two decades spent with IHG,
I have seen the Company reach many
milestones, but the pace and scale of
achievements delivered in 2018 mark
a period of important change, and an
ambition to ensure our already successful
business is best equipped to reach its
enormous potential.
As one of the world’s leading hotel
companies, we already have a family
of much-loved brands, a strong loyalty
proposition, outstanding hotels, talented
teams, and long-standing owner
relationships in key markets globally. These
elements are the foundation upon which we
have executed a clear and effective strategy,
helping to significantly grow our business in
recent years and create substantial returns
for all our stakeholders.
When I became Chief Executive Officer in
July 2017, it was with a clear vision to make
our strategy work harder, by strengthening
our brands, guest experiences and owner
proposition. Enabling these are reorganised
functions, freed-up capacity and a sharp
focus on prioritised initiatives that together
will further increase our competitiveness
and accelerate our growth, adding more
high-quality hotels to our system at a
faster pace.
As a result, there has been change within
our business in 2018, and it is a real
testament to all our colleagues that we made
such huge progress, whilst still driving strong
operational and financial performance.
Accelerating our growth
As of January 2018, we combined our Asia,
Middle East and Africa operating region with
Europe, in order to allow us to better use our
scale, share best practice, and increase
investment in specific markets.
More broadly, we moved to a new
organisational structure that allows us to
work faster and more effectively as one
global team. Two changes formed a key part
of this work. Firstly, the integration of our
Commercial and Technology functions to
help maximise revenue delivery and bring
new products and services to market faster.
Secondly, the creation of a new Global
Marketing Organisation which combines
our brand, loyalty and marketing capabilities.
This change puts our full might behind new
global teams responsible for driving the
growth and performance of our mainstream,
upscale and luxury brands.
Using our new organisational framework,
we outlined a series of strategic growth
initiatives in February 2018, funded by
a reinvestment of $125 million in annual cost
savings by 2020. These initiatives focus on
optimising our brand portfolio; enhancing
hotel revenue delivery through digital and
technological innovation that enriches the
guest experience; improving our owner
proposition across development,
hotel openings and performance; and
strengthening our IHG Rewards Club
loyalty programme through personalisation
and powerful partnerships.
Financial performance
While our initiatives are multi-year focused,
significant progress in 2018, supported
by new ways of working, contributed to a
strong annual performance. We delivered
a 6% increase in underlying operating profit
and our best performance for openings
and signings in a decade, leaving us
well positioned for future growth.
Our Holiday Inn® Brand Family remains IHG’s
growth engine, and represented almost half
of total signings in 2018. Driving this demand
is our continued use of consumer and owner
6
IHG | Annual Report and Form 20-F 2018
Strategic Report insights to improve experiences and returns
through new designs and services. Equally,
the work we are doing to strengthen Crowne
Plaza in the Americas through our Accelerate
programme is also driving improvements in
key hotel metrics.
Another key highlight in 2018 was the
growth of Kimpton Hotels & Restaurants,
where we doubled signings year-on-year, and
secured a presence in 14 countries, including
locations in London, Bangkok, Tokyo and
Mexico City. Equally impressive was the
continued phenomenal demand for our
newest mainstream brand, avid hotels, which
has 171 hotels in the pipeline and one
property already open. On top of that we
celebrated openings of our 200th
InterContinental, and 100th Hotel Indigo.
To help accelerate our growth, we’ve
been clear that we will capitalise on
opportunities for our portfolio too, and the
acquisition of a majority stake in Regent
Hotels & Resorts was a key moment. Regent
is a well-respected brand at the top tier of
luxury, where we know many owners want to
work with IHG. We have repositioned the
brand to appeal to modern luxury travellers,
and we are excited about the prospect of
growing its portfolio from six hotels to more
than 40 in the years ahead.
sit at the very top tier of our luxury offer, and
our plans to launch a new all-suites upper
midscale brand into the US later this year.
Transformational technology
As well as the right brands, guests and
owners want the right technology, and the
global rollout in 2018 of IHG Concerto™
was a significant milestone.
This cloud-based technology platform,
which includes our industry-leading Guest
Reservation System, allows us to bring
together all our core hotel systems,
providing the right mix of technology, data
and functionality needed to improve stay
experiences and help owners drive revenue
and performance. In 2019, we will develop a
second phase focused on enhancing the
reservation experience, with hotels able to
highlight attributes they know guests value,
from a particular room size to specific views.
Ensuring we offer the right platforms and
experiences to deliver revenue to our hotels
is crucial to our business. Digital revenue,
which is our lowest cost booking channel,
grew by 13% in 2018 to $5.3 billion. Ensuring
we find more ways to enrich everything from
bookings to stays and marketing, whilst
placing the utmost importance on data
privacy and security, remains a significant
priority for IHG.
“ Supported by our people,
strategic initiatives and positive
industry trends, we are confident
in our prospects.”
We also launched our new upscale brand,
voco, which offers a different avenue of
growth for IHG and is already attracting
strong interest. The brand will principally
focus on conversion opportunities and work
with owners of high-quality hotels looking
to quickly take advantage of a strong brand
and systems to drive growth. We’ve
already opened two hotels and have
another eight in the pipeline.
Supporting growth of both our Kimpton and
voco brands was the deal in May to rebrand
and operate a collection of UK portfolio
properties – an agreement which made
IHG the leading luxury hotel operator in
that market.
Continuing this momentum, in February 2019
we announced the $300 million acquisition
of Six Senses Hotels Resorts Spas, which will
Special culture
The scale of change achieved alongside
our performance has not been without
challenges but as I have travelled around our
business, the enthusiasm of colleagues to
embrace change encapsulates IHG’s special
culture, and we continue to focus heavily on
keeping people informed and supported.
We are proud to have been recognised as a
2018 Aon Global Best Employer for a second
consecutive year, and listed in the 2018
Hampton Alexander Review as one of the
top 10 FTSE 100 companies for female
representation across our Executive
Committee and direct reports. We place
huge importance on our diverse and
inclusive culture; and several initiatives
led by a newly formed Global D&I Board,
which I chair, will ensure further progress.
For any company, having the right strategy,
structure and growth initiatives in place is
of course crucial, but we recognise that
ensuring we grow in a responsible way
is equally important. Embedded in our
business are a range of standards, policies
and programmes that engender the right
culture among our hotels, offices and
suppliers, and helps us have a positive
impact on the environment and local
communities within which we operate.
Ensuring this is achieved across our
operations, we embarked on 2018-2020
Responsible Business Targets during the
year, which broadens our focus to areas of
environmental sustainability, community
impact, our people and procurement.
This ranges from providing hospitality
skills training to thousands through our
IHG® Academy, to helping our hotels reduce
their carbon footprint and increasing the
diversity of our senior leadership.
Supporting our targets around community
impact, we also launched our new True
Hospitality for Good programme, which
gives colleagues greater involvement in
the IHG charity partners they wish to
support, and puts more focus on
volunteering for great causes. Almost
140,000 colleagues took part in the
programme in 2018, helping support
charities working to offer education and
skills in hospitality, or providing disaster
relief efforts globally.
We were delighted to be named an
industry leader in sustainability for a second
consecutive year on the S&P Dow Jones
Sustainability Indices, and more broadly to
receive several notable awards that show the
progress we continue to make as a business.
These include HICAP’s Merger and
Acquisition of the year award for our Regent
deal, and InterContinental Hotels & Resorts
being named the world’s leading hotel brand
at the World Travel Awards for the 12th time.
Thank you
I truly appreciate the amazing work and
efforts of all of our colleagues in our hotels,
corporate offices, and service centres
globally. The energy and passion that they
have put into delivering our purpose of
providing True Hospitality is extraordinary.
Thank you also to our owners for their
partnership and confidence in our brands.
Supported by our people, strategic initiatives
and positive industry trends, our prospects
for growth are strong and we look forward
to 2019 with optimism.
Keith Barr
Chief Executive Officer
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Chief Executive Officer’s review
7
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.
a Source: STR, Inc
b Source: Oxford Economics
Overview of global hotel industry
Geography
The US is the largest hotel
market, whilst China
continues to growa
Branded hotels
The top five hotel groups
have increased their
market share by 6%a
Segment
The hotel industry
can be categorised
by price levela
2018
2017
2016
2015
2014
2013
2012
9%
% of room
revenue
40%
51%
Americas
Rest of the world
Greater China
24.9%
23.8%
23.2%
22.7%
6%
19%
14%
% rooms
16%
23%
22%
Luxury
Upper
Upscale
Upscale
Upper
Midscale
Midscale
Economy
19.8%
19.2%
19.0%
% rooms
Hotel industry growth drivers: 10-year annual growth rate
Global GDP
Global household income
Global corporate profits
+2.5
%
CAGRb
Indicator of economic
growth – hotel performance
correlates with GDP
+2.8
%
CAGRb
Growing consumer spending
and leisure travel, supported
by cheaper air travel
+4.2
%
CAGRb
Good indicator of
business travel demand
– continues to grow
Global hotel industry performance
Global Industry RevPAR ($)a
RevPAR growth suggests
solid lodging demand
Global rooms supply (m rooms)a
Supply growth reflects the
attractiveness of the hotel industry
2018
2017
2016
2015
2014
82.8
79.8
76.7
75.2
71.9
2018
2017
2016
2015
2014
Hotel business models
17.8
17.4
17.0
16.7
16.4
There are two principal business models
used by branded hotel groups:
• Fee-based, asset-light model
– Franchised – owned and operated
by parties distinct from the brand,
who pay fees to the hotel company for
the use of their brand.
– Managed – operated by a party
• Owner-operated, asset-heavy model
– Owned – operated and branded by
the owner who bears all of the cost
but benefits from all of the income.
– Leased – similar to owned, except
the owner-operator does not have
outright ownership of the hotel but
leases it from the ultimate owner.
distinct from the hotel owner, who
pays management fees and, if the
hotel uses a third-party brand name,
fees to that third-party also.
Asset-heavy business models allow tighter
control over hotel operations, whilst
asset-light models enable faster growth
with lower capital investment.
8
IHG | Annual Report and Form 20-F 2018
Strategic Report
InterContinental Shanghai Wonderland, China
Power of the cloud
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.
Trends shaping our industry
Demand for branded experiences
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.
Diverse consumer needs
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,
today’s 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.
20+a
New brands launched in the the last decade
by the top five hotel groups
46%b
Of predicted US business trip spending will be by
millennials, by 2020
90%c
Data in the world was generated in last two years
voco™ launched in 2018
Artificial Intelligence Smart Rooms
IHG Concerto™
a Source: STR, Inc
b Source: Boston Consulting Group, Inc
c Source: Forbes Media LLC
These pages should be read together
with our principal risks on pages 26 to 30
and risk factors on pages 182 to 186.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Industry overview
9
Our brands
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.
With a purpose to provide True Hospitality
for everyone at our core, the changes we
have made leave us better equipped to keep
our existing brands fresh and relevant, and
to broaden our portfolio as we create the
optimum mix of options for both our guests
and owners.
Alongside a strong loyalty proposition,
innovation and technology, and enhanced
operational solutions for our owners, we are
providing the foundations for industry-leading
net rooms growth over the medium term.
Reflecting the early impact of our changes,
we delivered our best openings and signings
performance in a decade in 2018.
Mainstream
IHG is the clear global leader within the mainstream segment, with 16% of existing
global market share by rooms and 25% of the pipeline. Our mainstream brands operate
across the midscale and upper midscale market segments, from full service hotels
offering full-service facilities, to extended stay hotels which offer longer term
accommodation compared to a traditional hotel. We are focused on enhancing our
iconic brands, launching fast-growing new ones and expanding an already strong
presence in extended stay.
Building on our mainstream strength, in February 2019 we announced plans to launch
into the US a new all-suites upper midscale brand, targeted at an underserved $18
billion industry segment.
Annual industry
global segment
revenue
$115bn
Industry revenue
growth potential
to 2025
$65bn
Holiday Inn Hotels & Resorts®
One of the world’s most iconic and trusted
brands, Holiday Inn is delivering warm and
welcoming experiences for guests staying
for business or pleasure. With a breadth of
property types from urban centres to beach
resorts, the brand continues to drive
demand with a focus on service, improved
guest room and public area designs, and
new food and beverage offers.
Holiday Inn Express®
Our Holiday Inn Express brand offers guests
simpler, smarter travel experiences. Demand
for our industry’s largest brand by rooms
continues to grow, helped by new guest
room designs and an enhanced breakfast
offer that are leading to greater satisfaction
scores. In China, the brand’s tailored
franchise model has contributed to record
growth in 2018, with 71 hotels signed.
1,224
Open hotels
288
Pipeline hotels
2,726
Open hotels
784
Pipeline hotels
10
IHG | Annual Report and Form 20-F 2018
Strategic Report Holiday Inn Club Vacations®
More than 340,000 families now make our
Holiday Inn Club Vacations brand their
choice for vacation ownership. Continuing
its impressive growth, the brand welcomed
its 27th resort in 2018, further enhanced
brand standards, renovated more than 1,000
villas, and introduced attractive benefits to
enhance the member experience.
Candlewood Suites®
Our US-focused extended stay brand,
Candlewood Suites, continues to delight its
long-term guests, and was named 2018’s
number one hotel for midscale extended
stay by Business Travel News. The brand
has more than tripled in size since it was
acquired by IHG in 2004 and continues to
grow strongly, with a new 2019 hotel design
expected to add further momentum.
27
Open hotels
0
Pipeline hotels
396
Open hotels
102
Pipeline hotels
Staybridge Suites®
Featuring thoughtful amenities and spacious
suites that provide a break from the norms of
conventional travel, our extended stay brand
Staybridge Suites was ranked first in its class
for guest satisfaction in 2018’s J.D. Power
survey for North America. Growing strongly
in the US and expanding internationally, the
brand will benefit from fresh new hotel
designs rolling out globally.
avid™ hotels
Launched in September 2017, our avid brand
has enjoyed huge success, with signings in
the US, Canada and Mexico, a development
agreement in Germany, and one hotel
already open. Priced below Holiday Inn
Express, avid delivers the essentials
exceptionally well at good value for guests,
and provides owners with an attractive brand
that’s efficient to build, operate and maintain.
276
Open hotels
182
Pipeline hotels
1
Open hotels
171
Pipeline hotels
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Our brands
11
Our brands continued
Upscale
In a broad market segment, we
continue to focus on ensuring we offer
attractive brands that deliver distinct
experiences – from business travel to
wellness-focused stays.
Improved service and modern designs
will further enhance our existing
brands as we grow them globally, and
we are creating new opportunities for
owners to quickly take advantage of
our scale, systems and expertise.
Annual industry
global segment
revenue
Industry revenue
growth potential
to 2025
$40bn
$20bn
Crowne Plaza® Hotels & Resorts
Our Crowne Plaza brand champions a
modern way of business travel through
distinctive stay and meeting experiences.
Recognised for award-winning innovative
designs and marketing, the brand is focused
on growing its small-to-mid-size meetings
offer and rolling out key service and Sleep
Advantage programmes that are helping
deliver superior guest stays.
voco™ Hotels
Launched in June 2018, our new distinctive
upscale brand primarily focuses on conversion
opportunities, offering owners of high-quality
unbranded hotels the ability to combine the
character of an individual property with rich
guest experiences and IHG systems. Our first
voco hotels are already open in Cardiff and on
Australia’s Gold Coast, with signings ahead
of expectations.
429
Open hotels
79
Pipeline hotels
2
Open hotels
8
Pipeline hotels
HUALUXE® Hotels and Resorts
The first upscale international hotel brand
designed for Chinese guests, we’ve adapted
and evolved HUALUXE using consumer and
owner insight to deliver a more competitive
offer. Receiving awards for best business
hotel brand, HUALUXE is driving strong guest
satisfaction scores, and will welcome two
iconic new openings in 2019 – HUALUXE Xi’an
Hi-tech Zone and HUALUXE Xi’an Tanghua.
EVEN® Hotels
With every square-foot of an EVEN
property designed for travellers seeking
a healthier and happier stay when away
from home, our wellness-focused brand is
meeting an increasing demand from guests
and owners. Predominantly US-based, we
are expanding internationally with pipeline
properties in both Greater China and
New Zealand.
Hotel Indigo®
Already one of the largest global boutique
hotel brands by number of hotels, we
celebrated our 100th hotel opening in 2018
and our estate is set to almost double in size in
the next five years. Serving growing demand
for authentic local neighbourhood
experiences, we are increasing guest
satisfaction scores and seeing new hotel
signings reach record levels.
8
Open hotels
21
Pipeline hotels
10
Open hotels
18
Pipeline hotels
102
Open hotels
92
Pipeline hotels
12
IHG | Annual Report and Form 20-F 2018
Strategic Report Luxury
With a strong heritage and expertise
in luxury, we are growing our offer to
ensure we cater for a range of needs
in desirable destinations, from the top
tier of the luxury segment through to
boutique luxury. In February 2019, we
further enhanced our offer with a $300
million acquisition of top tier luxury
operator Six Senses Hotels Resorts
Spas. A comprehensive luxury
proposition strengthens our loyalty
offer, attracts more corporate
customers and creates a broader
owner base to work with.
Annual industry
global segment
revenue
Industry revenue
growth potential
to 2025
$60bn
$35bn
Regent Hotels & Resorts
Our acquisition of a majority stake in the
Regent brand in July 2018 gives IHG a vital
presence in the top tier of luxury. For decades
a benchmark for the top tier of luxury hotels,
we see potential to grow the brand to more
than 40 key destinations – creating a luxury
halo for our entire estate. With new hallmarks,
designs and service, we have evolved the
brand for modern luxury travellers.
6
Open hotels
3
Pipeline hotels
InterContinental® Hotels & Resorts
The world’s first and largest luxury hotel
brand celebrated its 200th opening in 2018,
with new hotels including Shanghai
Wonderland and San Diego, and was named
the world’s leading hotel brand at the World
Travel Awards for a 12th time. An enhanced
Club InterContinental experience, global
marketing campaign, new designs and
luxury B2B focus are helping drive demand.
Kimpton® Hotels & Restaurants
Known in the US for its highly-personal
service and playful design, our Kimpton
brand is now attracting strong interest in key
international markets. We finished 2018
having secured a presence in 14 countries,
including openings in Toronto and London
and signings in Barcelona, Tokyo and
Bangkok. The brand also ranked 6th on
Fortune’s 100 Best Companies to Work For list.
204
Open hotels
60
Pipeline hotels
66
Open hotels
27
Pipeline hotels
Loyalty
One of the industry’s leading loyalty
programmes, IHG Rewards Club is our
way of ensuring that travel is experienced
the way it should be: personal, simple
and rewarding.
IHG® Rewards Club
IHG Rewards Club helps build valuable
relationships with members, strengthens
their bond with our hotel brands, drives
direct bookings, and encourages guests
to further explore our hotel portfolio. It
allows us to create experiences that truly
reward guests for their custom, from
promotions to partnerships, to welcome
amenities and perks. We’re focused on
making those experiences even better.
In 2018, we launched two new US IHG
Rewards Club co-branded credit cards,
allowing customers to earn accelerated
rewards and enjoy additional travel
benefits. We also integrated Kimpton’s
loyalty programme, Kimpton Karma, into
IHG Rewards Club, giving Kimpton
members access to all IHG’s brands, and
IHG Rewards Club members a chance to
earn points and redeem Reward Nights at
our Kimpton properties.
We continue to innovate IHG Rewards Club
to build stronger and deeper relationships
with our guests, and to drive high value
revenue across our hotel estate. Loyalty
members are seven times more likely to
book direct, and over the last four years
we have increased loyalty room revenue
contribution by 4%ppts to 43%. We are
currently testing new features designed
to increase member engagement with
variable point pricing, for roll out
during 2019.
For more information on our
brand portfolio see page 21.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Our brands
13
Our business model
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.
Our asset-light strategy enables us to grow
our business whilst generating high returns
on invested capital.
Whether we franchise or manage hotels
is largely dependent on market maturity,
owner preference and, in certain cases,
the particular brand. For instance, in
more developed markets such as the US
and Europe, over 90% of IHG hotels are
franchised. By contrast, in emerging
markets such as Greater China, 91%
of IHG hotels are managed by IHG.
Over time, we believe the Chinese market
will move towards a franchised model. We
successfully launched the first tailored
franchised offer for Holiday Inn Express in
2016 and have since expanded this to
include Holiday Inn and Crowne Plaza.
IHG’s owner proposition
We focus on ensuring our brand portfolio
provides a differentiated offering for both
guests and owners, and we continue to
invest in building a superior owner
proposition. For our owners we have
developed state-of-the-art technology to
drive hotel demand, be it through our mobile
booking app, or our cloud-based hotel
solutions. Our distribution channels (call
centres and booking sites, through which
hotel rooms are marketed and booked),
allow hotel owners to reach potential guests
at a lower cost. Over the last three years, the
proportion of rooms revenue booked
through IHG’s direct and indirect channels,
has been steadily increasing. For guests,
we ensure different brands deliver
on their expectations, and we continually
look to enhance our brand proposition and
our IHG Rewards Club loyalty programme.
For further information on
our brands see pages 10 to 13.
While our business model means that
we do not employ colleagues in
franchised hotels nor do we control
their day-to-day operations, policies or
procedures, IHG and its franchised
hotels are committed to delivering a
consistent brand experience,
conducting business responsibly, and
delivering True Hospitality. See pages
22 to 25 for more information.
How we generate revenue and deliver value
Revenue from reportable segments
Our revenue is directly linked to the
revenue generated by the hotels in
our system.
23%
77%
Fee business
Owned, leased and managed lease hotels
Franchised
Managed
576,979
rooms
253,566
rooms
Central
Revenue is principally
technology fee income
see page 49
Owned, leased and
managed lease
5,996
rooms
Franchised hotels
From our franchised hotels we receive a
fixed percentage of the room revenue
following a guest staying at the hotel. This
is our fee revenue. We deliver value to our
hotel owners through cultivation of hotel
brands, economies of scale, access to
shared systems and resources,
guest demand across the brand estate
and centralised marketing activity to drive
hotel guest bookings.
$
IHG fee revenue
IHG System Fund
$
$
$
Guests
Hotel
Hotel owner
Our fee revenue:
Rev PAR
X
Rooms
X
Royalty rate
Managed hotels
From our managed hotels we generate
revenue through a fixed percentage of the
total hotel revenue and a proportion of the
hotel’s profit. As well as the benefits we
deliver through our franchise model, we
drive value to our managed hotel owners by
optimising the performance of their hotels.
Owned, leased and managed lease hotels
For hotels which we own or lease, we
record the entire revenue and profit of the
hotel in our financial statements. Our
owned, leased and managed lease hotels
have reduced from over 180 hotels 17 years
ago, to 23 hotels at 31 December 2018.
14
IHG | Annual Report and Form 20-F 2018
Strategic Report IHG revenue from reportable segments and the System Fund
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.
Total Gross Revenue
2018: $27.4 billion. This comprises:
• Franchised hotels =
total rooms revenue
• Managed hotels =
total hotels revenue
• Owned, leased and
managed lease hotels =
total hotels revenue
(Only owned, leased and managed lease hotel revenue is directly attributed to IHG.)
Third-party hotel owners pay:
Fees to IHG in relation to the licensing
of our brands and, if applicable, hotel
management services.
Assessments and contributions are
collected by IHG for specific use within
the System Fund.
IHG revenue from reportable segments
System Fund revenues
2018: $1.9 billion
2018: $1.2 billion
Revenue attributable to IHG and
this comprises:
• Fee business revenue from reportable
segments: in 2018, 77% of our revenue
came from franchise and management
fees, and central revenues:
The System Fund is not managed to a
profit or loss for IHG, but for the
benefit of hotels in the IHG system,
and comprises:
• Assessments and contributions
paid by hotels.
– Franchise fees = RevPAR x rooms
• Revenue recognised on consumption
x royalty rate.
of IHG Rewards Club points.
(See page 49 for more information.)
– Management fees = fee % of total
hotels revenue plus % of profit.
– Central revenue (principally
technology fee income –
see page 49).
• All revenue from owned, leased and
managed lease hotels.
IHG reported Group revenues (excluding reimbursable revenue)
Profit from hotel revenues
After operating costs of sale, our
margin by business model is as follows:
• Fee business after overheads: 52.4%.
• Owned, leased and managed
lease: 6.9%.
Not all of our costs can be allocated
directly to revenue streams and
these are shown as central
infrastructure costs.
Key elements of System
Fund expenditure
• Marketing and sales activity.
• IHG Rewards Club loyalty programme.
• Global distribution systems, such
as our Guest Reservation System.
For examples of how we have
deployed the System Fund in 2018
to support our strategic priorities,
please see pages 20 and 21.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Business model
15
Our business model continued
Disciplined approach to capital allocation
Our priorities for the uses of cash are consistent with previous years and comprise of:
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.
Beyond this, we look to return surplus cash
to shareholders through ordinary and
special dividends and share buybacks.
Invest in
the business
Our objective is to maintain an investment
grade credit rating. One of the measures
we use to monitor this is net debt:EBITDA
and we aim for a ratio of 2.0-2.5x. The
ratio at 31 December 2018 was 1.7x.
Following the adoption of IFRS 16 ‘Leases’
(see page 115), from 1 January 2019 we
will aim to maintain a net debt:EBITDA
ratio of 2.5-3.0x, which is equivalent to
our guidance under the previous
accounting standard.
Through strategic investments and
our day-to-day capital expenditures
we continue to drive growth.
Final dividend
The Board has proposed a final
dividend per ordinary share of
78.1¢. With the interim dividend per
ordinary share of 36.3¢, the
full-year dividend per ordinary
share for 2018 will total 114.4¢.
Maintain sustainable
growth in the
ordinary dividend
IHG has a progressive dividend
policy which means we look to
grow the dividend per ordinary
share each year.
Capital investments net ($m)
250
225
200
175
150
125
100
75
50
25
0
-25
226
185
202
158
2015
2016
2017
2018
Maintenance capex, key money and
selective investments
System fund capital investments
Recyclable investments
Ordinary dividend progression (�)
120
100
80
60
40
20
11% CAGR
78
71
64
58
52
47
43
39
35
21
23
25
16
28
30
33
36
1
1
0
2
2
1
0
2
3
1
0
2
4
1
0
2
5
1
0
2
6
1
0
2
7
1
0
2
8
1
0
2
29
29
29
26
19
19
17
7
3
0
0
2
0
8
4
0
0
2
12
8
7
5
0
0
0
0
2
2
Interim Final
Interim
10
6
0
0
2
Final
12
8
0
0
2
12
9
0
0
2
13
0
1
0
2
Return
surplus funds
Shareholder returns 2003-18 ($bn)
5.7
13.6
In October 2018, we announced a
$500m capital return to shareholders
via a special dividend and share
consolidation. The special dividend
was paid on 29 January 2019.
7.9
Asset
disposals
Operational
cash flows
Total
16
IHG | Annual Report and Form 20-F 2018
Strategic Report Dividend policy
The Board constantly reviews the
Group’s approach to capital allocation
and seeks to maintain an efficient balance
sheet and investment grade credit rating.
IHG has a progressive dividend policy
and excellent track record of returning
funds to shareholders through ordinary
and special dividends, and share
buybacks, with the ordinary dividend
seeing 11% CAGR since 2003. This is
in addition to special returns of funds
detailed on page 198.
When reviewing dividend recommendations,
the Directors also take into account
stakeholder interests, the long-term
sustainable success of the Company
and ensure that there are sufficient,
distributable reserves.
For more details on our dividend policy
and approach, see pages 4 and 50.
IHG’s 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.
Recyclable investments to drive the
growth of our brands and our expansion
in priority markets.
System Fund capital investments
for strategic investment to drive growth
at hotel level.
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.
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.
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.
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.
Examples of maintenance spend includes
maintenance of our offices, systems
and our owned, leased and managed
lease hotels.
Examples of key money include
investments to secure representation for
our brands in prime city locations.
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.
Recently we rolled out our new pioneering
cloud-based Guest Reservation System,
one of IHG Concerto’s comprehensive set
of capabilities, which we developed
with Amadeus.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Business Model
17
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.
Overview of strategy
Our Strategic Model focuses on value-
creation by building preferred brands,
delivering a superior owner proposition,
strengthening our loyalty programme,
leveraging scale and generating revenue
through the lowest-cost direct channels.
Our targeted portfolio, together with
disciplined execution of our strategy and a
commitment to doing business responsibly,
are designed to achieve industry-leading net
rooms growth over the medium term.
Whilst executing our strategy we target
the most attractive markets and segments,
prioritising our resources and investments
based on growth potential, strategic
importance and IHG’s ability to build scale.
This reflects our ambition to accelerate our
growth trajectory and build on our strong
global competitive position. Our brands
operate in the mainstream, upscale and
luxury segments which in our view are the
highest opportunity segments based on
guest needs. In addition, we focus on key
countries and cities in markets where there
is high growth potential, and look to invest
ahead of demand.
Our strategy is executed through a strong
set of values, business behaviours and
talented people.
Our strategic approach to
value creation
Strategic Model
Targeted portfolio
5
1
IHG’s
Strategic
Model
2
4
3
1
Build and leverage scale
2
Strengthen loyalty programme
3 Enhance revenue delivery
4 Evolve owner proposition
5
Optimise our preferred
portfolio of brands for owners
and guests
• Attractive markets
•
•
Highest opportunity
segments
Managed and
franchised model
Disciplined
execution
• New organisational design has redeployed resources
to leverage scale and accelerate growth
• Growth initiatives funded by Company-wide
efficiency programme
Whilst doing business responsibly
• We focus on having a strong, diverse, innovative and inclusive culture
• We are committed to having robust business ethics
• We embrace our responsibility for the environment, the communities we work in
and responsible procurement
Our strategy should be read together with
our culture, key stakeholders and doing
business responsibly (pages 22 to 25),
and our principal risks and uncertainties
(pages 26 to 30).
For further information on our strategy,
go to www.ihgplc.com/about-us under
Our strategy.
18
IHG | Annual Report and Form 20-F 2018
Strategic Report 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 IHG’s 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.
Build and
leverage scale
Strengthen loyalty
programme
Enhance revenue
delivery
Evolve owner
proposition
Optimise our
preferred portfolio
of brands for
owners and guests
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.
Having an attractive, differentiated loyalty
offering tailored to our guests’ needs is
critical to IHG’s continuing success. We are
continually innovating 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.
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. Digital and
technological innovation, alongside strong
brands and compelling loyalty, is key in
ensuring IHG continues to manage
revenue delivery effectively.
Within our asset-light business model,
maintaining positive relationships with
long-standing owners and constantly
forging new owner relationships 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.
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 IHG’s success and future growth.
• 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.
For further information see our
accelerating our growth case study
on page 20.
• Over the past four years we have increased
our loyalty contribution by 4%ppts to 43%.
For further information on loyalty and
IHG Rewards Club see page 13.
• 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.
For further information on
IHG Concerto see page 21.
• We invest in our hotel lifecycle capabilities,
providing strong support for our owners
from signing to opening a hotel, to
future refurbishments.
For further information on how we
evolve our owner proposition see our
accelerating our growth case study
on page 20.
• 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.
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
Our Strategic Model in action
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.
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
IHG’s 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.
20
IHG | Annual Report and Form 20-F 2018
Holiday Inn Express
Hong Kong Kowloon East, China
On the left, in the background: Crowne Plaza
Hong Kong Kowloon East, China
Strategic Report IHG Concerto™
IHG Concerto provides our
hotels with the most sophisticated
cloud-based technology platform
in the industry.
A pivotal point in IHG’s ambitious technology roadmap, the
global roll out of IHG Concerto was completed in 2018, with additional
functionality set to be introduced in a phased launch later in 2019.
IHG Concerto brings together a comprehensive set of capabilities,
including IHG’s industry-leading Guest Reservation System and an
enhanced Revenue Management System, into one single, seamless
hotel management tool. In 2018, hotel feedback has been
overwhelmingly positive with regards to the simplicity and ease of
navigation of the new system, the modern intuitive interface, and the
ease of the General Manager’s dashboard, which enables them to
better manage a hotel’s performance.
As IHG Concerto enters the next phase of its development and
we continue to evolve our industry-leading Guest Reservation
System, we will deliver an even richer guest experience, with better
presented content and attributes that guests value, such as views
and room sizes, highlighted for ease.
IHG Concerto adding value:
• Thanks to a more efficient management system, hotel colleagues
have more time to deliver richer experiences to guests;
• Owners benefit from smarter revenue management tools; and
• In the future, guests will be able to customise their stay based
on features they find important – made possible by new ways of
classifying and selling room inventory.
Kimpton Fitzroy London, United Kingdom
For further information about
our Brands see pages 10 to 13.
5,603 hotels
Global roll out of IHG Concerto™
to all hotels
Enhancing our brand portfolio
IHG’s continued success relies on ensuring our existing brands
remain fresh and relevant to changing guest and owner needs,
and that we add new brands in areas of high demand.
We made significant progress in 2018, including:
• Continued roll out of new room and public space designs
and service enhancements for our Holiday Inn and Holiday Inn
Express brands.
• Extending our franchise offer in Greater China to our Holiday
Inn and Crowne Plaza brands, following the rapid success of
our tailored Holiday Inn Express Franchise Plus model.
• Continued international expansion of Kimpton Hotels &
Restaurants in key destinations including Tokyo, Barcelona,
Frankfurt and London.
• Agreement to rebrand and operate a collection of UK
portfolio properties – a deal which made IHG the UK’s leading
luxury hotel operator.
• In mainstream: our first avid property is open in Oklahoma, US;
we have 171 properties in our pipeline; and we’ve signed a Multi
Development Agreement in Germany.
• In upscale we launched our voco brand in June, with two
hotels already open and another eight in the pipeline
across our EMEAA region.
• In the top tier of luxury we acquired a majority stake in the
Regent Hotels & Resorts brand. Following a brand repositioning,
we have signed three hotels since acquisition in Kuala Lumpur, Bali
and Chengdu.
• 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.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Our Strategic Model in action
21
Our culture, key stakeholders and doing business responsibly
Our focus on doing business responsibly and the way we
interact with our stakeholders, helps create a diverse, healthy
and inclusive culture.
Our culture
Creating and reinforcing a culture of strong
leadership, diversity and inclusion, robust
business ethics and respect for the
environment and society, underpins our
ability to deliver our purpose and strategy.
It is essential to our long-term success that
we have an excellent reputation and are
a trusted company.
Commitment starts at the top, with our Board
focused on promoting a healthy and
responsible culture across the business, and
our CEO and senior executives accountable
for embedding and reinforcing our unique
culture. The Board receives regular updates
on employee matters and culture from the
Chief Human Resources Officer, whilst our
CEO ensures our culture is aligned with our
Company purpose.
Our growth behaviours and values
During 2018 as part of our strategic initiatives
programme, we enhanced our culture by
reviewing and updating our corporate
behaviours. Our growth behaviours
encourage our corporate employees to
be decisive, work at pace, be collaborative,
develop talent and focus on performance.
These behaviours are being brought to life
through virtual learning summits, which are
a chance for our people to hear from IHG
leaders, peers and external thought leaders.
It also brings opportunities to exchange views
and ideas with others, to explore and apply
tools and to enhance their understanding.
Our growth behaviours are aligned to our
values, which provide a lasting strong sense
of shared purpose and are critical to
providing True Hospitality for everyone.
Our Values
Do the
right thing
Aim
higher
Show
we care
Work better
together
Celebrate
difference
Our Code of Conduct
The bedrock of our culture is our Code
of Conduct, (Code), which sets out our
commitment to operating honestly and
with the highest ethical standards. The
Code principles help us to act responsibly
and set out the value we place on being
trusted by our colleagues and guests,
those who do business with us, and the
communities we work in. The Code is an
introduction to our key global policies,
including anti-bribery, diversity and
inclusion, environment, confidential
reporting and human rights. It is reviewed
annually by the Audit Committee and Board
to ensure it reflects and responds to changes
in the external environment, and supports
our purpose and strategy. All colleagues
working in IHG corporate offices, reservation
centres and managed hotels must comply
with the Code and the policies and
procedures it refers to. The principles,
spirit, and purpose of the Code are also
relevant to our franchised hotels, which
are independently operated.
In 2018 we launched our refreshed
Code, updated our e-learning module and
reminded colleagues where to go for further
details. The module is for colleagues working
in IHG corporate offices, reservation centres
and managed hotels.
Human rights and modern slavery
Helping combat human rights abuses,
including modern slavery, is an important
part of our commitment to responsible
business. We have procurement targets to
increase ethical supplier awareness,
and policies and procedures applicable to
employees, suppliers, and managed hotels.
• All our Board and Executive Committee,
along with colleagues across the
organisation, have affirmed their
commitment to the Code of Conduct.
• IHG Human Rights policy available in
40+ languages – all IHG hotels must
adopt the policy (or an equivalent one).
• Human Rights e-learning
module available for corporate
and hotel colleagues.
• Commitment to the International
Tourism Partnership’s Principles on
Forced Labour.
• Vendor Code of Conduct – minimum
standards under which IHG suppliers
are expected to operate, including
human rights and modern slavery.
In 2018 we undertook a human rights
impact assessment across IHG’s operations,
covering our supply chains, hotels and
corporate offices. The findings, presented
to senior leaders in early 2019, will help us
develop our human rights programme,
which includes a focus on human trafficking,
labour risks, forced labour and modern
slavery.
Bribery and financial crime
Bribery and financial crime, including
improper payments, money laundering and
tax evasion, are not permitted at IHG under
any circumstances. This also applies to any
agents, consultants and other service
providers who do work on IHG’s behalf.
Our Anti-Bribery policy sets out IHG’s zero
tolerance approach and is applicable to all
Directors, IHG employees and our managed
hotels. It is accompanied by a mandatory
anti-bribery e-learning module. Our Gifts and
Entertainment Policy supports our approach
to anti-bribery and corruption. It sets out
reporting and approval thresholds for gifts
and entertainment given or received, and
applies to all Directors, IHG employees and
our managed hotels. The policy and guidance
was updated in 2018.
As a member of the Business Integrity Forum,
IHG participated in Transparency International
UK’s Corporate Anti-Corruption Benchmark
in 2018. IHG is using the results from this
exercise to identify areas for improvement in
its anti-bribery and corruption programme.
We carry out risk-based due diligence
checks on new third parties with whom
we enter into hotel agreements.
A committee of senior management
reviews any material issues identified.
Information security and data protection
It is everyone’s responsibility at IHG to
safeguard information, to follow legal
requirements and comply with IHG’s
information security and personal data
policies, standards and procedures. In 2018
we updated training for colleagues on
handling information responsibly. We
continue to enhance our privacy programme
to address evolving privacy requirements
and best practice including the EU General
Data Protection Regulation. The Board and
Audit Committee regularly reviews
information security risk and controls,
including our approach to incidents.
(see pages 27, 61, 66, 157 and 185).
22
IHG | Annual Report and Form 20-F 2018
Strategic Report Our people
Highlights
400,000+
Colleagues worldwide
12,812
Number of employees whose costs were borne by the
Group or the System Fund. As we franchise 82% of our
hotels globally, we do not employ the vast majority of
people working in IHG branded hotels.
We are a business on the move, with a new
organisational structure, new behaviours and
a sharper focus on accelerating our growth
– we can only succeed by working as one
team. Our people are key to delivering our
purpose of True Hospitality and our strategic
initiatives and ambition to accelerate our
growth. We look to employ talented people,
develop and train them, and provide a
diverse and inclusive culture in which they
can thrive. The Board has overarching
responsibility for the Company’s direct
employee policies and activities, whilst
senior management have day-to-day
responsibility for people issues. Both the
CEO and Chief Human Resources Officer
have ‘people’ goals, and whilst the CEO
chairs a Diversity and Inclusion Board, the
Chief Human Resources Officer updates the
Board on workforce matters and culture. Our
progress against our ‘people’ 2018-2020
Responsible Business Target is monitored by
the Corporate Responsibility Committee.
More information, along with details of our
other targets, is available on our website;
please find a link at the bottom of page 24.
We are currently assessing the most
appropriate long-term approach to enhance
Board engagement with the workforce;
please see page 69 for more details.
Engagement, diversity and inclusion
IHG is a global business with a global
outlook. Working in hotels and offices
in more than 100 countries, our colleagues
represent multiple nationalities, as well as
many cultures, religions, races, sexualities,
backgrounds and beliefs. It makes for a
diverse, innovative and inclusive culture
which we are proud of, and it’s why our
purpose to provide True Hospitality is for
everyone. Our employee engagement is
measured through a bi-annual survey,
(Colleague HeartBeat); Corporate, managed
hotel and customer reservations office
employees take part. Available in 30+
languages, this year our overall
engagement score was 86%.
In 2018 we launched our Diversity and
Inclusion Board, led by the CEO and senior
leaders across IHG. As part of our 2018-2020
Responsible Business targets we have
committed to increasing the level of
diversity among IHG’s senior leadership in
terms of gender and nationality or ethnicity.
We also have committed to increasing the
number of females working in General
Manager and operations roles within
managed hotels.
• Listed by the Hampton Alexander
Review in the top 10 of FTSE 100
companies for female representation.
• 100% rating in the Human Rights
Campaign’s Corporate Equality Index
– making IHG a best place to work for
LGBTQ equality in the US for the last
four years.
• Aon Hewitt Global Best Employer for
two years running.
• Top Employer in the UK by the Top
Employers Institute for the fourth year
running, for providing an exceptional
environment for employees to develop.
Attracting, building and retaining talent
is dependent on a diverse and inclusive
culture. We are committed to rolling out
programmes to areas of the business where
they are needed the most. For example Rise,
IHG’s mentoring initiative that supports
female General Managers, will roll out in
Europe, the Americas and Greater China in
2019. This scheme is already established in
Australia, Japan, South East Asia and Korea.
To further strengthen our diverse and
inclusive culture, we are focused on
increasing our employees’ awareness of our
Global Diversity and Inclusion policy through
focused events and communications,
colleague programmes, inclusive leadership
and unconscious bias training and taking our
existing employee resource groups global.
We are committed to a continual review of
our practices and policies such as reducing
bias at all levels in our hiring processes, and
reviewing flexible working processes and
policies. We have signed up to the Diversity
in Hospitality, Travel and Leisure Charter, a
10-point action plan that ensures diversity
and inclusion not only remain a priority but
that we openly track progress towards our
goals. And we support the UN LGBTI
Standards for Business, which focuses
on tackling discrimination against lesbian,
gay, bi, trans and intersex people.
As at 31 December 2018
Male
Female
Total
Directors
Executive Committee
Executive Committee
Direct Reports
Senior Managers
(including directors
of subsidiaries)
All employees
(whose costs were
borne by the Group
or the System Fund)
7
7
4
2
11
9
38
26
64
71
23
94
5,467
7,345
12,812
Attracting, rewarding and
developing talent
We took steps in 2018 to evolve our talent
and employee development practices.
We launched our new approach to
performance, and initiated frequent
‘check-in conversations’, giving our people
more opportunities to gather feedback on
their performance, as well as discussing
their development and career aspirations.
We are also establishing forums to help
identify and retain top talent, and add rigour
to our succession planning, ensuring we are
developing a diverse pipeline of talent for
the future. In 2018 we launched a new toolkit
to help individuals navigate their careers.
We are also investing in our leadership
development programmes, including
Leading Others and Career Insights, to
ensure we are developing the next
generation of leaders.
Case study
To support IHG’s fast expansion in
Greater China, our Greater China team
launched a new virtual development
centre in 2018 that helps us assess and
prepare c100 hotel leaders on a yearly
basis, with the potential to increase that
number three-fold in the future.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Our culture, key stakeholders and doing business responsibly
23
Our culture, key stakeholders and doing business responsibly continued
IHG’s 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.
We embrace our responsibility to focus
on ensuring that the growth of our business
contributes towards the objectives of the
UN Sustainable Development Goals and
we drive a positive contribution towards
seven of the 17 goals, (see our website link at
the bottom of the page). We recognise it is
imperative that we continue to review our
impact on the world and use a materiality
matrix to align our responsible business
priorities with IHG’s strategic approach and
principal risks. Our Corporate Responsibility
team lead our day-to-day activities, with the
Corporate Responsibility Committee
reviewing the Company’s approach and
reporting to the Board. During 2018 we
initiated a review of our approach to help
identify a new set of targets to take us beyond
2020, building on our 2018-2020 targets.
Community and our impact
on society
We aim to maximise the positive contribution
we make by creating shared value in our
communities. By working in partnerships,
we look closely at issues such as skills
shortages, infrastructure development,
community resilience and disaster relief
support, in areas where we operate.
We create real-life, career-building
opportunities through the IHG® Academy.
Our hotels and corporate offices partner
with local education providers and
community groups to train and educate
local people.
Since 2016 we supported communities
and charitable giving through the IHG®
Foundation, an independent charity. In 2018,
IHG switched its support to our newly
created True Hospitality for Good
programme. This new programme for
communities and charitable giving, provides
colleagues in our hotels and offices with a
greater say in how we support important
causes around the world. Our aim is to help
change lives for the better through building
skills and education in hospitality, and
supporting communities when
disasters strike.
Environmental
sustainability
Responsible
procurement
It is important to us that our corporate offices
and hotels are mindful of the resources they
use and opportunities to protect the
environment, particularly in areas of water
stress and environmental preservation. We
continually work to understand our impact,
taking into account our business model, as
well as the markets in which we operate, to
help us set targets and guidance for our
partners, hotels and their owners. Our
environmental policy is available in 40+
languages and sets out our approach.
Key to helping us reduce our environmental
impact is our digital sustainability platform,
the IHG Green Engage™ system. A global
standard across the Group, it helps hotels
manage and report their energy, carbon,
water and waste use through more than 200
‘Green Solutions’ and implementation plans,
driving profitability for owners, whilst
minimising environmental impact.
In 2018, we made good progress against
our new environmental targets. Working with
our hotels and owners to reduce our carbon
footprint per occupied room globally, we
achieved a 2.2% reduction. And building on
our previous risk mapping exercise, we
launched the first two of our water
stewardship projects in London and Delhi,
which aim to help us identify a best practice
water stewardship strategy that can be
implemented across our estate.
IHG is aware of the recommendations of
the Task Force on Climate-related Financial
Disclosures (TCFD) and of the need for
companies to align efforts to cut greenhouse
gas emissions with climate science (science
based targets). We will be taking this into
consideration as part of our wider
strategy refresh.
As part of our broader efforts to reduce
plastic waste, in 2018 IHG committed to
remove single-use plastic straws from
our global estate by the end of 2019 –
eliminating annually an average of
50 million straws from our hotels.
Supported by corporate responsibility and
procurement functions, a Supply Chain Risk
Council and oversight from the Chief
Financial Officer, IHG seeks to work with
partners and suppliers who share our
commitment to responsible business.
Our Vendor Code of Conduct, available
in 40+ languages, sets out the requirements,
principles and practices IHG has adopted to
promote ethical conduct in the workplace,
safe working conditions in the supply chain,
treatment of persons with respect and dignity
and environmentally responsible practices.
They are the minimum standards by which
IHG suppliers are expected to operate.
In 2018 we built a new responsible
procurement function to drive our
responsible business agenda across our
supply chain. We also established a Strategic
Supplier Management Office, who work with
our strategic suppliers to maximise realised
supplier value and minimise risk through
effective supplier relationship management.
We previously commissioned external
providers to undertake supply chain audit
pilots in high-risk locations. In 2018 we
partnered with the British Standards Institute
(BSI) and participated in their Supplier
Assurance Programme, the aim of which
is to gain insight into risks associated with
IHG’s supply chain.
New suppliers joining our procurement
system are required to complete due
diligence questions and adhere to the UN
Global Compact Principles on human rights,
labour, environment, and anti-corruption.
Non-financial information statement
Non-financial information described
above and in the preceding pages, should
be read together with the description of
our business model on pages 14 to 17,
risk descriptors and initiatives to mitigate
them on pages 26 to 30, KPIs on pages 31
to 35, and Board and Committee
Reports on pages 60 to 69.
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
Strategic Report 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.
Shareholders
Employees
Hotel owners
Guests
Society including
Suppliers
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. It’s important for
the Company’s 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
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 management
We continue to assess our risk management system, ensuring it
remains appropriate to support our growth ambitions and decision
making in line with our appetite and tolerance for risk.
Strategy and risk
Our strategy, business model and the way we do business present
a number of risks and opportunities. There are risks we are willing
to take, and areas where we have less tolerance for uncertainty.
The Board is ultimately accountable for the effectiveness of our
risk management and internal control systems, and is supported
by the Audit Committee, Executive Committee and delegated
committees, who oversee our risk management system to
ensure that risks and opportunities are appropriately identified
and managed to an acceptable level in relation to IHG’s appetite
and tolerance for risk.
Risk appetite
IHG’s risk appetite is visible through the nature and extent of
risk taken by the Board in pursuit of strategic and other business
objectives. This risk appetite is cascaded through the goals we set,
our Code of Conduct, decisions we make and how we allocate
resources and it evolves with the strategy of the organisation.
Examples of how we articulate our risk appetite are included
in note 22 to the Group Financial Statements, see page 144.
IHG’s appetite and tolerance for risk is further articulated and
implemented through our governance committees, structures,
policies and targets we select, as well as in development guidelines
for new hotels. In 2018 the Board and Board Committees again
reviewed many of these aspects directly through their meetings and
discussions of principal risks, and through their close oversight of
IHG’s organisational changes and the portfolio of growth initiatives.
This section should be read together with the rest of the Strategic
Report, the Governance Report on pages 52 to 71, going concern on
page 181, and Risk Factors on pages 182 to 186.
Our risk management system
Our risk management system is fully integrated with the way we
run the business through our culture, processes, controls and
reporting, and is reflected in our strategy. The Risk and
Assurance function is responsible for the support, enhancement
and monitoring of the effectiveness of this system and focuses
on culture, process, control, monitoring and reporting.
Risk in culture
• Our tone, attitudes, ethical values and policies.
• Our governance and committee structures.
Risk in process and control management
• Three lines of defence – comprised of: (i) day-to-day
activities that identify and manage risks; (ii) our functional
specialists; and (iii) independent assurance.
• Strategic risk planning.
Risk monitoring and reporting
• Risk and performance monitoring.
• Principal risk reporting (see below).
IHG’s principal risks, uncertainties and review process
Our risk profile remains dynamic – we continue to face inherent
uncertainties linked to a challenging external environment.
Our efficiency programme to realise savings for reinvestment,
organisational changes and focus on strategic initiatives have
also required us to evaluate and evolve our risk management
system to maintain an appropriate level of control within our
levels of risk tolerance.
Throughout 2018 the Risk and Assurance team has co-ordinated
assessments of the principal risks facing the Group, including those
which would threaten its business model, future performance, solvency
or liquidity and reputation. These risks are formally reviewed with the
Group’s Directors on a bi-annual basis and considered in more detail
through the activities of the Board and Committees. The review of
our principal risks this year again focused both on the internal and
external risk environmnent. We have included factors relating to third
parties across many of our risks, reflecting the increasing importance
of our relationships with partners to our growth ambitions. We have
also considered within our approach to financial planning, a separate
risk responding to an increasingly volatile macro-economic
environment (for example trade wars, environmental and
climate-related matters) which creates inherent uncertainties
to our performance and prospects.
The focus on executing our strategy at a faster pace emphasises
the importance of the steps we take to consider risk explicitly as
part of decision making. During 2018 this has been supported by
the continued development of IHG’s risk culture and governance
processes, including review of the delegation of authority, and
communication of revised leadership behaviours and performance
management processes, which continue to reflect the principles
of our Code of Conduct. The implementation of organisation and
process changes creates inherent risks of disruption to control
routines and accountabilities, and these have been actively
considered by management teams.
Frequent senior leadership discussions throughout the year,
and our more structured strategic programme management
and financial planning processes, have also included regular
‘pulse checks’ of emerging risks requiring management attention.
These are considered both in the context of individual initiatives,
and at an aggregated level, as part of resilience planning. The Risk
and Assurance team provides support and intelligence on emerging
threats and will continue to provide advice to management on
procedures for risk identification and mitigation and control.
Our principal risks remain structurally similar to those reported in
previous years. We continue to highlight uncertainties relating to
our growth agenda and conclude that the potential impact of Brexit
on IHG is not likely to have a material impact on our overall strategy
or operations although, as with other external factors, this
is considered as part of routine operational risk management and
resilience planning. The impact of a potential movement in the value
of sterling is articulated in note 22 of the Financial Statements,
see page 145.
The Group’s asset-light business model, diverse brand portfolio and
wide geographical spread however contribute to IHG’s resilience to
events that could affect specific segmental or geographical areas.
26
IHG | Annual Report and Form 20-F 2018
Strategic Report 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.
d
n
e
r
t
k
s
i
r
t
n
e
r
e
h
n
I
i
c
m
a
n
y
D
l
e
b
a
t
S
Principal risk – assessment of trend and speed of impact
More gradual
Speed of potential impact
Rapid
• Channel management and technology
• Cybersecurity and information governance
• Accelerate growth
• Preferred brands and loyalty
• Programme and project delivery
• Leadership and talent
• Macro external factors
• Legal, regulatory and ethical compliance
• Safety and security
• Financial management and control systems
Principal risks descriptions
Inherent risk trend
Risk impact – Link to our strategic priorities
Dynamic/Rapid
Dynamic/Gradual
Stable/Rapid
TP Targeted Portfolio
DE Disciplined Execution DBR Doing Business Responsibly
Build and leverage scale
Strengthen loyalty programme
Enhance revenue delivery
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.
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 IHG’s franchised/
managed proposition and
our ability to deliver returns
to current and potential
owners of our various brands.
DE
DBR
• 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 IHG’s 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.
TP
• 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.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Risk management
27
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.
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.
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 IHG’s 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.
DE
DBR
• 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.
DE
DBR
• 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.
• Our dedicated ethics and compliance specialists define and oversee IHG’s 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).
TP
DE
DBR
• 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).
28
IHG | Annual Report and Form 20-F 2018
Strategic Report
Risk description
Trend
Impact
Initiatives to manage these risks
IHG’s 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
IHG’s 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.
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.
Macro external factors
such as political, economic,
environmental and societal
could have a mass impact
on our ability to perform
and grow.
DE
• 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 IHG’s
most important suppliers.
• A new Supply Chain Risk Council also reviews risks and control arrangements for IHG’s
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.
TP
DE
• 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.
TP
• 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.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Risk management
29
Risk management continued
Risk description
Trend
Impact
Initiatives to manage these risks
DE
DBR
• 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 IHG’s
management damaging the Group’s 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.
DE
• 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.
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.
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
IHG’s management decision
making and financial
judgements, in response to
evolving accounting standards
and our own business model
and transactions.
Viability statement
The Group’s annual planning process builds a robust three-year
plan. The detailed three-year plan takes into consideration the
principal risks, the Group’s strategy, and current market conditions.
That plan then forms the basis for strategic actions taken across
the business. The plan is reviewed annually by the Directors, and
approved towards the end of the calendar year. Once approved,
the plan is then cascaded to the business and used to set
performance metrics and objectives. Performance against
those metrics and objectives is then regularly reviewed by the
Directors. The key assumptions included in the three-year plan
relate to RevPAR, System size and no change to our stated
dividend policy. There are no significant debt maturities in the
period under consideration and therefore no assumptions
have been included in relation to refinancing.
In assessing the viability of the Group, the Directors have reviewed a
number of scenarios, weighting downside risks that would threaten
the business model, future performance, solvency and liquidity of the
Group more heavily than opportunities. The scenario testing focuses
mostly, but not exclusively, on the impact of declining RevPAR on the
viability of the Group, as most of the principal risks outlined on pages
26 to 30 will cause a deterioration in RevPAR.
The scenarios included a severe but plausible downturn like the
financial crisis that occurred from 2008 to 2009 (when the Board
maintained the ordinary dividend despite the severity of the
downturn in trading), a widespread cybersecurity breach and a
reverse stress test of the business starting from the presumption
30
IHG | Annual Report and Form 20-F 2018
of the Group having insufficient liquidity to continue trading. In the
severe scenarios, the Directors also considered actions that would
be taken if such events became a reality. These actions included a
reduction in capital expenditure, salary freezes and suspension of
bonus plans and the ordinary dividend. The results confirmed that
the Group would be able to withstand the impact of each scenario.
The Directors have determined that the three-year period to
31 December 2021 is an appropriate period to be covered by the
viability statement. Although hospitality industry business cycles are
on average longer than three years, the end of those cycles has only
resulted in declining RevPAR when that has been caused by
exogenous shocks, and the decline in RevPAR has only lasted two
years. The Board has therefore determined that no additional insight
can be gained from assessing these scenarios over a longer period.
The Directors have assessed the viability of the Group over a
three-year period to 31 December 2021, taking account of the
Group’s current position, the Group’s strategy and the principal risks
documented in the Strategic Report. Based on this assessment, the
Directors have a reasonable expectation that the Group will be able
to continue in operation and meet its liabilities as they fall due over
the period to 31 December 2021.
Strategic Report
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 IHG's 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.
A guide to this KPI section
Link between KPIs and Director remuneration
As we continued our focus on delivering
high-quality growth as in prior years, Directors’
Remuneration for 2018 was directly related to
key aspects of our Strategic Model and targeted
portfolio. The following indicates which KPIs
have impacted Directors’ Remuneration:
A The Annual Performance Plan
LT The Long Term Incentive Plan
• 70% was linked to EBIT
• 50% was linked to Total Shareholder Return
• 30% was linked to strategic measures, of which:
• 25% was linked to rooms growth
– 15% was linked to improvements in net System
• 25% was linked to RevPAR growth
size growth
– 15% was linked to the delivery of our
comprehensive efficiency programme
For more information on Directors'
Remuneration see pages 72 to 85
Link to our Strategic Model
Our Strategic Model is at the heart of our
success. The five strategic initiatives are
represented as follows:
1
Build and leverage scale
4 Evolve owner proposition
2 Strengthen loyalty programme
3 Enhance revenue delivery
5
Optimise our preferred portfolio
of brands for owners and guests
Link to Doing Business Responsibly
We consult with our stakeholders to determine the
issues that are most relevant to them and IHG.
Based on this feedback there are four priority
areas, which are indicated by the following icons:
Our
people
Environmental
sustainability
Community and
society impact
Responsible
procurement
KPIs
2018 status and 2019 priorities
Strategic Model and targeted portfolio
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).
A
LT
2018 status
Accelerated net System size growth to 4.8%, and achieved
our highest number of signings in 10 years driven by:
2018
2017
2016
2015
A
2018
2017
2016
2015
836,541a
• Further growth of our mainstream brands with Holiday Inn and
798,075
767,135
744,368b
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.
98,814a
– Opened 13 InterContinental hotels, our highest number
83,481
75,812
78,438
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.
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
Key performance indicators (KPIs) continued
KPIs
2018 status and 2019 priorities
Strategic Model and targeted portfolio continued
2018
2017
6.5%
4.7%
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.
$27.4bn
• Maintain our focus on increasing contribution from
$25.7bn
$24.5bn
$24.0bn
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.
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 IHG’s
franchised and managed
business (see page 14).
Total gross revenue from
hotels in IHG’s 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 IHG’s System illustrates
the value of our overall System to
our owners (see page 15).
A
LT
2018
2017
2016
2015
System contribution to revenue
The percentage of room revenue
booked through IHG’s direct and
indirect systems and channels.
2018
System contribution is an indicator
of IHG value-add and the success
of our marketing distribution
channels (see page 14).
2017
2016
2015
78%
76%
75%
73%
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
Strategic Report 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).
Guest Love
IHG’s 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).
A
LT
2018
2017
2016
2015
A
2018
2017
2016
2015
2.5%
2.7%
1.8%
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
4.4%
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.
81.7%
80.9%
80.4%
79.5%a
a Changes to the method for calculating IHG’s 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
Key performance indicators (KPIs) continued
KPIs
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).
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).
A
2018
2017
2016
2015
LT
2018
2017
2016
2015
2018 status and 2019 priorities
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.
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.
52.4%
52.4%
50.6%
$609m
$516m
$551md
$466m
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 IHG’s 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
Strategic Report
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
2017
2016
2015
13,531
13,633
11,985
9,287
A
2018
2017
2016
2015
A
2018
2017
2016
2015
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).
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).
26.02kgCO2ea
26.61kgCO2ea
29.36kgCO2e
30.84kgCO2e
86.0%
85.0%
88.7%
87.3%
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 Academy’s 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 30,000–40,000 IHG Academy
participants by 2020.
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.
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.
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
Performance
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 IHG’s System
Total gross revenue provides a measure of the overall strength of the Group’s
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
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 Group’s
financing and external factors such as legislative changes, respectively. A pre-
interest and pre-tax measure is considered more reflective of the Group’s
success in executing against its strategy.
Revenue from reportable segments and operating profit from reportable
segments – comprises the Group’s fee business and owned, leased and
managed lease hotels. This measure is disclosed in note 2 to the Group
Financial Statements.
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 Group’s financial expenses are presented net of System Fund
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 Group’s ongoing tax charge.
Exceptional items represent distorting or non-recurring items and therefore
often skew the current year’s tax charge. The System Fund is not managed to
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.
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 Group’s financial performance.
Underlying fee revenue and fee margin – further analyses the above for
the Group’s fee business only, reflecting the Group’s 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 IHG’s regions to the
Group, and as such central overheads are excluded.
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 Group’s underlying interest expense.
a profit or loss for IHG and is, in general, not subject to tax either. Therefore,
removing these provides a better view of the Group’s 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
Group’s financial performance.
Net debt , Net capital expenditure, Free cash flow
Net debt is used in the monitoring of the Group’s liquidity and capital structure,
and is used to calculate the key ratios attached to the Group’s 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 IHG’s 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
Strategic Report Group
Group results
Revenuea
Americas
EMEAA
Greater China
Central
Revenue from reportable segments
System Fund revenues
Reimbursement of costs
Total revenue
Operating profita
Americas
EMEAA
Greater China
Central
Operating profit from reportable segments
System Fund result
Operating profit before exceptional items
Exceptional items
Operating profit
Net financial expenses
Profit before tax
Earnings per ordinary share
Basic
Adjusted
Average US dollar to sterling exchange rate
2018
$m
2017 Restated
$m
2018 vs 2017
% change
2016 Restated
$m
2017 vs 2016
% change
12 months ended 31 December
1,051
569
143
170
1,933
1,233
1,171
4,337
662
202
69
(117)
816
(146)
670
(104)
566
(81)
485
184.7¢
292.1¢
$1:
£0.75
999
457
117
157
1,730
1,242
1,103
4,075
637
171
52
(102)
758
(34)
724
4
728
(72)
656
279.8¢
244.6¢
$1:
£0.78
5.2
24.5
22.2
8.3
11.7
(0.7)
6.2
6.4
3.9
18.1
32.7
(14.7)
7.7
(329.4)
(7.5)
(2,700.0)
(22.3)
(12.5)
(26.1)
(34.0)
19.4
(3.8)
969
439
112
147
1,667
1,199
1,046
3,912
626
157
46
(123)
706
35
741
(29)
712
(80)
632
215.1¢
203.8¢
$1:
£0.74
3.1
4.1
4.5
6.8
3.8
3.6
5.4
4.2
1.8
8.9
13.0
17.1
7.4
(197.1)
(2.3)
113.8
2.2
10.0
3.8
30.1
20.0
5.4
Highlights for the year ended
31 December 2018
During the year ended 31 December 2018,
total revenue increased by $262m (6.4%)
to $4,337m, whilst revenue from reportable
segments increased by $203m (11.7%) to
$1,933m, primarily resulting from 4.8%
rooms growth, 2.5% comparable RevPAR
growth and the addition of a portfolio in the
UK. Operating profit and profit before tax
decreased by $162m (22.3%) and $171m
(26.1%) respectively, due to a $108m
increase in exceptional items, largely
associated with restructuring costs related
to the comprehensive efficiency programme
as well as a $112m higher in-year System
Fund deficit. Operating profit from
reportable segments increased by $58m
(7.7%) to $816m.
Underlyingb revenue and underlyingb
operating profit increased by $98m (5.7%)
and $47m (6.2%) respectively.
Comparable RevPAR increased by 2.5%
(including an increase in average daily rate of
1.8%). IHG System size increased by 4.8% to
836,541 rooms, whilst underlying fee
revenuec increased by 6.5%.
Fee marginc was 52.4%, remaining in line with
2017 (up 0.1 percentage points at constant
currency, removing the impact of foreign
exchange movements). Fee margin was
impacted by growth investment in excess of
realised savings from the comprehensive
efficiency programme and a one-off
marketing assessment in 2018 and would
otherwise have continued to grow,
benefiting from efficiency improvements
and our global scale.
Basic earnings per ordinary share decreased
by 34.0% to 184.7¢, whilst adjusted earnings
per ordinary share increased by 19.4%
to 292.1¢.
a Americas, EMEAA and Greater China include revenue and
operating profit before exceptional items from both fee
business and owned, leased and managed lease hotels.
b Underlying revenue and underlying operating profit
both exclude System Fund revenue and expenses,
reimbursement of costs, the impact of owned asset
disposals, significant liquidated damages and current
year acquisitions, all translated at constant currency
using prior year exchange rates. Underlying operating
profit also excludes the impact of exceptional items
(see pages 172 and 173).
c Underlying fee revenue and fee margin are defined as
excluding revenue from owned, leased and managed
lease hotels, System Fund revenue, reimbursement of
costs, the impact of owned asset disposals, significant
liquidated damages and current year acquisitions (see
pages 172 and 173). Underlying fee revenue is at constant
currency using prior year exchange rates, fee margin is at
actual exchange rates.
Accounting principles
The Group results are prepared
under International Financial Reporting
Standards (IFRS) and following the
adoption of IFRS 15 ‘Revenue from
Contracts with Customers’ the 2017 and
2016 comparatives have been restated.
The application of IFRS requires
management to make judgements,
estimates and assumptions, and those
considered critical to the preparation
of the Group results are set out on
page 108 of the Group
Financial Statements.
The Group discloses certain financial
information both including and
excluding exceptional items. For
comparability of the periods presented,
some of the performance indicators in
this performance review are calculated
after eliminating these exceptional items.
An analysis of exceptional items is
included in note 6 on page 124 of the
Group Financial Statements.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance
37
Performance continued
Group continued
Highlights for the year ended
31 December 2017
During the year ended 31 December 2017,
total revenue increased by $163m (4.2%) to
$4,075m, whilst revenue from reportable
segments increased by $63m (3.8%)
primarily due to 4.0% rooms growth and
2.7% comparable RevPAR growth. Operating
profit and profit before tax increased by
$16m (2.2%) and $24m (3.8%) respectively.
Operating profit from reportable segments
increased by $52m (7.4%) to $758m.
Underlyinga revenue and underlyinga
operating profit increased by $74m (4.4%)
and $56m (7.9%) respectively.
Comparable RevPAR increased by 2.7%
(including an increase in average daily rate
of 1.1%). IHG System size increased by 4.0%
to 798,075 rooms, whilst underlying fee
revenueb increased by 4.7%.
Fee margin was 52.4%, up 1.8 percentage
points (up 1.7 percentage points at constant
currency, removing the impact of foreign
exchange movements) on 2016. Fee margin
benefited from efficiency improvements and
by leveraging our global scale.
Basic earnings per ordinary share increased
by 30.1% to 279.8¢, reflecting the increase in
operating profit and the impact of the share
capital reduction as a result of the share
consolidation in May 2017 whilst adjusted
earnings per ordinary share increased by
20.0% to 244.6¢.
Group total gross revenue in IHG’s System
12 months ended 31 December
2018
$bn
2017 Restated
$bn
% change
Analysed by brand
InterContinental
Kimpton
Crowne Plaza
Hotel Indigo
EVEN Hotels
Holiday Inn
Holiday Inn Express
Staybridge Suites
Candlewood Suites
Other
Total
Analysed by ownership type
Fee business
Owned, leased and managed leasec
Total
5.1
1.3
4.5
0.5
0.1
6.5
7.1
0.9
0.8
0.6
27.4
27.0
0.4
27.4
4.8
1.1
4.3
0.4
0.1
6.3
6.7
0.9
0.8
0.3
25.7
25.3
0.4
25.7
6.3
18.2
4.7
25.0
–
3.2
6.0
–
–
100.0
6.6
6.6
–
6.6
One measure of IHG System performance is
the growth in total gross revenue, defined as
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
mainly from hotels owned by third parties.
Total gross revenue in IHG’s System
increased by 6.6% (6.2% increase at constant
currency) to $27.4bn, driven by IHG System
size and comparable RevPAR growth.
a Underlying revenue and underlying operating profit
both exclude System Fund revenues and expenses,
reimbursement of costs, the impact of owned asset
disposals, significant liquidated damages and current
year acquisitions, all translated at constant currency
using prior year exchange rates. Underlying operating
profit growth also excludes the impact of exceptional
items (see pages 172 and 173).
b Underlying fee revenue is defined as Group revenue
excluding revenue from owned, leased and managed
lease hotels, System Fund revenues, reimbursement of
costs, the impact of owned asset disposals, significant
liquidated damages and current year acquisitions (see
pages 172 and 173).
c See note 3 of the Group Financial Statements on
page 120.
38
IHG | Annual Report and Form 20-F 2018
Strategic Report
Group hotel and room count
At 31 December
Analysed by brand
Regent
InterContinental
Kimpton
HUALUXE
Crowne Plaza
voco
Hotel Indigo
EVEN Hotels
Holiday Inna
Holiday Inn Express
avid hotels
Staybridge Suites
Candlewood Suites
Other
Total
Analysed by ownership type
Franchised
Managed
Owned, leased and managed
lease
Total
Hotels
Change
over 2017
6
10
–
1
15
2
17
2
9
126
1
21
20
25
255
182
62
11
255
2018
6
204
66
8
429
2
102
10
1,251
2,726
1
276
396
126
5,603
4,615
965
23
5,603
2018
2,005
69,281
12,915
2,335
120,168
531
12,749
1,551
233,852
279,516
87
30,217
37,210
34,124
Rooms
Change
over 2017
Total number of hotels
5,603
2,005
3,283
399
246
5,368
531
2,104
313
1,159
17,118
87
2,472
1,786
1,595
Total number of rooms
836,541
During 2018, the global IHG System
(the number of hotels and rooms which
are franchised, managed, owned, leased or
managed lease) increased by 255 hotels
(38,466 rooms) to 5,603 hotels (836,541
rooms).
Openings of 362 hotels (56,343 rooms)
were 27.0% higher than in 2017. Openings
in the Americas included 135 hotels (13,392
rooms) in the Holiday Inn brand family.
77 hotels (18,812 rooms) were opened in
Greater China in 2018, with the EMEAA
region also contributing openings of 77
hotels (15,283 rooms). 107 hotels (17,877
rooms) left the IHG System in 2018, a
decrease from the previous year (111
hotels, 17,247 rooms).
836,541
38,466
576,979
253,566
5,996
836,541
24,145
12,196
2,125
38,466
a Includes 45 Holiday Inn Resort properties (11,301 rooms) and 27 Holiday Inn Club Vacations properties (7,927 rooms)
(2017: 47 Holiday Inn Resort properties (11,954 rooms) and 26 Holiday Inn Club Vacations properties (7,676 rooms)).
Group pipeline
At 31 December
Analysed by brand
Regent
InterContinental
Kimpton
HUALUXE
Crowne Plaza
voco
Hotel Indigo
EVEN Hotels
Holiday Innb
Holiday Inn Express
avid hotels
Staybridge Suites
Candlewood Suites
Other
Total
Analysed by ownership type
Franchised
Managed
Owned, leased and managed
lease
Total
Hotels
Change
over 2017
3
(3)
9
–
(7)
8
10
6
11
18
127
22
(10)
10
2018
3
60
27
21
79
8
92
18
288
784
171
182
102
24
2018
514
15,795
4,474
6,099
22,134
1,510
13,078
3,184
55,651
98,424
15,811
20,849
9,121
4,304
1,859
204
270,948
1,398
460
1
1,859
175
28
1
204
161,343
109,450
155
270,948
Total number of hotels in the pipeline
Rooms
Change
over 2017
1,859
514
Total number of rooms in the pipeline
270,948
At the end of 2018, the global pipeline
totalled 1,859 hotels (270,948 rooms), an
increase of 204 hotels (26,802 rooms) on 31
December 2017. The IHG pipeline represents
hotels where a contract has been signed and
the appropriate fees paid.
Group signings increased from 605 hotels in
2017 to 691 hotels and rooms increased from
83,481 rooms to 98,814 rooms. This included
314 hotels (44,649 rooms) signed for the
Holiday Inn brand family, 40.2% of which
were contributed by Greater China (99
hotels, 17,958 rooms).
Active management of the pipeline to
remove deals that have become dormant or
no longer viable reduced the pipeline by 125
hotels (15,669 rooms), compared to 135
hotels (21,224 rooms) in 2017.
(1,558)
1,678
(190)
(913)
1,510
1,777
1,074
2,095
5,064
11,768
2,908
(888)
1,963
26,802
21,995
4,652
155
26,802
b Includes 19 Holiday Inn Resort properties (5,229 rooms) (2017: 13 Holiday Inn Resort properties (3,620 rooms)).
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance
39
Performance continued
Americas
Americas revenue 2018 ($1,051m)
54%
Americas number of rooms (510,129)
61%
Comparable RevPAR movement
on previous year
(12 months ended 31 December 2018)
Fee business
InterContinental
Kimpton
Crowne Plaza
Hotel Indigo
EVEN Hotels
Holiday Inn
Holiday Inn Express
Staybridge Suites
Candlewood Suites
All brands
Owned, leased and managed lease
InterContinental
EVEN Hotels
Holiday Inn
All brands
“ 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
Regional priorities
• Expand our mainstream leadership with the
continued roll out of new innovations to
Holiday Inn Express and Holiday Inn, as well
as the ongoing growth of avid hotels.
• Continue to build our luxury presence and
broaden the footprints for InterContinental
Hotels & Resorts and Kimpton Hotels
& Restaurants.
• Capitalise on the momentum of the
Crowne Plaza Accelerate programme with
the continued roll out of new room and
public space designs.
• Solidify our strong performance in the
extended stay market segment. Our new
designs for Staybridge Suites and
Candlewood Suites will be available to the
full Americas estate in 2019.
• Building on our mainstream strength,
in February 2019 we announced plans
to launch into the US a new all-suites
upper midscale brand, targeted at an
underserved $18 billion industry segment.
Regional highlights
Successful launch of avid
• avid was created to reach an important
set of business and leisure travellers in an
underserved $20 billion segment of the
US midscale market. Designed with input
from target consumers and an advisory
board of leading IHG owners, the brand
experience delivers exactly what guests
have been waiting for in a mainstream
hotel – the essentials done exceptionally
well – while also being easy to build,
operate and maintain.
• We have signed more than 170 avid hotels
across the US, Canada and Mexico since
launch in September 2017, and opened
our first hotel in Oklahoma City. This
makes it the fastest new development
brand to progress from concept to launch
for IHG. This strong momentum firmly
positions the brand as a long-term driver
of Americas growth.
Industry performance in 2018
Industry RevPAR in the Americas increased
by 3.4%, driven by a 2.9% average daily rate
growth and 0.3ppts occupancy growth.
Occupancy achieved its highest level ever
recorded, topping the record set in 2017.
Room demand grew 2.4%, with slower
growth in the latter part of 2018 due to
lapping of two hurricanes that propelled
demand in the US in late 2017. Supply growth
remained in line with 2017 at 1.9%.
US lodging industry room demand advanced
2.5% in 2018, its largest increase since 2014,
whilst supply growth increased to 2.0%. US
industry RevPAR increased by 2.9% in 2018,
led by a 2.4% average daily rate growth.
RevPAR in the US upper midscale chain
scale, where the Holiday Inn and Holiday Inn
Express brands operate, increased by 1.4%.
In Canada, industry RevPAR increased by
5.3%, driven by a 4.3% increase in average
daily rate, and in Mexico, RevPAR declined by
1.9%, led by a 9.0ppt fall in occupancy.
4.6%
1.2%
0.3%
4.7%
9.5%
1.8%
1.6%
3.3%
1.7%
1.9%
1.1%
5.6%
11.5%
5.2%
IHG’s regional performance in 2018
IHG’s comparable RevPAR in the Americas
increased by 1.9%, driven by 1.7% average
daily rate growth. The region is
predominantly represented by the US,
where comparable RevPAR increased by
1.3%. In the US, we are most represented
by our mainstream brands Holiday Inn and
Holiday Inn Express. RevPAR in our
mainstream brands increased slightly
behind the market segment overall, with
RevPAR for the Holiday Inn brand
increasing by 1.1%, whilst the Holiday Inn
Express brand increased by 1.4%, in
line with the market segment.
Canada achieved strong RevPAR growth
of 5.2%, whilst Mexico RevPAR grew 2.0%,
led by rate growth.
40
IHG | Annual Report and Form 20-F 2018
Strategic Report Americas results
Revenue from the
reportable segmenta
Fee business
Owned, leased and managed lease
Total
Percentage of Group revenue from
reportable segments
Operating profit from the
reportable segmenta
Fee business
Owned, leased and managed lease
Exceptional items
Operating profit
Percentage of Group operating
profit from reportable segments
before central overheadsb
12 months ended 31 December
2018
$m
2017
Restated
$m
2018 vs
2017
% change
2016
Restated
$m
2017 vs
2016
% change
853
198
1,051
54.4
633
29
662
(36)
626
811
188
999
57.7
608
29
637
37
674
5.2
5.3
5.2
(3.3)
4.1
–
3.9
(197.3)
(7.1)
796
173
969
58.1
602
24
626
(29)
597
1.9
8.7
3.1
(0.4)
1.0
20.8
1.8
227.6
12.9
71.0
74.1
(3.1)
75.5
(1.4)
Revenue and operating profit from the
reportable segment are further analysed by
fee business and owned, leased and managed
lease hotels.
Fee business revenue and operating profit
increased by $42m (5.2%) to $853m and by
$25m (4.1%) to $633m respectively, partly
impacted by adverse foreign exchanged
(revenue $2m, and operating profit $1m),
as RevPAR growth and net rooms growth
was partly offset by lower fees from the
termination of hotels and the impact from
previously disclosed Crowne Plaza Accelerate
financial incentives.
Owned, leased and managed lease revenue
increased by $10m (5.3%) to $198m, whilst
operating profit remained flat against 2017.
Highlights for the year ended
31 December 2018
With 4,161 hotels (510,129 rooms), the
Americas represented 61% of the Group’s
room count. The key profit generating region
is the US, although the Group is also
represented in Latin America, Canada, Mexico
and the Caribbean. 88% of rooms in the
region are operated under the franchise
business model, primarily under our
mainstream brands (including the Holiday
Inn brand family). In the upscale market
segment, Crowne Plaza is predominantly
franchised whereas, in the luxury market
segment, InterContinental-branded hotels
are operated under both franchise and
management agreements, whilst Kimpton is
managed. 12 of the Group’s 15 hotel brands
are represented in the Americas.
Revenue from the reportable segmenta
increased by $52m (5.2%) to $1,051m, whilst
operating profit decreased by $48m (7.1%) to
$626m. Operating profit from the reportable
segmenta increased by $25m (3.9%) to
$662m. On an underlyingc basis, revenue
increased by $54m (5.4%), whilst operating
profit increased by $26m (4.1%), driven
predominantly by RevPAR growth in the fee
business and an increase in net rooms.
Highlights for the year ended
31 December 2017
Revenue from the reportable segmenta
increased by $30m (3.1%) to $999m and
operating profit increased by $77m (12.9%) to
$674m. Operating profit from the reportable
segmenta increased by $11m (1.8%) to $637m.
On an underlyingc basis, revenue increased
by $35m (3.6%), whilst operating profit
increased by $16m (2.6%), driven
predominantly by RevPAR growth in the fee
business and an increase in net rooms.
Revenue and operating profit from the
reportable segment are further analysed by
fee business and owned, leased and
managed lease hotels.
Fee business revenue and operating profit
increased by $15m (1.9%) to $811m and by
$6m (1.0%) to $608m respectively, partly
impacted by adverse foreign exchanged
(revenue $5m, and operating profit $5m) as
growth from RevPAR and net rooms growth
were partly offset by a delay in the
recognition of a payroll tax credit, the
implementation of the previously disclosed
Crowne Plaza Accelerate financial incentives,
and the annualisation of our investment in
the Americas development team.
Comparable RevPAR grew 1.6%, including
1.9% for Holiday Inn and 1.7% for Holiday Inn
Express, whilst net rooms grew 1.9%.
Owned, leased and managed lease revenue
increased by $15m (8.7%) to $188m, whilst
operating profit increased by $5m (20.8%)
to $29m due to North American inbound
business to Holiday Inn Aruba and the ramp
up of EVEN Hotels Brooklyn.
a Americas reportable segment includes revenue and
operating profit before exceptional items, excluding
System Fund revenues and expenses and
reimbursement of costs, for both fee business and
owned, leased and managed lease hotels.
b Operating profit from reportable segments before
central overheads excludes exceptional items, System
Fund revenues and expenses, reimbursement of costs,
and central overheads, to assist understanding of the
relative contribution of IHG’s regions to the Group.
c Underlying revenue and underlying operating profit
both exclude System Fund revenues and expenses,
reimbursement of costs, the impact of owned asset
disposals, significant liquidated damages and current
year acquisitions, all translated at constant currency
using prior year exchange rates. Underlying operating
profit growth also excludes the impact of exceptional
items (see pages 172 and 173).
d The impact of movements between the previous year’s
average exchange rates and actual average exchange
rates in 2018.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance
41
Performance continued
Americas continued
Americas hotel and room count
At 31 December
Analysed by brand
InterContinental
Kimpton
Crowne Plaza
Hotel Indigo
EVEN Hotels
Holiday Inna
Holiday Inn Express
avid hotels
Staybridge Suites
Candlewood Suites
Other
Total
Analysed by ownership type
Franchised
Managed
Owned, leased and
managed lease
Total
Percentage of Group hotel
and room count
Hotels
Change
over 2017
1
(1)
–
6
2
1
72
1
17
20
13
132
126
6
–
132
51.8
2018
51
64
156
57
10
774
2,289
1
261
396
102
4,161
3,853
301
7
4,161
74.3
Total number of hotels
Rooms
Change
over 2017
4,161
Total number of rooms
510,129
Americas System size increased by 132
hotels (12,669 rooms) to 4,161 hotels (510,129
rooms) during 2018. 208 hotels (22,248
rooms) opened in the year, compared to
190 hotels (21,615 rooms) in 2017. Openings
included 135 hotels (13,392 rooms) in the
Holiday Inn brand family, representing
64.9% of the region’s hotel openings.
76 hotels (9,579 rooms) were removed from
the Americas System in 2018, demonstrating
our continued commitment to quality,
compared to 86 hotels (12,148 rooms)
in 2017.
175
65
221
667
313
(1,112)
7,210
87
1,876
1,786
1,381
12,669
12,810
(141)
–
12,669
2018
17,753
12,307
41,499
7,495
1,551
134,492
206,620
87
28,032
37,210
23,083
510,129
450,102
57,804
2,223
510,129
61.0
32.9
a Includes 23 Holiday Inn Resort properties (6,184 rooms) and 27 Holiday Inn Club Vacations properties (7,927 rooms)
(2017: 25 Holiday Inn Resort properties (6,787 rooms) and 26 Holiday Inn Club Vacations properties (7,676 rooms)).
Americas pipeline
At 31 December
Analysed by brand
InterContinental
Kimpton
Crowne Plaza
Hotel Indigo
EVEN Hotels
Holiday Innb
Holiday Inn Express
avid hotels
Staybridge Suites
Candlewood Suites
Other
Total
Analysed by ownership type
Franchised
Managed
Total
Hotels
Change
over 2017
(1)
2
(8)
2
2
(2)
(25)
127
17
(10)
10
114
113
1
114
2018
1,477
2,335
1,263
4,523
1,296
16,052
47,620
15,811
16,902
9,121
3,882
120,282
113,657
6,625
120,282
2018
6
16
6
35
10
126
499
171
163
102
22
1,156
1,115
41
1,156
b Includes one Holiday Inn Resort property (165 rooms) (2017: one Holiday Inn Resort property (165 rooms)).
Total number of hotels in the pipeline
Rooms
Change
over 2017
1,156
(416)
97
(1,456)
497
182
(323)
(1,987)
11,768
1,470
(888)
2,234
11,178
10,813
365
11,178
Total number of rooms in the pipeline
120,282
At 31 December 2018, the Americas pipeline
totalled 1,156 hotels (120,282 rooms),
representing an increase of 114 hotels (11,178
rooms) over the prior year. Strong signings of
416 hotels (42,766 rooms) were ahead of last
year by 51 hotels (5,347 rooms). The majority
of 2018 signings were within our mainstream
brands including the Holiday Inn brand family
(156 hotels, 15,643 rooms), our extended stay
brands, Staybridge Suites and Candlewood
Suites (76 hotels, 7,218 rooms) and avid hotels
(129 hotels, 12,057 rooms), which continues to
make good progress towards becoming IHG’s
next brand of scale.
94 hotels (9,340 rooms) were removed from
the pipeline in 2018 compared to 78 hotels
(9,151 rooms) in 2017.
42
IHG | Annual Report and Form 20-F 2018
Strategic Report
EMEAA
EMEAA revenue 2018 ($569m)
30%
EMEAA number of rooms (211,099)
25%
Comparable RevPAR movement
on previous year
(12 months ended 31 December 2018)
Fee business
InterContinental
Crowne Plaza
Hotel Indigo
Holiday Inn
Holiday Inn Express
Staybridge Suites
All brands
Owned, leased and managed lease
InterContinental
Holiday Inn
All brands
2.6%
3.4%
4.7%
3.0%
2.0%
1.1%
2.8%
(1.6)%
6.9%
(0.7)%
“ 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
Regional priorities
• EMEAA has delivered strong growth with
signings increasing by more than 20% in
2018. Through enhancing our core brand
portfolio, embedding the new EMEAA
operating model and focusing on
operational performance, as well as
continuing to enter new markets with our
brands, we will concentrate on delivering
growth in 2019.
• We have a strategic plan in the UK and a key
development in 2018 has been the integration
of the UK portfolio properties which is
progressing well and will be a focus for
2019. In Germany, one of the world’s largest
outbound markets, we have developed
strong relationships with our Multiple
Development Agreement (MDA) partners
who are our primary source of growth. We
are building an empowered business with
increased resource and capability.
• The expansion of Kimpton Hotels &
Restaurants has gathered momentum
across EMEAA with key signings in
Bangkok, Barcelona, Frankfurt, Paris and
Tokyo, as well as the opening of our first UK
property – the Kimpton Fitzroy in London.
EMEAA will look to build further on this
momentum in 2019.
Industry performance in 2018
Industry RevPAR in EMEAA increased by
4.3%, driven by a 3.2% average daily rate
growth and 0.8ppts occupancy growth. In
Europe room demand grew 1.7% and average
daily rate advanced 4.3%, resulting in RevPAR
growth of 5.5%. UK industry RevPAR was up
2.5%, led by a 1.7% rate increase, as room
demand increased 2.6%. In Germany,
industry RevPAR was up 2.4%, driven by
1.8% in average daily rate and a 2.8%
increase in demand.
RevPAR grew 1.4% in the Middle East.
Excluding Egypt, RevPAR declined 5.5% in
the Middle East, as supply increased 5.3%.
India saw RevPAR increase 2.0%.
Regional highlights
Growing our brand portfolio
• An agreement to rebrand and operate a
portfolio of high-quality hotels established
IHG as the UK’s leading luxury hotel
operator. IHG has subsequently confirmed
the UK debut locations for Kimpton Hotels
& Restaurants and our new upscale brand,
voco, in prime city centre and destination
locations around the country.
• The launch of new upscale brand voco in
June with an ambition to open more than
200 voco hotels over the next 10 years.
This distinctive brand will offer owners
the ability to drive higher returns through
delivering a compelling guest experience
and leveraging IHG’s powerful systems.
The first voco hotels worldwide are
already open, in Australia and the UK.
• We announced in October a Multiple
Development Agreement (MDA) to bring
15 avid hotels to the German market,
where our proactive development
approach has delivered exceptional
growth in recent years.
IHG’s regional performance in 2018
EMEAA RevPAR grew 2.7%, driven by
1.8% average daily rate growth. In the
UK, where IHG has the largest regional
presence, RevPAR increased 1.2%, led by
growth in London (2.6%). France and
Germany achieved RevPAR growth of 6.5%
and 1.0% respectively driven by average
daily rate growth. The rest of Europe
achieved growth of 8.4%, led by recovery
in markets previously impacted by terror
attacks and by growth in Russia, driven
by the FIFA World Cup.
India RevPAR grew 9.8%, driven by average
daily rate, whilst the Middle East declined
6.3%, following oversupply.
Elsewhere in EMEAA, several major markets
all saw RevPAR growth, including Japan
(2.3%), Australia (1.2%), and Thailand (2.8%),
driven by both demand and average daily rate.
Japan grew 3.2% driven by average daily
rate whilst growth in Australia (0.8%) was
dampened by supply growth in certain
cities. Thailand grew by 2.4%.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance
43
Performance continued
EMEAA continued
EMEAA results
Revenue from the
reportable segmenta
Fee business
Owned, leased and managed lease
Total
Percentage of Group revenue from
reportable segments
Operating profit from the
reportable segmenta
Fee business
Owned, leased and managed lease
Exceptional items
Operating profit
Percentage of Group operating
profit from reportable segments
before central overheadsb
12 months ended 31 December
2018
$m
2017
Restated
$m
2018 vs
2017
% change
2016
Restated
$m
2017 vs
2016
% change
320
249
569
294
163
457
8.8
52.8
24.5
274
165
439
29.4
26.4
3.0
26.3
200
2
202
(12)
190
165
6
171
(4)
167
21.2
(66.7)
18.1
(200.0)
13.8
148
9
157
–
157
7.3
(1.2)
4.1
0.1
11.5
(33.3)
8.9
–
6.4
21.6
19.9
1.8
18.9
1.0
Highlights for the year ended
31 December 2018
Comprising of 1,051 hotels (211,099 rooms)
at the end of 2018, EMEAA represented 25%
of the Group’s room count. Revenues are
primarily generated from hotels in the UK
and gateway cities in continental Europe, the
Middle East and Asia. The largest portion of
rooms in the UK and continental Europe are
operated under the franchise business
model, primarily under our mainstream
brands (Holiday Inn and Holiday Inn Express).
Similarly, in the upscale market segment,
Crowne Plaza is predominantly franchised,
whereas, in the luxury market segment, the
majority of InterContinental-branded hotels
are operated under management
agreements. The majority of hotels in
markets outside of Europe are operated
under the managed business model.
Recovery in markets previously impacted by
terror attacks continued with 6.5% growth in
France. The Middle East declined by 6.3%,
impacted by increased supply and political
instability in certain markets.
Revenue and operating profit from the
reportable segment are further analysed by
fee business and owned, leased and
managed lease hotels.
Fee business revenue increased by $26m
(8.8%) to $320m, whilst operating profit
increased by $35m (21.2%) to $200m, partly
benefiting from the impact of foreign
exchanged (revenue $3m, and operating
profit $2m), and from cost savings
associated with the Group-wide efficiency
programme. Comparable RevPAR increased
by 2.8%, driven by gains in both average
daily rate and occupancy.
Owned, leased and managed lease
revenue increased by $86m (52.8%) due
to the addition of a portfolio in the UK, and
partly benefiting from the impact of foreign
exchanged ($2m), whilst operating profit
decreased by $4m (66.7%), partly impacted
by adverse foreign exchanged ($1m).
Revenue from the reportable segmenta
increased by $112m (24.5%) to $569m and
operating profit increased by $23m (13.8%)
to $190m, both including the benefit of $7m
significant liquidated damages recorded
(2017: $nil). Operating profit from the
reportable segmenta increased by $31m
(18.1%) to $202m. On an underlyingc basis,
revenue increased by $14m (3.1%) and
operating profit increased by $25m (14.6%)
driven by strong trading, net rooms growth
and lower costs associated with the
Group-wide efficiency programme.
Overall, comparable RevPAR in EMEAA
increased by 2.7%, with the UK and Germany
increasing by 1.2% and 1.0% respectively.
Highlights for the year ended
31 December 2017
Revenue from the reportable segmenta
increased by $18m (4.1%) to $457m and
operating profit increased by $10m (6.4%) to
$167m. Operating profit from the reportable
segmenta increased by $14m (8.9%) to
$171m. On an underlyingc basis, revenue
increased by $21m (4.8%) and operating
profit increased by $16m (10.2%) driven
by strong trading, 7.0% rooms growth
and effective cost control to maintain
overheads in line with the prior year.
Overall, comparable RevPAR in EMEAA
increased by 4.2%, with the UK and Germany
increasing by 4.5% and 2.1% respectively.
Recovery in markets previously impacted by
terror attacks led to RevPAR growth in the
year of 7.1% in France and double digit
growth in Belgium and Turkey. Performance
was positive in Japan and Australia which
grew by 2.7% and 4.5% respectively,
however the Middle East decreased by
4.1%, impacted by low oil prices and
industry-wide oversupply.
Revenue and operating profit from the
reportable segment are further analysed by
fee business and owned, leased and
managed lease hotels.
Fee business revenue increased by $20m
(7.3%) to $294m, whilst operating profit
increased by $17m (11.5%) to $165m, partly
impacted by adverse foreign exchanged
(revenue $4m, and operating profit $2m).
Comparable RevPAR increased by 4.2%,
driven by gains in both average daily rate
and occupancy.
Owned, leased and managed lease revenue
decreased by $2m (1.2%), partly benefiting
from the impact of foreign exchanged ($1m)
whilst operating profit decreased by
$3m (33%).
a EMEAA reportable segment includes revenue and
operating profit before exceptional items, excluding
System Fund revenues and expenses and
reimbursement of costs, for both fee business and
owned, leased and managed lease hotels.
b Operating profit from reportable segments before
central overheads excludes exceptional items, System
Fund revenues and expenses, reimbursement of costs,
and central overheads, to assist understanding of the
relative contribution of IHG’s regions to the Group.
c Underlying revenue and underlying operating profit
both exclude System Fund revenues and expenses,
reimbursement of costs, the impact of owned asset
disposals, significant liquidated damages and current
year acquisitions, all translated at constant currency
using prior year exchange rates. Underlying operating
profit growth also excludes the impact of exceptional
items (see pages 172 and 173).
d The impact of movements between the previous year’s
actual average exchange rates and actual average rates
in 2018.
44
IHG | Annual Report and Form 20-F 2018
Strategic Report EMEAA hotel and room count
At 31 December
Analysed by brand
Regent
InterContinental
Kimpton
Crowne Plaza
voco
Hotel Indigo
Holiday Inna
Holiday Inn Express
Staybridge Suites
Other
Total
Analysed by ownership type
Franchised
Managed
Owned, leased and
managed lease
Total
Percentage of Group hotel
and room count
2018
3
106
2
182
2
35
385
304
15
17
1,051
726
309
16
1,051
18.8
Hotels
Change
over 2017
3
2
1
6
2
8
2
22
4
10
60
31
18
11
60
2018
769
32,299
608
46,259
531
3,748
71,353
43,732
2,185
9,615
211,099
118,122
89,204
3,773
211,099
Rooms
Change
over 2017
Total number of hotels
1,051
Total number of rooms
211,099
During 2018, EMEAA System size increased
by 60 hotels (12,023 rooms) to 1,051 hotels
(211,099 rooms). 77 hotels (15,283 rooms)
opened in EMEAA in 2018, compared to 52
hotels (16,002 rooms) in 2017.
17 hotels (3,260 rooms) left the EMEAA
System in the period, compared to 18 hotels
(3,046 rooms) in the previous year.
769
508
334
1,685
531
954
923
4,557
596
1,166
12,023
6,344
3,554
2,125
12,023
23.5
25.2
31.3
a Includes 16 Holiday Inn Resort properties (3,391 rooms) (2017: 16 Holiday Inn Resort properties (3,347 rooms)).
EMEAA pipeline
At 31 December
Analysed by brand
Regent
InterContinental
Kimpton
Crowne Plaza
voco
Hotel Indigo
EVEN Hotels
Holiday Inna
Holiday Inn Express
Staybridge Suites
Other
Total
Analysed by ownership type
Franchised
Managed
Owned, leased and
managed lease
Total
Hotels
Change
over 2017
3
1
5
(2)
8
6
–
11
6
5
–
43
6
36
1
43
2018
3
29
7
34
8
40
1
106
114
19
1
362
159
202
1
362
2018
514
6,919
1,240
9,016
1,510
5,761
200
24,339
19,154
3,947
143
72,743
25,681
46,907
155
72,743
Total number of hotels in the pipeline
Rooms
Change
over 2017
362
Total number of rooms in the pipeline
72,743
The EMEAA pipeline totalled 362 hotels
(72,743 rooms) at 31 December 2018,
representing an increase of 43 hotels (9,385
rooms) over 31 December 2017. Signings of
133 hotels (26,918 rooms), represented an
increase of 11 hotels (5,057 rooms) from the
prior year.
13 hotels (2,250 rooms) were removed from
the pipeline in 2018, compared to 37 hotels
(6,098 rooms) in 2017.
514
439
1,041
361
1,510
1,021
–
2,274
1,058
1,438
(271)
9,385
853
8,377
155
9,385
a Includes 10 Holiday Inn Resort properties (2,353 rooms) (2017: five Holiday Inn Resort properties (1,075 rooms)).
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance
45
Performance continued
Greater China
“ 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
Regional highlights
Franchise growth
• Adapting our America’s franchise
platform, we have tailored and
implemented the Greater China Franchise
Performance Support Model. Built to
support franchise hotels, it delivers a high
quality guest experience and superior
owner returns.
• Franchise Plus has significantly
accelerated Holiday Inn Express growth
in China, with 71 hotels signed in 2018,
taking the total signed since launch to
143. We extended this franchise offer
to Crowne Plaza and Holiday Inn with
seven franchise signings under these
brands in 2018.
• We continue to evolve this franchise
model, focusing on improving owner
returns through the delivery of the next
generation design for Holiday Inn
Express and Holiday Inn brands.
IHG’s regional performance in 2018
IHG’s comparable RevPAR in Greater
China increased by 6.9% in 2018, ahead of
the industry, driven by 3.5% average daily
rate growth and 2.1% occupancy growth.
Mainland China RevPAR increased by
6.3%, led by growth in tier 1 and tier 2
cities due to strong transient and meeting
demand, ramp-up of new hotels and a
strong Chinese New Year. RevPAR grew
in Hong Kong and Macau by 8.9% and
8.4% respectively.
Greater China revenue 2018 ($143m)
7%
Greater China number of rooms (115,313)
14%
Comparable RevPAR movement
on previous year
(12 months ended 31 December 2018)
Fee business
InterContinental
HUALUXE
Crowne Plaza
Hotel Indigo
Holiday Inn
Holiday Inn Express
All brands
6.2%
21.5%
8.2%
9.3%
4.8%
6.9%
6.9%
Regional priorities
• Continue to build on our scale and look
forward to opening our 400th hotel. This
follows strong growth momentum in 2018,
when record openings and signings took
our combined System size and pipeline to
over 700 hotels, with 193,000 rooms.
• Strengthen our owner proposition with the
continued roll-out of our franchise model
for Holiday Inn Express, Holiday Inn and
Crowne Plaza brands. This model is
attractive to owners and contributed to
56% of total signings in the region in 2018.
• Responding to the needs of our guests,
we will continue to innovate using
digital technologies, including
implementing guest digital payment
solutions; launching IHG Rewards Club
WeChat Mini Program; and testing Artificial
Intelligence enabled smart rooms in
InterContinental hotels.
• Continue our talent development
momentum to support growth.
Industry performance in 2018
Lodging industry RevPAR in Greater China
increased by 3.7% via growth in both
demand and average daily rate. RevPAR has
now increased for the last two years, as
supply growth continues to slow, whilst
average daily rate has continued to rise.
Supply increase in 2018 (3.8%) was the
lowest in the last 19 years.
Tier 1 city RevPAR grew 5.1% for 2018, led by
5.0% increase in average daily rate. Tiers 2, 3
and 4 saw moderate RevPAR growth below
3%. Tier 2 saw the largest increase in demand
(6.5%) while tier 1 saw the smallest (2.4%).
Whilst supply growth slowed in Greater China
overall, certain areas continued to see strong
increases, including Mainland China (4.0%)
and Macau (3.5%). Demand was also the
strongest in those areas with Mainland China
increasing 4.8% and Macau increasing 7.5%.
Hong Kong RevPAR grew 10.6% led by an
average daily rate increase of 9.7% for
the year.
46
IHG | Annual Report and Form 20-F 2018
Strategic Report Greater China results
Revenue from the
reportable segmenta
Fee business
Total
Percentage of Group revenue
from reportable segments
Operating profit from the
reportable segmenta
Fee business
Exceptional items
Operating profit
Percentage of Group operating
profit from reportable segments
before central overheadsb
12 months ended 31 December
2018
$m
2017
Restated
$m
2018 vs
2017
% change
2016
Restated
$m
2017 vs
2016
% change
143
143
7.4
69
(1)
68
117
117
6.8
52
–
52
22.2
22.2
0.6
32.7
–
30.8
112
112
6.7
46
–
46
4.5
4.5
0.1
13.0
–
13.0
7.4
6.0
1.4
5.5
0.5
Highlights for the year ended
31 December 2018
Comprising 391 hotels (115,313 rooms)
at 31 December 2018, Greater China
represented approximately 14% of the
Group’s room count. The majority of rooms
in Greater China operate under the managed
business model.
Highlights for the year ended
31 December 2017
Revenue from the reportable segmenta and
operating profit increased by $5m (4.5%) to
$117m and by $6m (13.0%) to $52m
respectively and on an underlyingc basis
revenue increased by $7m (6.3%)
and operating profit by $6m (13.0%).
Revenue from the reportable segmenta
increased by $26m (22.2%) to $143m and
operating profit increased by $16m (30.8%)
to $68m, both including the benefit of $6m
of significant liquidated damages recorded
(2017: $nil). Operating profit from the
reportable segmenta increased by $17m
(32.7%) to $69m. On an underlyingc basis,
revenue increased by $18m (15.4%) and
operating profit increased by $10m (19.2%).
The region achieved comparable RevPAR
growth of 6.9%, ahead of the industry,
reflecting our scale and management
strength in Greater China.
These increases in fee business revenue
and operating profit were driven by strong
trading and 13.6% rooms growth and
continued benefits of leveraging the scale
of the operational platform we have built in
Greater China. Comparable RevPAR growth
of 6.9% benefited from strong transient and
meetings demand in mainland tier 1 and
tier 2 cities.
These increases in fee business revenue
and operating profit were driven by strong
trading in Mainland China and 9.2% rooms
growth as well as robust cost control as
we continued to leverage the scale of the
operational platform we have built in Greater
China. RevPAR growth of 6.0% benefited
from strong transient, corporate and
meetings demand in mainland tier 1 cities.
a Greater China reportable segment includes revenue and
operating profit before exceptional items, excluding
System Fund revenues and expenses and
reimbursement of costs, for the fee business.
b Operating profit from reportable segments before
central overheads excludes exceptional items, System
Fund revenues and expenses, reimbursement of costs,
and central overheads, to assist understanding of the
relative contribution of IHG’s regions to the Group.
c Underlying revenue and underlying operating profit
both exclude System Fund revenues and expenses,
reimbursement of costs, the impact of owned asset
disposals, significant liquidated damages and current
year acquisitions, all translated at constant currency
using prior year exchange rates. Underlying operating
profit growth also excludes the impact of exceptional
items ((see pages 172 and 173).
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance
47
a Includes six Holiday Inn Resort properties (1,726 rooms) (2017: six Holiday Inn Resort properties (1,820 rooms)).
Greater China pipeline
Total number of hotels in the pipeline
Total number of hotels
Rooms
Change
over 2017
391
1,236
2,600
246
3,462
483
1,348
5,351
(952)
13,774
4,991
8,783
13,774
35.8
Total number of rooms
115,313
The Greater China System size increased
by 63 hotels (13,774 rooms) in 2018 to
391 hotels (115,313 rooms). 77 hotels (18,812
rooms) opened, our highest ever and 34
hotels (8,242 rooms) higher than 2017.
Recent growth in the region has focused on
tier 2 and 3 cities, which now represent
approximately 67% of our open rooms. 47
Holiday Inn brand family hotels (9,090
rooms) were added in the year, compared to
33 hotels (7,184 rooms) in 2017.
14 hotels (5,038 rooms) were removed in
2018 compared to seven hotels (2,053
rooms) in 2017.
Rooms
Change
over 2017
341
(1,581)
Total number of rooms in the pipeline
540
(190)
182
259
892
144
5,993
–
6,239
10,329
(4,090)
6,239
77,923
At 31 December 2018, the Greater China
pipeline totalled 341 hotels (77,923 rooms)
compared to 294 hotels (71,684 rooms)
at 31 December 2017. Signings (142 hotels,
29,130 rooms) were the highest ever,
representing an increase of 20.3% (4,929
rooms) from the prior year. 99 hotels
(17,958 rooms) were signed for the Holiday
Inn brand family, including 71 franchised
Holiday Inn Express hotels.
18 hotels (4,079 rooms) were removed from
the pipeline in 2018, compared to 20 hotels
(5,975 rooms) in 2017.
Performance continued
Greater China continued
Greater China hotel and room count
At 31 December
Analysed by brand
Regent Hotels
InterContinental
HUALUXE
Crowne Plaza
Hotel Indigo
Holiday Inna
Holiday Inn Express
Other
Total
Analysed by ownership type
Franchised
Managed
Total
Percentage of Group hotel
and room count
Hotels
Change
over 2017
3
7
1
9
3
6
32
2
63
25
38
63
2018
1,236
19,229
2,335
32,410
1,506
28,007
29,164
1,426
115,313
8,755
106,558
115,313
24.7
13.8
2018
3
47
8
91
10
92
133
7
391
36
355
391
7.0
At 31 December
Analysed by brand
InterContinental
Kimpton
HUALUXE
Crowne Plaza
Hotel Indigo
EVEN Hotels
Holiday Innb
Holiday Inn Express
Other
Total
Analysed by ownership type
Franchised
Managed
Total
Hotels
Change
over 2017
(3)
2
–
3
2
4
2
37
–
47
56
(9)
47
2018
25
4
21
39
17
7
56
171
1
341
124
217
341
2018
7,399
899
6,099
11,855
2,794
1,688
15,260
31,650
279
77,923
22,005
55,918
77,923
b Includes eight Holiday Inn Resort properties (2,711 rooms) (2017: seven Holiday Inn Resort properties (2,380 rooms)).
48
IHG | Annual Report and Form 20-F 2018
Strategic Report Central
Central results
Revenue
Gross costs
Exceptional items
Operating loss
12 months ended 31 December
2017
Restated
$m
2018
vs 2017
% change
2016
Restated
$m
2017
vs 2016
% change
157
(259)
(102)
(29)
(131)
8.3
(10.8)
(14.7)
(89.7)
(31.3)
147
(270)
(123)
–
(123)
6.8
4.1
17.1
–
6.5
2018
$m
170
(287)
(117)
(55)
(172)
Highlights for the year ended
31 December 2018
Net operating loss increased by $41m (31.3%)
compared to 2017. Central revenue, which
mainly comprises technology fee income,
increased by $13m (8.3%) to $170m (an
increase of $12m (7.6%) at constant currency),
driven by increases in both comparable
RevPAR (2.5%) and IHG System size (4.8%).
Gross costs increased by $28m (10.8%),
partly impacted by $2m of adverse foreign
exchangea and driven by reinvestment of a
portion of savings delivered elsewhere in the
business and higher healthcare costs.
Net operating loss before exceptional items
increased by $15m (14.7%) to $117m (a
$14m or 13.7% increase to $116m at
constant currency).
Highlights for the year ended
31 December 2017
The net operating loss increased by $8m
(6.5%) compared to 2016. Central revenue,
which mainly comprises technology fee
income, increased by $10m (6.8%) to $157m
(an increase of $11m (7.5%) at constant
currency), driven by increases in both
comparable RevPAR (2.7%) and IHG System
size (4.0%). Gross costs decreased by $11m
(4.1%), benefiting from the impact of $4m
of foreign exchangea and the impact of our
cost management programme.
Net operating loss before exceptional
items decreased by $21m (17.1%) to
$102m (an $18m or 14.6% decrease
at constant currency).
a The impact of movements between the previous year’s
average exchange rates and actual average rates in 2018.
Other financial information
System Fund
In the year to 31 December 2018, System
Fund revenues decreased by 0.7% from
$1,242m to $1,233m (2016: $1,199m). The
primary driver was a favourable adjustment
in 2017 (as restated) relating to a change in
the actuarial assumptions around the
ultimate rate of consumption of IHG Rewards
Club points (‘breakage’). This adjustment
was immaterial in 2018. This is largely offset
by an underlying growth of 6.3% in
assessment fees and contributions from
hotels, reflecting increased RevPAR and
System size, and increased revenue relating
to co-branding agreements.
The Group operates a System Fund to collect
and administer cash assessments from hotel
owners for the specific purpose of use in
marketing, the Guest Reservation Systems,
and hotel loyalty programme. The Fund also
receives proceeds from the sale of loyalty
points under third-party co-branding
arrangements. The Fund is not managed to
generate a profit or loss for IHG, although an
in-year surplus or deficit can arise, but is
managed for the benefit of hotels in the IHG
System with the objective of driving
revenues for the hotels.
Reimbursement of costs
In the year to 31 December 2018,
reimbursable revenue increased 6.2% from
$1,103m to $1,171m (2016: $1,046m),
primarily due to an increase in the number of
managed hotels in the Americas driving
additional payroll cost.
Cost reimbursements revenue represents
reimbursements of costs incurred on behalf
of managed and franchised properties and
relates, predominantly, to payroll costs at
managed properties where we are the
employer. As we record cost
reimbursements based upon costs incurred
with no added mark up, this revenue and
related expenses has no impact on either
our operating profit or net income.
Exceptional items
Pre-tax exceptional items are treated as
exceptional by reason of their size or
nature and are excluded from the
calculation of adjusted earnings per
ordinary share as well as other Non-GAAP
measures (see page 36) in order to
provide a more meaningful comparison
of performance and can include, but are
not restricted to, gains and losses on the
disposal of assets, impairment charges and
reversals, and restructuring costs (for more
information see page 124).
2018 pre-tax exceptional items totalled a
charge of $104m. The charge included:
$18m of litigation costs primarily relating to
a material settlement agreed in respect of
a lawsuit filed against the Group in the
Americas region, together with associated
legal fees; $56m relating to reorganisation
costs (see below); $15m arising from the
termination of the US funded Inter-
Continental Hotels Pension Plan and $15m
relating to the acquisition of the Regent
Hotels and Resorts brand and associated
management contracts (‘Regent’), the UK
portfolio and Six Senses Hotels Resorts Spas
(‘Six Senses’).
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 Regent.
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 ten
(‘UK portfolio’) at 31 December 2018. Two
further leased hotels were added on 14
February 2019. On 12 February 2019, the
Group completed the acquisition of Six
Senses for $300m paid in cash.
Reorganisation costs
In September 2017, the Group launched
a comprehensive efficiency programme
funding a series of new strategic initiatives
to drive an acceleration in IHG’s future
growth. The programme is centred around
strengthening the Group’s 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 programme is expected to realise
c.$125m in annual savings by 2020, of which
c.$75m will benefit the System Fund. These
savings, primarily in administrative expenses,
are planned to be reinvested as they are
realised to accelerate medium-term revenue
growth. There will be an estimated $200m
cost to achieve these savings, (of which
$103m was incurred in 2018 (2017: $45m)),
including amounts charged to the System
Fund. The exceptional cost charged to the
Group income statement in 2018 of $56m
includes consultancy fees of $25m and
severance costs of $18m.
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance
49
Performance continued
Other financial information
Net financial expenses
Net financial expenses increased by $9m to
$81m. The increase is primarily due to the
unwind of $5m interest on deferred and
contingent consideration relating to the
Regent and UK portfolio acquisitions and
interest on the €500m bond issued in
November 2018. On an underlying basis,
interest increased from $85m to $100m.
Financing costs included $48m (2017:
$44m) of interest costs on the public bonds
and $20m (2017: $20m) in respect of the
InterContinental Boston finance lease, both
of which are fixed rate debt.
Taxation
The effective rate of tax on profit before
exceptional items and System Fund was 22%
(2017: 29%). Excluding the impact of prior
year items, the equivalent tax rate would be
23% (2017: 30%). This rate is higher than the
average UK statutory rate of 19% (2017:
19.25%), due mainly to certain overseas
profits (particularly in the US) being subject
to statutory tax rates higher than the UK
statutory rate, unrelieved foreign taxes and
disallowable expenses.
Taxation within exceptional items totalled
a credit of $27m (2017: credit of $88m). This
included a current tax credit of $11m on
reorganisation costs, a $5m current tax
credit in respect of litigation costs, a $6m
tax credit ($5m current tax and $1m deferred
tax) arising from a US pension scheme
settlement, a $2m current tax credit in
respect of acquisition costs, a $2m prior year
current tax charge on the sale of Avendra,
and a $5m exceptional prior year tax credit
in respect of significant US tax reform.
Net tax paid in 2018 totalled $68m (2017:
$172m). The 2018 tax paid was less than 2017
principally due to material tax repayments
from the UK and US tax authorities in 2018
and exceptional tax paid on the sale of
Avendra in 2017.
IHG pursues an approach to tax that is
consistent with its business strategy and its
overall business conduct principles. This
approach seeks to ensure full compliance
with all tax filing, payment and reporting
obligations on the basis of communicative
and transparent relationships with tax
authorities. Policies and procedures related
to tax risk management are subject to
regular review and update and are
approved by the IHG Audit Committee.
The Group’s Approach to Tax
document is available on IHG’s website at
www.ihgplc.com/responsible-business
Tax liabilities or refunds may differ from those
anticipated, in particular as a result of changes
in tax law, changes in the interpretation of tax
law, or clarification of uncertainties in the
application of tax law. Procedures to minimise
risk include the preparation of thorough tax
risk assessments for all transactions carrying
material tax risk and, where appropriate,
material tax uncertainties are discussed and
resolved with tax authorities in advance. As
a result of its business profile as a hotel
manager, and also as a residual legacy from
prior acquisitions, IHG does have a small
number of subsidiaries in jurisdictions
commonly portrayed as tax havens. IHG
manages such subsidiaries on a basis
consistent with its business principles (for
example, by making some foreign
incorporated companies UK tax resident or
by operating others so that local profits are
commensurate with local activity).
IHG’s contribution to the jurisdictions in
which it operates includes a significant
contribution in the form of taxes borne and
collected, including taxes on its revenues
and profits and in respect of the
employment its business generates. IHG
earns approximately 75% of its revenues in
the form of franchise, management or similar
fees, with over 82% of IHG-branded hotels
being franchised. In jurisdictions in which
IHG does franchise business, the prevailing
tax law will generally provide for IHG to be
taxed in the form of local withholding taxes
based on a percentage of fees rather than
based on profits. Costs to support the
franchise business are normally incurred
regionally or globally, and therefore profits
for an individual franchise jurisdiction cannot
be separately determined.
Dividends
The Board has proposed a final dividend per
ordinary share of 78.1¢. With the interim
dividend per ordinary share of 36.3¢, the
full-year dividend per ordinary share for
2018 will total 114.4¢, an increase of 10%
over 2017.
On 19 October 2018, the Group announced
a $500m return of funds to shareholders
by way of a special dividend and share
consolidation. The special dividend
($2.621 per ordinary share) was paid
on 29 January 2019.
IHG pays its dividends in pounds sterling and
US dollars. 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. See page 17 for details of IHG’s
dividend policy.
Earnings per ordinary share
Basic earnings per ordinary share decreased
by 34.0% to 184.7¢ from 279.8¢ in 2017
whilst adjusted earnings per ordinary share
and underlying earnings per ordinary share
increased by 19.4% to 292.1¢ and by 18.8%
to 290.5¢ respectively.
Share price and market capitalisation
The IHG share price closed at £42.37 on
31 December 2018, down from £47.19 on
31 December 2017. The market capitalisation
of the Group at the year-end was £8.1bn.
Liquidity and capital resources
Sources of liquidity
In November 2018, the Group issued a
€500m, 2.125% euro bond repayable in May
2027. The bond extends the maturity profile
of the Group’s debt. Currency swaps were
transacted at the same time the bonds were
issued in order to swap the proceeds and
interest flows into pounds sterling. The
currency swaps fix the bond debt at £436m,
with interest payable semi-annually at a rate
of 3.5%. This is in addition to £400m of
public bonds which are repayable on 28
November 2022, £300m repayable on 14
August 2025 and £350m repayable on 24
August 2026.
The Group is further financed by a
$1.275bn revolving syndicated bank facility
(the Syndicated Facility) and a $75m
revolving bilateral facility (the Bilateral
Facility) which mature in March 2022, both
of which were undrawn at the year-end.
The Syndicated and Bilateral Facilities
contain the same terms and two financial
covenants; interest cover; and net debt
divided by operating profit before
exceptional items, depreciation and
amortisation and System Fund revenue
and expenses. The Group is in compliance
with all of the financial covenants in its loan
documents, none of which is expected to
present a material restriction on funding
in the near future. Financial covenants will
not be affected by the adoption of
IFRS 16 ‘Leases’.
Additional funding is provided by the
99-year finance lease (of which 87 years
remain) on InterContinental Boston and
other uncommitted bank facilities (see note
20 to the Group Financial Statements). In the
Group’s opinion, the available facilities are
sufficient for the Group’s present liquidity
requirements. Borrowings included bank
overdrafts of $104m (2017: $110m), which
were matched by an equivalent amount of
cash and cash equivalents under the Group’s
cash pooling arrangements.
50
IHG | Annual Report and Form 20-F 2018
Strategic Report Liquidity and capital resources continued
ongoing operating expenses, interest
payments, maintenance capital expenditure
and normal dividend payments of the Group.
The Group believes that the requirements of
its existing business and future investment
can be met from cash generated internally,
disposition of assets, and external finance
expected to be available to it.
Cash from investing activities
Net cash outflows from investing activities
decreased by $17m to $189m, reflecting a
lower level of expenditure on IHG Concerto
in the current year and a $43m investment in
one of the Group’s associates in 2017, offset
by Avendra sale proceeds of $75m received
last year. In the current year, $38m was
spent on the acquisition of businesses and a
one-off distribution of $32m was received
from a joint venture.
The Group had committed contractual
capital expenditure of $136m at
31 December 2018 (2017: $104m).
Cash used in financing activities
Net cash from financing activities totalled
$86m, which was $532m higher than 2017,
primarily due to a $133m increase in
borrowings, including the issue of a new
€500m long-term bond, offset by
repayment of other borrowings and the
cash outflow from the $400m special
dividend paid in 2017.
Off-balance sheet arrangements
At 31 December 2018, the Group had no
off-balance sheet arrangements that have
or are reasonably likely to have a current
or future material effect on the Group’s
financial condition, revenues or expenses,
results of operations, liquidity, capital
expenditures or capital resources.
Contingent liabilities
Contingent liabilities include performance
guarantees with possible cash outflows
totalling $42m, guarantees over the debt of
equity investments of $43m and outstanding
letters of credit of $29m. The Group may also
be exposed to additional liabilities resulting
from security incidents. See note 30 to the
Group Financial Statements for further details.
Contractual obligations
The Group had the following contractual
obligations outstanding as of 31 December
2018. See table below.
Long-term debt obligationsa,b
Interest payableb
Derivatives
Finance lease obligationsc
Operating lease obligationsd
Agreed pension scheme contributions
Capital contracts placede
Deferred and contingent
purchase considerationf
Total
Total amounts
committed
$m
Less than
1 year
$m
1–3
years
$m
3–5
years
$m
1,913
359
46
3,300
509
6
136
314
6,583
–
50
12
16
56
6
136
7
283
–
112
15
32
121
–
–
30
310
511
92
15
40
66
–
–
15
739
After
5 years
$m
1,402
105
4
3,212
266
–
–
262
5,251
a Repayment period classified according to the related facility maturity date.
b Excluding bank overdrafts.
c Mainly represents the minimum lease payments related to the 99-year lease (of which 87 years remain) on
InterContinental Boston. Payments under the lease step up at regular intervals over the lease term.
d See note 28 to the Group Financial Statements for futher details.
e Includes a commitment to spend $33m on the acquired UK portfolio (see note 11 to the Group Financial Statements for
further details) within two and a half years of the acquisition date.
f Relates to the acquisitions of Regent and the UK portfolio (see note 11 to the Group Financial Statements for
further details).
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 daily 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 most
significant balances in the US and Canada,
and the matching overdrafts are held by the
Group’s central treasury company in the UK.
Net debt of $1,530m (2017: $1,851m) is
analysed by currency as follows:
2018
$m
2017
$m
Borrowings
Sterling*
US dollar
Euros
Other
Cash and cash
equivalents
Sterling
US dollar
Euros
Canadian dollar
Chinese renminbi
Other
Net debt
Average debt level
1,895
329
8
2
(479)
(91)
(23)
(12)
(58)
(41)
1,530
1,755
1,416
601
2
–
(13)
(75)
(13)
(13)
(12)
(42)
1,851
1,810
* 2018 includes the impact of currency swaps.
Cash balances at 31 December 2018 include
$502m of the proceeds from the euro bond
invested in short-term deposits and
repurchase agreements. Cash and cash
equivalents include $2m (2017: $3m) that is
not available for use by the Group due to
local exchange controls. In January 2019,
$500m was returned to shareholders via
a special dividend.
Information on the maturity profile
and interest structure of borrowings is
included in notes 20 and 22 to the
Group Financial Statements.
Information on the Group’s approach to
allocation of capital resources can be
found on pages 16 and 17.
The Group had net liabilities of $1,077m
at 31 December 2018, ($1,301m, restated
at 31 December 2017).
Cash from operating activities
Net cash from operating activities totalled
$666m for the year ended 31 December
2018, an increase of $89m on the
previous year, reflecting the benefit of lower
cash tax (see page 50).
Cash flow from operating activities is the
principal source of cash used to fund the
IHG | Annual Report and Form 20-F 2018 | Strategic Report | Performance
51
Governance
Governance
54 Chair’s overview
55 Corporate Governance
55 Our Board and Committee governance structure
56 Our Board of Directors
58 Our Executive Committee
60 Board meetings
61
62 Director induction, training and development
63 Board effectiveness evaluation
64 Audit Committee Report
68 Corporate Responsibility Committee Report
69 Nomination Committee Report
70 Statement of compliance with the
Engagement with stakeholders
UK Corporate Governance Code
72 Directors’ Remuneration Report
72 Remuneration Committee Chair’s statement
73 At a glance
74 Remuneration at IHG – the wider context
78 Annual Report on Directors’ Remuneration
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
Chair’s overview
Good governance is integral to IHG’s success
and ensuring long-term, sustainable value
creation and our ability to create a diverse and
inclusive culture built on strong values and ethics.
of the Board and the continuing development of our diversity and
inclusion framework; and the Remuneration Committee has
been focused on ensuring that the delivery against our strategic
objectives are appropriately incentivised.
Board culture and composition
We have a disciplined approach to Board composition to ensure
that the Board collectively has the appropriate skills, competencies,
diversity of style, gender and perspective, as well as geographical
representation to effectively contribute and add value.
Last year we identified the need to increase our US representation
and appointed Elie Maalouf to the Board as a result. As Chief
Executive Officer of the Americas, Elie is responsible for IHG’s
largest operating region and details of the induction process for
Elie can be found on page 62.
Training, development and Board performance review
The training and development needs of each Director are regularly
reviewed. During 2018, Directors received training on a variety of
topics, further details of which can be found on page 62.
We continue to run our three-year Board evaluation cycle and in 2018,
as part of our internal Board effectiveness review, we confirmed that
the Board processes were operating effectively. We also conducted
another peer-to-peer Chair and Non-Executive Director assessment.
Further details can be found on page 63.
Compliance and our dual listing
As a dual-listed company with a premium listing on the London
Stock Exchange and a secondary listing on the New York Stock
Exchange, we are required to file an Annual Report in the UK and a
Form 20-F in the US. To ensure consistency of information provided
to both UK and US investors, we have again produced a combined
Annual Report and Form 20-F. Our statement of compliance with
the 2016 UK Corporate Governance Code (the Code) is located
on pages 70 and 71. I am pleased to report that, during 2018,
we complied fully with all principles and provisions of the Code.
A statement outlining the differences between the Group’s UK
corporate governance practices and those followed by US
companies can be found on page 196.
Looking forward
We recognise the importance of good corporate governance in
facilitating effective management that can deliver the long-term
success of our organisation for our stakeholders. In 2019 we will
continue to monitor and support our strategic initiatives, continue
our focus on culture and diversity, risk appetite and cybersecurity,
and ensure that our ways of working, structures of reporting,
systems of control and commitment to conducting business
responsibly, continue to underpin our strategic and operational
goals, and align with the revised governance regime.
Patrick Cescau
Chair of the Board
18 February 2019
At IHG, we recognise the importance of maintaining the highest
standards of corporate governance which supports our culture,
our values and our commitment to conducting business responsibly.
Good corporate governance underpins a successful business and
recognises the importance of all stakeholders.
The Board oversees the long-term strategic aims of the Group and is
responsible for the leadership of the Group, ensuring our actions are
in keeping with the strong ethics and values that shape our culture
and deliver long-term, sustainable value for our stakeholders.
Focus areas and activities
During 2018, the Board and Executive leadership team worked
together in a constructive and effective collaboration to develop
our shared commitment to our strategy, with growth as the central
focus. Our two day Annual Strategy Meeting concentrated on the
competitive landscape and dynamics, our performance and progress
against our growth plans, and the potential challenges ahead.
During the year, the Board regularly reviewed progress against
strategic and operational goals, ensured that risk management
controls (in line with the Group’s risk appetite) were incorporated
within key decisions and that the impact on key stakeholders
was considered.
Culture featured prominently on the Board agenda, as the Board
believes that continuing to evolve our culture (and continuing to
focus on diversity and the talent pipeline) is critical for the long-term.
The increasing challenge posed by cybersecurity meant that the
Board strengthened governance and oversight of cyber risk. The
conclusions of an independent external assessment of vulnerabilities
and cybersecurity maturity and a forward-looking action plan were
presented to the Board, and regular Board updates provided.
Other key focus areas in 2018 included (i) a review of changes in
corporate governance regulations; (ii) compliance with the hosting
and processing of personal data requirements under GDPR; and
(iii) reporting and disclosure requirements to support greater
transparency, including those relating to the UK Gender Pay Gap.
Governance framework
The Board delegates certain responsibilities to the Audit, Corporate
Responsibility, Nomination and Remuneration Committees (the
Principal Committees) to assist in ensuring that effective corporate
governance permeates throughout the business.
We have reviewed the new 2018 UK Corporate Governance Code
(the 2018 Code) and The Companies (Miscellaneous Reporting)
Regulations 2018, to determine how we can further enhance our
governance processes. Our Principal Committees’ Terms of
Reference have been amended and we are assessing processes to
ensure effective Board engagement with our workforce. This work
will continue into 2019 and we will report on our compliance with the
2018 Code next year.
The Audit Committee has this year been focused on risk and
assurance, given changes to the organisational structure and the
programme of strategic initiatives, and overseeing the external audit
tender process; the Corporate Responsibility Committee has been
focused on the delivery of targets for 2018-2020 and the continuing
development of our responsible business approach; the Nomination
Committee has been focused on the composition and diversity
54
IHG | Annual Report and Form 20-F 2018
Governance Corporate Governance
Our Board and Committee governance structure
We are committed to maintaining the highest standards
of corporate governance. Our governance framework is led
and directed by the Board, which in turn delegates certain
responsibilities to its Committees to support IHG’s culture,
values and commitment to conducting business responsibly.
The Board and its Committees
The Board leads the strategic direction and long-term objectives,
and is responsible for the success of the Group, setting strategic
aims and monitoring the performance of the Group and its risk
management controls. A number of key decisions and matters are
reserved for the Board and are not delegated to management.
The schedule of matters reserved was reviewed at the December
2018 Board meeting and is available on our website. The Board will
now be responsible for reviewing the means for the workforce to raise
concerns in confidence and the reports arising from its operation,
which to date had been reviewed by the Audit Committee.
The Board is supported by its Principal Committees, namely the
Audit Committee, Corporate Responsibility Committee, Nomination
Committee and Remuneration Committee, to assist it in carrying out
its functions, overseeing the delivery of strategic objectives and
driving sustainable value for shareholders and considering the
impacts on, and interests of, key stakeholders. Details of how the
Board spent its time during 2018 can be found on pages 60 to 62.
Management Committees
Operational matters, routine business and information disclosure
procedures are delegated by the Board to Management Committees.
The Executive Committee is chaired by the CEO and considers
and manages a range of day-to-day strategic and operational issues
facing the Group, including the development of the Group’s strategy
and budget for the Board’s approval, executing the strategic plan
once agreed by the Board, monitoring the Group’s performance and
providing assurance to the Board in relation to overall performance
and risk management.
The General Purposes Committee is chaired by an Executive
Committee member and attends to business of a routine nature and
to the administration of matters, the principles of which have been
agreed previously by the Board or an appropriate Committee.
The Disclosure Committee is chaired by the Group’s Financial
Controller and ensures that proper procedures are in place for
statutory and listing requirements. This Committee reports to the
Chief Executive Officer, the Chief Financial Officer and the
Audit Committee.
More information on our Board and Committees is available on our
website at www.ihgplc.com/investors under Corporate governance.
Board and Committee membership and attendance in 2018
Total meetings held
Chair
Patrick Cescauc
Chief Executive Officer
Keith Barr
Executive Directors
Paul Edgecliffe-Johnson
Elie Maalouf
Senior Independent
Non-Executive Director
Dale Morrison
Non-Executive Directors
Anne Busquet
Ian Dyson
Jo Harlow
Luke Mayhew
Jill McDonald
Malina Ngai
Appointment
date
Committee
appointments
01/01/13
N
01/07/17
01/01/14
01/01/18
01/06/11
A N R
01/03/15
01/09/13
01/09/14
01/07/11
01/06/13
01/03/17
A C N
A N R
N R
A C N
A C N
C N R
Board
8
8/8
8/8
8/8
8/8
8/8
8/8
8/8
7/8
8/8
8/8
7/8
Audit
Committee
Corporate
Responsibility
Committee
Nomination
Committee
Remuneration
Committee
Meetings
5
–
–
–
–
5/5
5/5
5/5
5/5
5/5
–
3
–
–
–
–
–
3/3
–
–
3/3
3/3
2/3b
2
2/2
–
–
–
2/2
2/2
2/2
2/2
2/2
2/2
2/2
4
–
–
–
–
4/4
–
3/4a
4/4
–
–
3/4b
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
A Audit Committee member
R Remuneration Committee member
C Corporate Responsibility Committee member
Chair of a Board Committee
N Nomination Committee member
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance
55
Corporate Governance continued
Our Board of Directors
N
Patrick Cescau
Non-Executive Chair
Appointed to the Board: 1 January 2013
Keith Barr
Chief Executive Officer (CEO)
Appointed to the Board: 1 July 2017
Paul Edgecliffe-Johnson
Chief Financial Officer (CFO)
Appointed to the Board: 1 January 2014
Elie Maalouf
Chief Executive Officer, Americas
Appointed to the Board: 1 January 2018
A N R
Dale Morrison
Senior Independent Non-Executive Director (SID)
Appointed to the Board: 1 June 2011
A C N
Anne Busquet
Independent Non-Executive Director
Appointed to the Board: 1 March 2015
Skills and experience: From 2005 to 2008, Patrick
was Group Chief Executive of Unilever Group, having
previously been Chair of Unilever PLC, Vice-Chair of
Unilever NV and Foods Director, following a
progressive career with the company, which
began in France in 1973. Prior to being appointed
to the board of Unilever PLC and Unilever NV in
1999, as Finance Director, he was Chair of a
number of the company’s major operating
companies and divisions, including in the US,
Indonesia and Portugal. He was formerly a Senior
Independent Director and Non-Executive Director of
Pearson plc and Tesco PLC, and a Director at INSEAD.
Board contribution: Patrick has held board
positions for nearly 16 years in leading global
businesses and brings extensive international
experience in strategy, brands, consumer products,
and finance. As Chair, Patrick is responsible for
leading the Board and ensuring it operates in an
effective manner, and promoting constructive
relations with shareholders and wider stakeholders.
As Chair of the Nomination Committee, he is
responsible for reviewing and making
recommendations on the Group’s leadership needs.
Other appointments: Currently a Senior
Independent Non-Executive Director of
International Airlines Group, Patrick is also a
trustee of The Leverhulme Trust, Patron of the St
Jude India Children’s Charity and Member of the
TEMASEK European Advisory Panel.
Skills and experience: Keith has spent more
than 25 years working in the hospitality industry
across a wide range of roles. He started his career
in hotel operations and joined IHG in 2000. Since
April 2011 he has been a member of IHG’s
Executive Committee. Directly before being
appointed Chief Executive Officer, Keith served
as Chief Commercial Officer for four years. In this
role, he led IHG’s global brand, loyalty, sales and
marketing functions, and oversaw IHG’s loyalty
programme, IHG® Rewards Club. Prior to this, Keith
was CEO of IHG's Greater China business for four
years, setting the foundations for growth in a key
market and overseeing the launch of the
HUALUXE® Hotels and Resorts brand.
Board contribution: Keith is responsible for the
executive management of the Group and ensuring
the implementation of Board strategy and policy.
Other appointments: Keith is a graduate of Cornell
University's School of Hotel Administration and is
currently a member of its Cornell SC Johnson
College of Business Dean's Advisory Board.
Skills and experience: Paul is a chartered
accountant and a fellow of the Institute of Chartered
Accountants. He was previously Chief Financial
Officer of IHG’s Europe and Asia, Middle East and
Africa regions, a position he held since September
2011. He joined IHG in August 2004 and has held a
number of senior-level finance positions, including
Head of Investor Relations, Head of Global
Corporate Finance and Financial Planning and Tax,
and Head of Hotel Development, Europe. Paul also
acted as Interim Chief Executive Officer of the
Europe, Middle East and Africa region (prior to the
reconfiguration of our operating regions).
Board contribution: Paul is responsible,
together with the Board, for overseeing the
financial operations of the Group and setting
its financial strategy.
Other appointments: Currently a Non-Executive
Director of Thomas Cook Group plc.
Skills and experience: Elie was appointed Chief
Executive Officer, Americas in February 2015, with
nearly 15 years’ experience working in a major
global franchise business. He joined the Group
having spent six years as President and Chief
Executive Officer of HMSHost Corporation, a
global travel and leisure company, where he was
also a member of the board of directors. Elie brings
broad experience spanning hotel development,
branding, finance, real estate and operations
management as well as food and beverage
expertise. Prior to joining IHG, Elie was Senior
Advisor with McKinsey & Company from 2012
to 2014.
Board contribution: Elie is responsible for
business development and performance of all
hotel brands and properties in the Americas region
and brings a deep understanding of the global
hospitality sector to the Board.
Other appointments: Currently a member of the
American Hotel & Lodging Association Executive
Committee of the Board and the US Travel
Association CEO Roundtable. Elie also sits on the
Investment Advisory Council of the U. S. Department
of Commerce. In addition, Elie serves as a member
of the Global Advisory Council at the University of
Virginia Darden School of Business and is a board
member of the Atlanta Committee for Progress.
Skills and experience: Dale is a founding partner
of TriPointe Capital Partners, a private equity firm.
Dale was previously President and Chief Executive
Officer of McCain Foods Limited and President
and Chief Executive Officer of Campbell
Soup Company.
Board contribution: Dale has over 10 years’
experience in sales and marketing positions, and
over 25 years’ experience in general management,
having held senior positions in the branded foods
sector. Dale’s role as Senior Independent
Non-Executive Director is fundamental to the
successful operation of the Board.
Other appointments: Currently a Non-Executive
Director of International Flavors & Fragrances Inc.,
and Non-Executive Chair of Marlin 1 (holding
company for Young’s Seafood International
Holdings Ltd.).
Skills and experience: Anne began her career
at Hilton International in Paris, before joining
American Express in New York, where she held
several executive positions and served for 23 years.
Anne was also the Chief Executive Officer of Local
and Media Services at InterActiveCorp.
Board contribution: Anne brings more than
20 years’ experience in senior positions in
multinational companies, predominantly in the
financial, branded and digital-commerce sectors.
Other appointments: Anne is currently the
President of AMB Advisors, an independent
consulting firm, and Managing Director at Golden
Seeds LLC, an angel investment company. She
also serves on the boards of Pitney Bowes, MTBC
and Elior Group and on the advisory boards of JEGI
and SheSpeaks.
56
IHG | Annual Report and Form 20-F 2018
Governance A N R
Ian Dyson
Independent Non-Executive Director
Appointed to the Board: 1 September 2013
R N
Jo Harlow
Independent Non-Executive Director
Appointed to the Board: 1 September 2014
A C N
Luke Mayhew
Independent Non-Executive Director
Appointed to the Board: 1 July 2011
A C N
Jill McDonald
Independent Non-Executive Director
Appointed to the Board: 1 June 2013
C N R
Malina Ngai
Independent Non-Executive Director
Appointed to the Board: 1 March 2017
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.
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.
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: 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.
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.
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.
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 McDonald’s, 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.
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.
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance
57
Corporate Governance continued
Our Executive Committee
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)
Jolyon Bulley
Chief Executive Officer, Greater China
Appointed to the Executive Committee:
November 2017 (joined the Group: 2001)
Yasmin Diamond
Executive Vice President, Global Corporate Affairs
Appointed to the Executive Committee:
April 2016 (joined the Group: 2012)
Kenneth Macpherson
Chief Executive Officer, EMEAA
Appointed to the Executive Committee:
April 2013 (joined the Group: 2013)
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.
Jolyon joined IHG in 2001, as Director of
Operations, New South Wales in Australia, and
then held roles of increasing responsibility across
IHG’s 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 IHG’s
fastest growing region, Greater China.
In 2011, Yasmin was awarded a Companion of the
Order of the Bath (CB) in the New Year’s honours
list in recognition of her career in government
communications. In addition, Yasmin sits on the
Board of Trustees for the British Council, the UK’s
international organisation for cultural relations and
educational opportunities.
Key responsibilities: These include all global
communications activity, ensuring that it supports
and enables IHG’s broader strategic priorities. This
includes all external and internal activity, covering
both corporate and brand communications, as well
as leading IHG’s Corporate Responsibility strategy
and key public affairs work.
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 world’s most exciting
destinations, in both mature and emerging markets.
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.
Skills and experience: Prior to Jolyon’s
appointment as Chief Executive Officer for Greater
China, Jolyon was Chief Operating Officer (COO)
for the Americas, leading the region’s 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 region’s hotel portfolio
and brand performance, food and beverage brand
solutions, new hotel openings and owner relations.
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 Office’s 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 BBC’s
educational output for both adults and children.
Skills and experience: Kenneth Macpherson
became Chief Executive Officer, EMEAA in January
2018. Kenneth was previously IHG’s 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, Kenneth’s career includes
experience in Asia, the UK, France and South
Africa. Before IHG, Kenneth worked for 20 years
at Diageo, one of the UK's leading branded
companies. His senior management positions
included serving as Managing Director of Diageo
Greater China, where he helped to build the
company’s presence and led the landmark deal to
acquire ShuiJingFang, a leading manufacturer of
China’s national drink, and one of the first foreign
acquisitions of a Chinese listed company.
58
IHG | Annual Report and Form 20-F 2018
Governance 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.
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.
Key responsibilities: These include overseeing
our approach to corporate governance, risk
management, insurance, regulatory compliance,
internal audit, legal and hotel standards.
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 Unilever’s 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.
Skills and experience: George joined IHG in 2008
and spent a decade as IHG’s 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.
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.
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
people’s 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.
Ranjay Radhakrishnan
Chief Human Resources Officer
Appointed to the Executive Committee:
December 2016 (joined the Group: 2016)
George Turner
Executive Vice President, Chief Commercial and
Technology Officer
Appointed to the Executive Committee:
January 2009 (joined the Group: 2008)
Changes to the Executive Committee
Nicolette Henfrey
Executive Vice President, General Counsel and
Company Secretary
Appointed to the Executive Committee:
February 2019 (joined the Group: 2001)
Eric Pearson
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance
59
Corporate Governance continued
Board meetings
The Chair and Company Secretary continue to operate a thorough
two-tiered collaborative process for setting the Board agenda to
ensure that the focus and discussion strikes the appropriate balance
between short-term needs of the business and the longer-term. The
Chair, CEO and Company Secretary also meet in advance of each
Board and Committee meeting to finalise the agendas and ensure
that sufficient time is allocated and in which order each matter is
considered. The Company Secretary maintains an annual agenda
schedule for Board meetings that sets out strategic and operational
matters to be considered. Board papers are circulated to all Board
members at least one week in advance of each meeting, to ensure
that Directors have sufficient time to fully prepare for the meetings
and ensure that effective, focused and relevant discussions take
place. Each Board meeting begins with an update from the Chair
and CEO, and the CFO then provides a review of the Group’s
financial performance. Executive Committee members and other
members of senior management present updates and ‘deep dives’
on key initiatives and developments throughout the year, including
functional, market and brand reviews, enabling all Directors to
engage with senior management, have a strong understanding of
Group operations, challenges and successes and contribute to
strategic discussions.
The Board continues to receive presentations in the less formal
context of pre-dinner meetings, scheduled the day before Board
meetings, and invites external experts to provide ‘outside-in’
perspectives. This year the Board discussed technological agility
and innovation, and the trends and competitive dynamics shaping
the digital environment with external experts.
The Board held eight scheduled meetings during the year,
and individual attendance is set out on page 55. All Directors
are expected to attend all Board meetings and relevant Committee
meetings unless they are prevented from doing so by prior
commitments, illness or a conflict of interest. If Directors are unable
to attend Board or Committee meetings, they are sent the relevant
papers and asked to provide comments to the Chair of the Board
or Committee in advance of the meeting so that their comments
can be duly considered.
Time is set aside at the start and end of each Board meeting for the
CEO to meet with the Chair and Non-Executive Directors, and for the
Chair to meet privately with the Senior Independent Non-Executive
Director (SID) and Non-Executive Directors to discuss any matters
arising. The SID continues to be available to discuss concerns with
shareholders, in addition to the normal channels of shareholder
communication.
During 2018, the Board focused on strategic and operational
matters, corporate governance, investor relations and risk
management. The interests of key stakeholders were considered
throughout all discussions. The key focus areas for the Board during
2018 are outlined below:
Strategic and
operational
matters
Area of discussion
Accelerating our growth
Strategic initiatives
Operating regions
Commercial delivery
Brands
Our people and culture
Finance
Discussion topic
Regular updates were received on key milestones including organisational
structures and workforce transition, progress against key strategic initiatives
and risk management and culture change.
Regular consideration of merger and acquisition activity, including the
acquisition of the Regent brand and entry into a managed lease transaction
in the UK.
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.
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.
Brand performance and initiatives for all brands, including approving the
launch of voco, and monitoring progress following the launch of avid hotels.
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.
In addition to approving the budget, review of the Group’s funding and
liquidity position and approving a €500 million bond.
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.
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.
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.
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.
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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IHG | Annual Report and Form 20-F 2018
Governance Risk
management
Area of discussion
Cybersecurity
Discussion topic
Presentations from the Chief Information Security Officer on cybersecurity,
including the threat landscape, information security priorities, and updates
on key initiatives and metrics.
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.
Terms of Reference for each Board Committee
Investor
relations,
stakeholder
engagement and
communications
Updates on investor perceptions and shareholder
relations, consideration of analysts’ reports and media
updates
Stakeholder engagement
Global communications updates
Review and approval of shareholder returns strategies
for 2018
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.
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.
The Board continued to consider stakeholders throughout all Board
discussions. In addition separate updates and presentations were provided
on the workforce, the Group’s owners engagement strategy, and
outsource suppliers.
The Board receives a regular report on global communications, including
the external landscape and communications activity across key regions,
our brands and our people.
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.
Preparations for the AGM
Details of the 2019 AGM can be found on page 62.
Annual Strategy Meeting – March 2018
The Board maintains overall responsibility for the establishment and review
of the long-term strategic aims and objectives of the Group. Substantial time
is spent considering Group strategy and monitoring performance during the
regular Board meetings and, in addition, the Board holds an Annual Strategy
Meeting, dedicated to reviewing and discussing our global strategy in detail.
The 2018 Annual Strategy Meeting was held in London and the Board
undertook a thorough review of the Group’s performance across all business
areas, as well as completing a strategic assessment of the competitive
landscape and the commercial strategy and priorities for the Group. This
assessment led to a discussion regarding the priorities for the Group going
forward and in particular, on all of the initiatives supporting the continuation
and delivery of our continued ambition for growth.
Each Board member received a full briefing in advance of the Annual
Strategy Meeting to ensure they had the time to reflect on the key
information ahead of engaging in the discussions at the meeting.
Engagement with stakeholders
We remain committed to maintaining an active and effective
dialogue with our shareholders and all of our key stakeholders.
We encourage engagement with investors and other stakeholders
through our planned programme of investor relations activities, as
well as responding to queries from shareholders, analysts and other
stakeholders. Our Registrar, Equiniti, and J.P. Morgan, as custodians
of our American Depositary Receipts (ADR) programme, have teams
equipped to deal with shareholder and ADR holder queries. A formal
external review of investor perceptions is presented to the Board on
an annual basis and both the Executive Committee and the Board
receive regular updates on shareholder relations to ensure that they
are made aware and understand the issues and concerns of major
shareholders in order to develop a balanced understanding of
any such concerns.
Shareholder engagement during the year
The Board’s engagement with shareholders included:
• Meeting shareholders and responding to any queries raised at
the 2018 AGM and the General Meeting in January 2019.
• Presentations by Keith Barr and Paul Edgecliffe-Johnson to
• Investor roadshow events in the US, Canada, Europe and Edinburgh.
• Telephone conferences after the release of the first and third-
quarter trading updates, including Q&A sessions with sell-
side analysts.
• IFRS 15 event, with Paul Edgecliffe-Johnson outlining and
presenting the reporting changes to investors and analysts.
• Seeking feedback via an annual investor perception survey,
facilitated by our capital markets advisers.
• Attendance at key institutional investor conferences.
• A programme of one-to-one meetings with major institutional
shareholders, including Non-Executive Director meetings hosted
by the Chair.
The SID remains available to shareholders if they have concerns they
wish to discuss.
In addition to the Board’s formal engagement with shareholders,
Elie Maalouf attended an investor conference in the US and Kenneth
Macpherson attended an investor conference in London. In addition,
investor hotel tours took place in both China and London.
institutional investors, analysts and the media following half-year
and full-year results announcements.
To enable as many shareholders as possible to access conferences
and presentations, telephone dial-in facilities were made available
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance
61
Corporate Governance continued
Engagement with stakeholders continued
in advance and live audio webcasts were made available after
results presentations in 2018, together with associated data and
documentation. These can be found at www.ihgplc.com/investors
under Results and presentations. Details of the sell-side research
analysts who publish research on the Group are available at
www.ihgplc.com/investors under Analyst details and consensus.
AGM
The AGM is an opportunity for shareholders to vote on certain
aspects of Group business and to discuss matters with the Board.
A presentation regarding the Group’s performance and financial
results is given before the Chair deals with the formal business of the
meeting. All shareholders present can ask questions of the Board,
during the meeting and more informally over lunch. The Board
considers the AGM an invaluable forum for communicating with
investors and we encourage participation at this meeting.
The 2019 AGM will be held at 11:00 on Friday 3 May 2019. The
notice convening this meeting will be sent to shareholders and will
be available at www.ihgplc.com/investors under Shareholder
centre in the AGMs and meetings section.
General Meeting
A General Meeting was held on 11 January 2019 to consider the
consolidation of IHG’s share capital and seek authority to purchase
our own shares. Shareholders were encouraged to attend and
participate in this meeting and all resolutions were passed.
Further details can be found at www.ihgplc.com/investors under
Shareholder centre in the AGMs and meetings section.
Shareholder services
As a result of the special dividend and share consolidation, the
annual share-dealing programme was postponed.
Stakeholder engagement
During the year, the Board also engaged with a number of our key
stakeholders, including:
• Attendance at the 2018 World Economic Forum in Davos, engaging
with a wide variety of clients, owners, suppliers and various
country tourism organisations and officials;
• Meetings with a number of hotel owners in our Greater China
region during the UK China CIIE Business Reception and Dinner;
• Joining our Senior Leaders for the annual meeting in Miami; and
• Meetings with the workforce and guests during various hotel visits,
including in Atlanta and London.
In addition, members of the Board engaged with key credit investors
as part of the Group’s bond roadshow.
Director induction, training and development
New Director inductions
All new Directors, upon appointment, undergo a comprehensive
and formal induction programme which is tailored to meet their
individual needs. We believe this is crucial to ensure our Directors
have an in-depth understanding of and familiarity with the Group’s
business model, key stakeholders, our principal activities and
our strategy, which is key to enabling all Directors to contribute
to the Board effectively.
Elie Maalouf was appointed an Executive Director on 1 January 2018.
Having been Chief Executive Officer of the Americas since February
2015, Elie already had a thorough understanding of the Group’s
business model and strategies and had already participated in a
number of Investor Relations events. As such, his induction was
tailored to provide a thorough outline of his responsibilities and
duties as a Director of a public limited company. This included:
• The provision of a detailed briefing pack outlining the roles,
responsibilities and duties of an Executive Director;
• Board induction meetings with the Company Secretary,
Deputy Company Secretary and external Corporate Legal Adviser
focusing on Director’s duties under the Companies Act, key
corporate governance and corporate transaction issues,
compliance with Listing Rules and relevant regulations;
• Induction meetings with the Group Financial Controller and Auditor
to review key financial considerations and responsibilities of an
Executive Director;
• Meeting with Dr Tracy Long, an independent external Board
evaluator, to discuss the Board review process and outcomes
from past evaluations; and
• One-to-one meetings with the Committee Chairs and SID to ensure
a thorough understanding of the focus areas of each Committee
and the SID.
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IHG | Annual Report and Form 20-F 2018
Ongoing Director training and development
We believe that an ongoing and progressive training programme
enables all Board members to fully understand the Group’s business
and operations and how it interacts with the ever changing external
landscape. The Chair continues to review the training and
development needs with each Director on a regular basis and
the Board is made aware of training opportunities.
Board and Committee meetings are regularly used to update
Directors on developments in the environment in which the business
operates and in-depth presentations are provided on key topical
areas. The Company Secretary provides regular updates on
regulatory, corporate governance and legal matters and individual
meetings with senior management are arranged if necessary. Focus
trends and areas in 2018 included corporate governance changes,
consumer and technology developments and information security
and cybersecurity trends and developments. In addition, Directors are
encouraged to attend external training events to update their
skills and knowledge.
Board meetings continue to be held at IHG hotels around the world
to provide first-hand experience of our different brands. We believe
that this opportunity to meet our workforce, suppliers and owners
across the business broadens the Board’s understanding of the
markets in which we operate. In 2018, Board members attended
Board and Committee meetings at our Ravinia offices in Atlanta,
the InterContinental® London Park Lane and the Crowne Plaza,
Kensington in the UK, as well as meetings at the Group’s head offices
in Denham, UK. Directors are also encouraged to continue to visit
hotels across our brands on an informal basis.
Governance Board effectiveness evaluation
Board performance evaluation
IHG recognises the benefits of the Board undertaking a rigorous
evaluation of its own performance and that of its main Committees
and individual Directors on an annual basis, in line with the UK
Corporate Governance Code recommendations.
The summary of the feedback was reviewed by the Chair and the SID
before being communicated to each Director.
The assessment of the performance of the Chair was led by the SID.
The Chair’s evaluation consisted of interviews with the Non-Executive
Directors, discussing:
In accordance with the Code, we rotate a three-year Board
evaluation cycle with an external Board evaluation taking place every
three years. Dr Tracy Long of Boardroom Review Limited, an external
facilitator with no connection to IHG, completed our external
evaluation in 2016. The intention is to complete the next external
evaluation in 2019 and therefore during 2018, the Board completed
an internal evaluation.
The evaluation this year was conducted by the Chair and the SID
through a confidential, structured interview process. The key topics
covered in the evaluation included:
• Board composition and alignment with the needs of the business;
• Board work processes including agenda setting, information flow,
areas of engagement and use of time;
• Board engagement with strategy;
• The relationship between the CEO and Chair;
• Board succession;
• Board culture and the Chair’s ability to promote and maintain an
open, transparent and constructive atmosphere, encouraging
co-operation and communication;
• Managing the Board in accordance with high standards of
corporate governance; and
• The effectiveness of the analysis and action taken from the results
of last year’s evaluation.
The CEO evaluation was led by the Chair in a process involving all
Directors by means of a structured interview process. Key areas
of focus included:
• IHG’s performance;
• Board dynamics and effectiveness of meetings, including relations
• Effectiveness in developing and implementing strategy, talent
with executives; and
and culture;
• The structure and effectiveness of our Principal Committees.
• Effectiveness in shaping IHG’s reputation and relationships
The feedback from Executive Directors about the Board’s
performance was incorporated into the assessment process.
Following the analysis of the results, it was concluded that the
Board operates effectively, with high levels of engagement and
participation as a Board, good interaction with all members of the
Executive Committee and an open and transparent relationship
with management below the Executive Committee level.
The Board concluded that the topics covered in the agenda items
over the year were well balanced, giving the Board an appropriate
overview of the key items facing the business, supporting regular
and engaged discussion and enabling the Board to monitor the
progress against delivery of the Group’s strategic objectives.
This is also bolstered by the two-tiered approach to the agenda
focussing on operational and strategic objectives both for the
short and longer term.
Cybersecurity, talent, diversity, consumer-facing digital trends and
maintaining pace with the changing competitive landscape were
identified as areas for continued focus.
The Board also concluded that the Principal Committees continued
to be well-led, highly engaged and effective.
Directors’ performance evaluation
In addition to the Board evaluation process outlined above,
internal performance evaluations of Directors were undertaken
during 2018 in order to enhance the accountability and effectiveness
of each Director. Feedback was collected for each Director’s peer
review by the Chair and SID through an interview format, with a
mix of structured interview questions and a more open-ended
discussion. Board members were asked to provide comments on
their fellow Directors’ preparedness, contribution, strengths
and weaknesses, industry and company understanding and
opportunity for development.
with key stakeholders;
• Value stewardship;
• Leadership of the Executive Committee; and
• Areas for further development.
The length of tenure of Non-Executive Directors continues to be
reviewed as part of the Directors’ performance evaluation process.
Both Luke Mayhew and Dale Morrison have served on the Board
for more than six years and, as such, were subject to particular
review. It was concluded that both Luke and Dale continue to
contribute effectively and to demonstrate commitment to the
role including devoting the necessary time.
Directors’ additional appointments and time commitments also
form part of the internal performance evaluation process. Any
potential additional appointments are thoroughly discussed with
the Chair before being accepted, with the time commitment
required for each role being carefully assessed. During 2018,
particular attention was paid to Ian Dyson, Anne Busquet and
Jo Harlow’s commitments, as well as Paul Edgecliffe-Johnson’s time
commitment to his Non-Executive Director duties at Thomas Cook
Group plc. Following a thorough review process, we determined
that their additional appointments do not adversely impact their
performance, but add value to their perspective and ability to
constructively challenge management.
As a result, it was concluded that all Directors continue to perform
their duties effectively, dedicating sufficient time to the Company to
discharge their responsibilities effectively.
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance
63
Corporate Governance continued
Audit Committee Report
The Committee continues to play a key
role within IHG’s corporate governance
framework, supporting the Board in matters
relating to internal control, risk management
and financial reporting.
Key duties and role of the Committee
Key objectives and summary of responsibilities
The Audit Committee is responsible for ensuring that IHG
maintains a strong control environment. It monitors the integrity
of IHG’s financial reporting, including significant financial reporting
judgements, maintains oversight and reviews our systems of internal
control and risk management, monitors and reviews the
effectiveness and performance of internal and external audit
functions, as well as reviewing the behaviours expected of IHG’s
employees through the Code of Conduct and related policies.
The Committee’s role, responsibilities and authority delegated to
it by the Board are set out in its Terms of Reference (ToR), which
are reviewed annually and approved by the Board.
The Committee’s key responsibilities and focus over the year
have been:
• Reviewing the approach to Risk and Assurance in light of the new
organisational structure;
• Regular reviews of the Group’s information security controls and
the information security risk landscape, including reviewing a
cybersecurity risk assessment and a detailed roadmap for 2018
and beyond;
• Reviewing, challenging and ensuring accurate financial and
narrative reporting, including reviewing the Annual Report and
Form 20-F and assessing the implementation of new accounting
standards, including IFRS 15 concerning revenue recognition and
IFRS 16 concerning leases;
• Reviewing and assessing the robustness of the Group’s internal
control and risk management systems and in-depth reviews of
specific principal risk areas including the approach to outsourcing
and the risk and control environment in relation to the
implementation of GRS and the Group’s strategic initiatives;
• Overseeing the relationship with and appraisal of the Group’s
external Auditor, including regular analysis of audit and non-
audit services;
• Overseeing the external audit tender process;
• Monitoring and reviewing the role of Internal Audit; and
• Overseeing and ensuring the effectiveness of the Group’s
regulatory compliance policies, procedures and controls,
including assessing the Group’s approach to the EU General Data
Protection Regulation (GDPR).
The ToR are available at www.ihgplc.com/investors
under Corporate governance in the Committees section.
Membership and attendance at meetings
Details of the Committee’s membership and attendance at meetings
are set out on page 55. The CFO, Group Financial Controller, Head of
Risk and Assurance and our external Auditor, Ernst & Young LLP (EY),
attended all meetings in 2018. Other attendees are invited to
meetings as appropriate; and the CEO and all other Directors
attended Committee meetings where the principal risks and risk
management systems and the approval of financial reporting were
considered and discussed. The Committee continues to hold private
sessions with the internal and external Auditors without the presence
of management to ensure that a culture of transparency is maintained.
The Committee Chair continues to have recent and relevant financial
experience and all members of the Committee are Independent
Non-Executive Directors. In accordance with the Code, the Board also
considers that the Committee as a whole possesses competence
relevant to the Company’s sector, having a range of financial and
commercial experience in the hospitality industry and the broader
commercial environment in which we operate. Further details of the
skills and experience of the Board can be found on pages 56 and 57.
Reporting to the Board
Following each Committee meeting, the Committee Chair updates
the Board on key issues discussed. The papers and minutes for each
meeting are circulated to all Board members, who are invited to
request further information if required and to provide any challenge
where necessary.
Effectiveness of the Committee
The effectiveness of the Committee is monitored and assessed
regularly by the Chair of the Committee and the Chair of the Board.
During 2018, the Committee was also reviewed as part of the internal
Board evaluation process (see page 63). The Committee undertook
an assessment against its own ToR and I, as Chair, assessed the
effectiveness of the Committee across a number of areas, including
membership, skills and experience and the work of the Committee
across its key responsibility areas. The Committee concluded that it
remains effective. Minor changes were also made to the ToR to
reflect the 2018 UK Corporate Governance Code, including that
whistleblowing procedures and reports would now be matters
reserved for the Board.
Focus areas and activities
Financial and narrative reporting
During the year, the Committee reviewed and recommended
approval of the interim and annual Financial Statements (considering
the relevant accounting and reporting matters such as impairment
reviews, key judgement areas, acquisition accounting, the going
concern and viability statements) and the Group’s quarterly trading
updates. All members of the Board are asked to attend these
meetings. The Committee also reviewed and recommended
approval of the restatement of the prior year’s accounts,
prepared to reflect financial reporting changes.
The Committee recognises the importance of understanding
changes in accounting policies and practice, and continues to
receive an annual update from EY on key changes in this area.
In 2018, the Committee continued its review of the implementation
of IFRS 16 concerning leases and IFRS 15 concerning revenue
recognition, particularly in relation to the System Fund revenues
and the treatment of loyalty programme accounting.
The Committee continued to seek input and guidance from the external
Auditor where appropriate to gain further assurance over the process of
preparation of the Financial Statements. In addition, the Committee
received regular reports from the Chair of the Disclosure Committee
and copies of all minutes of that Committee were duly circulated.
The Committee received early drafts of the Annual Report and Form
20-F 2018 (Annual Report), and when providing comments
considered: (i) the process for preparing and verifying the Annual
Report, which included review by members of the Executive
Committee and input from senior colleagues in Operations,
Strategy, Human Resources, Finance, Risk and Assurance and Legal;
(ii) a report from the Chair of the Disclosure Committee; and (iii) the
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IHG | Annual Report and Form 20-F 2018
Governance checklist prepared by the Annual Report team confirming
compliance with the relevant regulatory requirements.
The Committee also considered management’s analysis of
how the content taken as a whole, was ‘fair, balanced and
understandable’, and whether it contained the necessary
information for shareholders to assess the Group’s position and
performance, business model and strategy. In order to reach this
conclusion, a dedicated project team worked on the contents of the
Annual Report and a detailed verification process to confirm the
accuracy of the information contained within the Annual Report was
undertaken by the Financial, Planning and Analysis department. The
Committee then considered both the structure and content of the
Annual Report to ensure that the key messages were effectively and
consistently communicated and that meaningful links between the
business model, strategy, KPIs, principal risks and remuneration
were clearly identified throughout the Annual Report.
Following a review of the contents of the Annual Report alongside
the aforementioned criteria, the Committee reported its
recommendation to approve the Annual Report to the Board.
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.
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 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
management’s 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 EY’s
procedures and conclusions in this area, and concluded that the controls were appropriate
and effective.
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 EY’s procedures and
conclusions in this area, and concluded that the deferred revenue balance is appropriately stated.
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 EY’s procedures and conclusions in this area, and concluded that it agreed with
the determinations reached on impairment.
Litigation
Exceptional
items
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.
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.
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.
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.
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 EY’s procedures and conclusions in this
area, and concluded that the disclosures and the treatment of the items shown as exceptional
were appropriate.
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 EY’s procedures and conclusions in this area, and concluded that the fair values
recognised were appropriate.
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance
65
Corporate Governance continued
Audit Committee Report continued
Internal control and risk management
The Board is responsible for determining the nature and extent
of the principal risks it is willing to take in achieving its strategic
objectives and ensuring that sound risk management and internal
control systems are maintained, with an appropriate culture
embedded throughout the organisation. The Committee supports
the Board by reviewing the effectiveness of the Group’s internal
control and risk management systems, the wider risk environment,
and overseeing the risk and control activities in operation.
In order to effectively review the internal control and risk
management systems, the Committee:
• Receives regular reports from management, Risk and Assurance
and the external Auditor on the effectiveness of the systems for
risk management and internal control, including financial,
operational and compliance controls.
• Reviews the process by which risks are identified and assessed
and the timeliness and effectiveness of corrective action taken by
management, including regular reports and presentations on the
Company’s overall risk management system and principal risks,
mitigating actions and internal controls.
• Receives additional reports throughout the year relevant to internal
control and risk management, both financial and non-financial, to
ensure that current and emerging risks are identified, assessed and
appropriately managed (see pages 26 to 30 for further detail on
our principal risks and risk management).
As part of the Committee’s review of the internal control and risk
management systems, key financial, operational and compliance
controls across the business continue to be monitored and tested
throughout the year. The Committee assesses the approach to
Sarbanes-Oxley Act 2002 (SOX) compliance in accordance with our US
obligations and reviews reports on the progress of the SOX programme
at each meeting. The Committee considers the Group’s treasury and
tax strategy policies annually and, during 2018 approved changes to the
Group Treasury Policy and the Group’s published ‘Approach to Tax’.
Our Approach to Tax document is available at
www.ihgplc.com/responsible-business
Having reviewed the internal control and risk management systems
throughout the year, the Committee concluded that the Group has
an effective system of risk management and internal controls, and
that there are no material weaknesses in the control environment
and no significant failings or weaknesses.
Principal risk areas
The Committee has a schedule for in-depth reviews into specific
principal risk areas over the year, in addition to the regular risk
management review. During 2018, the Committee considered
in particular:
• The Group’s approach to risk and assurance, in the context of the
a dynamic risk environment.
• Information security, cybersecurity and privacy. A key focus
for the Committee during the year was information security and,
in particular, cybersecurity. A cybersecurity risk assessment was
undertaken, highlighting the specific risks facing the hospitality
industry and an assessment of the Group’s current cybersecurity
capability. The Committee discussed the findings and
recommendations with the Chief Information Security Officer,
and agreed metrics to measure progress. The Committee
also reviewed and assessed the Group’s approach to privacy
regulations, in particular GDPR and China Cybersecurity Laws
and recently received a report on the Group’s privacy
programme from the Group’s Data Protection Officer.
• Financial Management and Controls, including fraud risk awareness,
and the Group’s approach to tax and treasury management.
• Risk management and assurance measures, including the
governance and control framework in the new organisational
structure and across key strategic initiatives, focusing in particular
on risks in relation to outsourcing and the implementation of IHG’s
Guest Reservation System.
• Safety and security in hotels including review of significant
incidents reported and the Group’s process and approach for
managing allegations relating to ethical issues.
Further details of our principal risks, uncertainties and review
process can be found on pages 26 to 30.
Relationship with external auditor
A detailed audit plan was received from EY at the beginning of the
audit cycle for the 2018 financial year, which gave an overview of
their approach to the audit, outlining the significant risk areas and
in particular the approach to materiality and scoping of the audit.
The Committee regularly reviewed the significant audit risks and
assessed the progress of the audit throughout the year.
Non-audit services
The independence and objectivity of the non-audit services provided
by EY to the Group are safeguarded by IHG’s Audit and Non-Audit
Services Pre-Approval Policy. The policy is reviewed by the Audit
Committee annually, and minor changes were approved in 2018.
The policy requires that pre-approval is obtained from the Audit
Committee for all services provided by the external Auditor before
any work can commence, in line with US SEC requirements without
any de minimis. The Committee reviewed the audit and non-audit
fees incurred with EY on a quarterly basis during 2018, noting that
there had been no prohibited services (as defined by the Sarbanes-
Oxley Act of 2002) provided to the Group in each period. The
Committee is prohibited from delegating non-audit services
approval to management and compliance with the policy is
actively managed.
IHG is committed to maintaining non-audit fees at a low level and
the Committee is sensitive to investor advisory bodies’ guidelines on
non-audit fees. During 2018, 21% of services provided to the Group
were non-audit services (2017: 23%), primarily related to SOC1
reports and agreed upon procedures. Details of the fees paid to EY
for non-audit work during 2018, and for statutory audit work during
2018 can be found on page 123. The Committee is satisfied that the
Company was compliant during the year with the FRC’s Ethical and
Auditing Standards in respect of the scope and maximum permitted
level of fees incurred for non-audit services provided by EY. Where
non-audit work is performed by EY, both the Company and EY
ensure adherence to robust processes to prevent the objectivity
and independence of the external auditor being compromised.
Audit Quality Review
During 2018, an Audit Quality Review Team from the FRC undertook
an inspection of EY’s audit of the Group’s 2017 Financial Statements.
As part of that process, the Committee Chair shared his and the
Board’s view of the quality of the EY audit. The Committee considered
the final inspection report, which did not raise any significant findings,
and discussed the results and agreed actions with the lead audit
partner. The Committee agreed with the overall assessment which
was consistent with its own view of the quality and effectiveness of
the external audit.
Risk and Assurance – Internal Audit
The Committee discusses the Internal Audit annual plan in
December each year, which aims to provide objective and insightful
assurance over the control environment. The 2019 plan presented to
the Committee included the Group’s principal risks and key controls
and included reviews over the following areas: (i) risks relating to the
Group’s strategic initiatives, culture, processes and controls; (ii)
assurance reviews and assessments of risk areas, including
information security; and (iii) ongoing assurance across areas
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IHG | Annual Report and Form 20-F 2018
Governance such as the hotel control environment and approach to regulatory
compliance. Following consideration, the Committee confirmed its
agreement to the 2019 Internal Audit plan, including the key control
themes identified. Progress against the Internal Audit plan is
reported to the Committee on a quarterly basis and is actively
monitored by the Committee. This includes reviewing the results
of completed audits and the findings raised through these audits,
as well as management action plans to address any issues raised.
A functional effectiveness review of Internal Audit is undertaken each
year and reported to the Committee. Internal Audit has again
undertaken an internal assessment, noting that the actions raised by
the external review two years ago were mostly implemented. Senior
stakeholder feedback was gathered and the functional activities of
Internal Audit were reviewed according to five categories: Purpose and
Remit; Position and Organisation; Process and Technology; People and
Knowledge; and Performance and Communication. As a result of the
internal review, it was concluded that Internal Audit continues to be
effective in providing independent assurance activities.
Whistleblowing
The Committee regularly reviewed the Group’s whistleblowing
arrangements and its reporting and investigation process to ensure
that arrangements were in place for proportionate and independent
investigation of such matters. The Committee also reviewed
the number and potential impact of both substantiated and
unsubstantiated cases and ensured that appropriate follow-up action
was taken. Any significant claims would be brought to the immediate
attention of the Committee and in 2018 no such claims were raised.
In preparation for the Company becoming subject to the 2018
UK Corporate Governance Code next year, the review of the
whistleblowing arrangements has been removed from the Audit
Committee Terms of Reference and has become a matter reserved
for the Board. The Board will routinely review the means for the
workforce to raise concerns in confidence and the reports arising
from its operation. It will also ensure that arrangements are in place
for the proportionate and independent investigation of such matters
and for follow-up action.
Governance and compliance
The Committee is responsible for reviewing the Group’s Code
of Conduct (which is reviewed and approved annually) and related
policies. In 2018, the Group’s policies and processes in relation to
gifts and entertainment and handling data were reviewed and the
Committee approved revised policies.
Looking forward
During 2019, the Committee will focus on information security
controls, including cybersecurity, the audit tender process and IHG’s
control and risk management systems.
Ian Dyson
Chair of the Audit Committee
18 February 2019
External auditor – Appointment of Ernst & Young LLP (EY)
and audit tender
The Committee assessed EY’s performance during the year,
including its independence, effectiveness and objectivity, and
considered the appointment of its external Auditor, including the
requirements for putting the audit out to tender as set out in EU
and Competition and Markets Authority legislation. After due
consideration, the Committee recommended the re-appointment
of EY as the Auditor of the Group. EY has been our Auditor since
IHG’s listing in April 2003 and of the Group’s predecessor
businesses dating back to 1988.
As part of its annual review, the Committee determines the
independence of the external auditor, considering, among other
things, its challenge to management and level of professional
scepticism, the amount of time passed since a rotation of audit
partner and the level of non-audit work that it undertakes, details
of which can be found on page 66.
To ensure the external Auditor’s independence is safeguarded,
lead audit partners are required to rotate every five years. Sarah
Kokot, who was appointed lead audit partner in 2016, has
continued her role during 2018. There was a new UK audit
manager during the year.
Another part of the Committee’s annual review, completed by
the Committee, is to consider the effectiveness of the relationship
between EY and management. This included the completion of
feedback questionnaires by the Committee members and 54
senior IHG employees. Feedback was requested on a number
of topics including independence, assignment management
and communication. The Committee also received reports
from EY on its independence.
No significant issues were raised in the annual review of the
auditor performance and effectiveness and, as a result, the
Committee concluded that EY continues to provide an effective
audit and maintain independence and objectivity. The Committee
is satisfied with the external audit process as a whole and
therefore recommended the reappointment of EY to the Board.
Pursuant to regulations mandating a tender for the 2021 financial
year, the Group plans to run the audit contract tender in 2019. A
sub-committee has been established to manage and govern the
audit tender process and is accountable to the Audit Committee,
who will maintain overall ownership of the tender process and ensure
that it is run in a fair and balanced manner. The sub-committee is
supported by a project team, led by the Group Financial Controller.
During 2018, tender participants have been selected, and the design
of the selection criteria has been established. In addition, a pre-
approval process for non-audit services provided by the participant
firms has been agreed and the identification process of current
non-audit services has been completed.
Lead partners from the participating firms have been selected and
the publicly available audit quality inspection reports, in both the
UK and the US, have been reviewed and the implications for the
audt tender considered. The ‘Statutory audit services market study’,
published by the Competition & Markets Authority, and the report
issued by Sir John Kingman, have both been reviewed with
adjustments made to the tender plan where appropriate.
The audit tender will launch in the second quarter of 2019. To
ensure each firm has the right level of information, a data room
will be established and work is already underway to determine
which items are being included in the data room. Each firm will
participate in a series of management meetings, with the
objective that they will build their best proposition.
The tender process for strictly prohibited services will be run after the
external audit tender, to allow sufficient time to select new providers
and transition services to another firm. The sub-committee will
oversee the plan to manage the transition of these services.
The Group confirms that it has complied with the requirements
of The Competition and Markets Authority Statutory Audit
Services for Large Companies Market Investigation (Mandatory
Use of Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014, which relates to the frequency and
governance of tenders for the appointment of the external auditor
and the setting of a policy on the provision of non-audit services.
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance
67
Corporate Governance continued
Corporate Responsibility Committee Report
Key duties and role of the Committee
Key objectives and summary of responsibilities
The Committee reviews and advises the Board on the Group’s
corporate responsibility objectives and strategy, including its
impact on the environment, social, community and human
rights issues, its approach to sustainable development, and
stakeholder engagement in relation to the Group’s approach to
responsible business.
The Committee’s role, responsibilities and authority delegated to
it by the Board are set out in its Terms of Reference (ToR), which
are reviewed annually and approved by the Board.
The ToR are available at www.ihgplc.com/investors
under Corporate governance in the Committees section.
The Committee’s key responsibilities and focus areas over the
year have been:
• Reviewing the Group’s approach to corporate responsibility,
given changes in organisational structure;
• Monitoring the delivery of the new Responsible Business targets
for 2018-2020, with a focus on the Group’s environmental,
community and diversity targets;
• Reviewing the Group’s approach to responsible procurement
targets and responsible business in the supply chain;
• Reviewing the approach to human rights issues, including the
Group’s Modern Slavery Statement; and
• Overseeing responsible business stakeholder engagement.
Membership and attendance at meetings
The Committee’s membership and attendance at meetings are set
out on page 55. The Head of Corporate Responsibility attended all
meetings and the Chair of the Board also attended two out of the
three meetings held during the year.
Reporting to the Board
The Committee Chair updates the Board on all key issues raised at
Committee meetings. Papers and minutes for each meeting are also
circulated to all Board members, who are invited to request further
information where necessary.
Effectiveness of the Committee
The effectiveness of the Committee is monitored and assessed
regularly by the Chair of the Committee and the Chair of the Board.
During 2018, the Committee was also reviewed as part of the internal
Board evaluation process. Further details can be found on page 63.
The Committee also undertook an assessment against its own ToR
and across a number of areas, including the skills and experience of
the Committee and the work of the Committee across its key
responsibilities, highlighting additional agenda items and focus
areas for 2019. The Committee concluded that it remains effective.
Focus areas and activities
Approach to corporate responsibility
The Committee discussed the Group’s approach to corporate
responsibility, given organisational changes and the Group’s
strategic initiatives, endorsing the internal engagement plans and
approach to accountability for delivery of the key targets across the
Executive Committee. The Committee also supported the initiation
of a broader strategic review, the results of which would be
considered in 2019.
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IHG | Annual Report and Form 20-F 2018
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.
Responsible Business targets for 2018-2020
During 2018 the Committee reviewed and discussed the learnings
from the last five years’ activities and the approach to delivering
the environmental targets, in particular. The Responsible Business
targets for 2018-2020 were reviewed and the Committee received
regular progress updates across the focus areas: environmental
sustainability, community impact, our people, and responsible
procurement. The Committee discussed the Group’s diversity and
inclusion initiatives with the Chief Human Resources Officer, and
the Chief Procurement Officer provided insight into the Group’s
approach to responsible procurement and the longer-term supply
chain strategy.
Community and human rights issues
The Committee reviewed the Group’s approach to community giving
and endorsed the True Hospitality for Good programme which seeks
to deliver True Hospitality to local communities around IHG’s hotels
and corporate offices, by supporting colleague fundraising and
helping lives for the better through building skills and education in
hospitality. The Group continues to support communities when
disasters strike and in 2018 provided support to communities and
colleagues impacted by natural disasters in six countries. The Board
(along with 80,000 colleagues) participated in Giving for Good
month by packing care kits for victims of human trafficking in the
Atlanta area. The Committee also supported the Group’s human
rights impact assessment, the results of which will be reviewed in
2019, and endorsed the commitment to the ITP Forced Labour
Principles. The Group’s Modern Slavery Statement was reviewed
and recommended for approval to the Board.
Further information on our responsible business programmes and
our approach to human rights can be found on pages 22 to 25.
Stakeholder engagement
The Committee assessed the Group’s stakeholder engagement
activity, focusing this year on the approach to charity partnerships
and engagement with local community organisations, and also
supported the recommendation to transition the on-going support
of the IHG Foundation (see page 24), in favour of the True Hospitality
for Good programme.
Information on our responsible business commitments
can be found at www.ihgplc.com/responsible-business
Recognising the importance of corporate responsibility, we were
pleased to be listed again on the S&P Dow Jones Sustainability
Indices, having been listed as the industry leader in RobecoSAM’s
Hotels, Resorts & Cruise Lines industry group for the second year
in a row.
Looking forward
We continue to recognise the importance of environmental, social
and governance considerations to all our stakeholders and we are
committed to delivering against our Responsible Business targets
through our programmes and initiatives.
Jill McDonald
Chair of the Corporate Responsibility Committee
18 February 2019
Governance Nomination Committee Report
We focus on the Board’s structure,
size and composition; overseeing
appointments and ensuring diversity of
experience, knowledge and background
in our Board and senior management.
Key duties and role of the Committee
Key objectives and summary of responsibilities
The Committee reviews the composition of the Board and its
Principal Committees, evaluating the balance of skills, experience,
independence, knowledge and diversity requirements before
making appropriate recommendations to the Board as to any
changes. It also ensures plans are in place for orderly succession
for both Directors and other Senior Executives and is responsible
for reviewing the Group’s senior leadership needs.
The Committee’s role, responsibilities and authority delegated to it
by the Board are set out in its Terms of Reference (ToR), which are
reviewed annually and approved by the Board.
The ToR are available at www.ihgplc.com/investors
under Corporate governance in the Committees section.
The Committee’s key responsibilities and focus areas during the year
have been:
• Board and Committee composition;
• Leadership development and succession planning including
evaluating gender balance; and
• Changes to the UK Corporate Governance Code.
Membership and attendance at meetings
The Committee’s membership and attendance at meetings are
available on page 55. All members of the Committee are Non-Executive
Directors. When the Committee considers matters relating
to my position, Dale Morrison, the Senior Independent Non-Executive
Director, acts as Committee Chair.
Reporting to the Board
The Committee makes recommendations to the Board for all
Board appointments. Minutes are circulated to Board members
and I report back to the Board on the activities of the Committee
following each meeting.
Effectiveness of the Committee
The effectiveness of the Committee is monitored and assessed
regularly by myself, as Chair of the Committee and the Board. During
2018, the Committee was also reviewed as part of the internal Board
evaluation process and as Chair, together with the Company
Secretary, I undertook an assessment of the work of the Committee.
The Committee continues to conclude it remains effective (further
details of this process can be found on page 63).
Focus areas and activities
Board and Committee composition
The Committee continued to review the current and future
composition of the Board and Committees, particularly in light of
the Group’s focus on accelerated growth. Having reviewed the skills,
experience and knowledge currently on the Board, considering
progressive refreshing of the Board, the Committee was satisfied that
an appropriate balance is maintained and therefore no new Director
appointments were recommended to the Board during the year.
Elie Maalouf was appointed to the Board on 1 January 2018 and
details of his induction process can be found on page 62.
positions in order to ensure the development of a diverse
pipeline for succession.
An assessment of our senior leaders was completed in 2018
and presented to the Committee for discussion and consideration
as part of a regular review of succession planning.
UK Corporate Governance Code changes and
workforce engagement
The Committee reviewed the 2018 UK Corporate Governance Code
(the 2018 Code), considering the implications of changes
introduced. The Committee discussed proposals for workforce
engagement and concluded that a Non-Executive Director, with
support from the Company Secretary and the Chief Human
Resources Officer, should assess the most appropriate long-term
approach for Board engagement, for consideration by the
Committee and the Board in 2019. This would include attending
relevant employee meetings in the UK and the US, reviewing
engagement surveys and other appropriate workforce related
reports and considering existing methods of employee
engagement channels.
Diversity
With a presence in more than 100 countries globally, we recognise
that diversity and inclusion is essential, from the Board and
throughout all levels of our business. All appointments are based
on merit, experience and performance and the Board actively seeks
diversity of skills, gender, social and ethnic backgrounds, cognitive
and personal strengths. We regularly review how we look at diversity
to ensure we represent the communities in which we operate and
the guests who stay in our hotels.
Our Global Diversity and Inclusion Policy (D&I Policy) applies to
all people employed by IHG and we encourage our franchised
operations and those managed hotels where we do not directly
employ people to follow the same principles. The objective of our
D&I Policy is to celebrate difference, recognising that this
underpins external, as well as internal, relationships.
Following the establishment of the Diversity and Inclusion Board
(D&I Board) last year, we continue to implement our D&I framework
through the D&I Board and locally driven initiatives. The Committee
reviewed and discussed our commitments, the progress made and
the work of the D&I Board.
We continue to deliver against our D&I Policy and are committed to
our 2018-2020 Responsible Business Diversity target, as noted on
page 23. As of 31 December 2018, 36% of the Board were female
and two of our Principal Committees are chaired by women. In
addition, 41% of senior operational leaders are now women,
indicating our continued commitment to diversity at all levels
of our business.
Looking forward
The Committee remains satisfied that we have appropriate plans
in place for orderly succession of appointments to the Board and
to senior management, so that an appropriate balance of skills,
experience, knowledge and diversity is maintained and that we
are making progress against our D&I commitments.
Leadership development and executive succession planning
During the year, the Committee continued to review the development
plans for the Executive Committee and senior management
Patrick Cescau
Chair of the Nomination Committee
18 February 2019
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance
69
Corporate Governance continued
Statement of compliance with the UK Corporate Governance Code
Our statement of compliance summarises how the Group has
implemented the principles and provisions of the 2016 UK Corporate
Governance Code (available at www.frc.org.uk/directors under UK
Corporate Governance Code) as published in April 2016 (the Code).
As discussed on page 54, work is underway to ensure compliance
with the 2018 UK Corporate Governance Code (the 2018 Code) and
we will include our statement of compliance against the 2018 Code
in our 2019 Annual Report and Form 20-F.
This should be read in conjunction with the Corporate Governance
statement on pages 55 to 69 and the Directors’ Remuneration
Report, on pages 72 to 85, as a whole.
The Board considers that the Group has complied in all material
respects with the Code for the year ended 31 December 2018.
A. Leadership
A.1 The role of the Board
B. Effectiveness
B.1 The composition of the Board
The Board continues to lead IHG’s strategic direction, long-term
objectives and success of the Group. Further responsibilities of
the Board are set out on page 55.
The Board met eight times this year and all Directors continue to
act in what they consider to be in the best interests of the
Company, consistent with their statutory duties. Further details
of 2018 Board meetings are set out on pages 60 and 61,
attendance information on page 55, skills and experience and
biographical information on pages 56 and 57.
All Directors are covered by the Group’s directors’ and officers’
liability insurance policy (see page 178).
The size and composition of the Board and its Committees is
kept under review by the Nomination Committee to ensure the
appropriate balance of skills, experience, independence and
knowledge. Details of the skills and experience on the Board
can be found on page 56 and 57.
Potential conflicts of interest are reviewed annually and powers
of authorisation are exercised in accordance with the 2006 Act
and the Company’s Articles of Association. At least half of the
Board, excluding the Chair, are Independent Non-Executive
Directors (see page 55). Further details of the composition of
the Board and Committees are available on pages 55 to 57.
A.2 Divisions of responsibility
The separate roles of the Chair and Chief Executive Officer
are clearly established, set out in writing and are agreed
by the Board.
Chief Executive Officer
Keith Barr leads the development of the Group’s strategic
direction and implementation of the agreed strategy. As well
as building and leading an effective Executive Committee, he
oversees IHG’s business operations and manages its risks.
See page 56 for more details.
A.3 The Chair
As well as building and maintaining an effective Board,
Patrick Cescau leads the operation and governance of the
Board and its Committees. The Chair has been in post for six
years and was independent on appointment. See page 56
for more details.
A.4 Non-Executive Directors
Senior Independent Non-Executive Director
Dale Morrison was appointed as Senior Independent Non-
Executive Director on 31 May 2014. He is available to liaise with
shareholders who have concerns that they feel have not been
addressed through the normal channels of the Chair, Chief
Executive Officer and other Executive Directors. He also leads
the annual performance review of the Chair with the other
Non-Executive Directors (see page 63), and as necessary,
provides advice and judgement to the Chair, and serves as an
intermediary for other Directors when necessary.
After each Board meeting, Non-Executive Directors and the
Chair meet without Executive Directors being present (see page
60). During the year, if any Director has unresolved concerns
about the running of IHG or a proposed action, these would be
recorded in the minutes of the meeting.
Further information on each of these roles can be found
on our website at www.ihgplc.com/investors under
Corporate governance.
B.2 Appointments
The Nomination Committee leads the appointment of new
Directors to the Board and senior executives in accordance
with its Terms of Reference (available on our website at
www.ihgplc.com/investors under Corporate governance in
the Committees section or from the Company Secretary’s office
on request) and supports the Board in succession planning.
Further details of the role of the Nomination Committee and
what it did in 2018 are in the Nomination Committee Report on
page 69. The overall process of appointment and removal of
Directors is overseen by the Board as a whole. Two Non-
Executive Directors have served for seven years and were
subject to a rigorous review during the year. All other Non-
Executive Directors have served for less than six years – see
pages 56 and 57.
B.3 Commitment
Non-Executive Director terms of appointment outline IHG’s time
commitment expectations required to fulfil their role. Executive
Directors are not permitted to take on more than one external
non-executive directorship or chair position in addition to their
role. The commitments of each Director are included in the
Directors’ biographical details on pages 56 and 57. Details of
Directors’ service contracts and appointment terms are set out
on pages 81, 84 and 187.
The Chair annually reviews the time each Non-Executive Director
dedicates to IHG as part of the internal performance evaluation of
each Director (see page 63) and is satisfied that their other duties
and time commitments do not conflict with those as Directors.
B.4 Development
The Chair and Company Secretary ensure that new Directors
are fully inducted and that all Directors continually update their
skills and have the requisite knowledge and familiarity with the
Group to fulfil their role (see page 62).
B.5 Information and support
The Chair and Company Secretary ensure that the Board and its
Committees receive timely and appropriate information, and a
flow of information between the Executive Committee and
Non-Executive Directors. The Board and Committees also have
access to the Company Secretary, independent advice and
necessary resources, at the Company’s expense. They receive
administrative and logistical support of a full-time executive
assistant. See page 60 for more details.
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IHG | Annual Report and Form 20-F 2018
Governance B.6 Evaluation
C.3 Audit Committee and Auditor
The Board undertakes either an internal or external annual
Board effectiveness evaluation. In 2016-17 this was carried out
externally and in 2018, it was carried out internally. More
information on the evaluation is on page 63.
B.7 Re-election
All of the Directors retire and seek election or re-election at
each AGM. Performance evaluations of all Directors, including
the Chair, are carried out on an annual basis. Directors’
biographies are set out on pages 56 and 57 and details of their
performance evaluations are on page 63.
C. Accountability
C.1 Financial and business reporting
The Statement of Directors’ Responsibilities (including the
Board’s statement confirming that it considers that the Annual
Report and Form 20-F, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Group’s position and performance,
business model and strategy) is set out on page 88.
The status of IHG as a going concern is set out in the
Directors’ Report on page 181. An explanation of the Group’s
performance, business model, strategy and the risks and
uncertainties relating to IHG’s prospects, including the
viability of the Group, is set out in the Strategic Report
on pages 2 to 51.
The statement from our Auditor, Ernst & Young LLP, about its
reporting responsibilities is set out on pages 89 to 94.
C.2 Risk management and internal control
The Board determines the nature and extent of the risk the
organisation is willing to take in achieving its strategic
objectives. A robust assessment of the principal risks facing
the Group was carried out, including those risks that would
threaten the Group’s business model, financial performance,
solvency or liquidity (see pages 26 to 30 for further details
of the principal risks). The Board and Audit Committee monitor
the Group’s risk management and internal controls systems and
conduct an annual review of their effectiveness. Throughout the
year, the Board has directly, and through delegated authority to
the Executive Committee and the Audit Committee, overseen
and reviewed all material controls, including financial,
operational and compliance controls. See pages 55, 60,
and 64 to 67.
The Board confirms that, in respect of the Group’s risk
management and internal control systems: (i) there is an
ongoing process for identifying, evaluating and managing
the principal risks faced by the Group; (ii) the systems have
been in place for 2018 and up to 18 February 2019; (iii) they are
regularly reviewed by the Board and Audit Committee; and (iv)
the systems accord with FRC guidance on risk management,
internal control and related financial and business reporting.
Further details are set out in the Strategic Report on pages
2 to 51 and also in the Audit Committee Report on
pages 64 to 67.
Details of the Directors’ assessment of the prospects of the
Group are set out on page 30.
The Audit Committee is comprised entirely of Independent
Non-Executive Directors (see page 55 for membership details).
Ian Dyson, the Chair of the Committee has recent and relevant
financial experience and the Committee as a whole has
competence relevant to the sector in which we operate. Details
of the Committee’s role, responsibilities and activities are set
out on pages 64 to 67.
The Committee reviewed the effectiveness and independence
of Ernst & Young LLP during 2018 and reconfirmed that it would
complete the audit contract tender and transition any strictly
prohibited services by 2020. A sub-committee of the Audit
Committee to oversee the audit tender process has been
established and further details on the progress made can be
found on page 67.
D. Remuneration
D.1 The level and components of remuneration
The Remuneration Committee’s activities during 2018 are set
out on page 72 and its membership details are on page 55.
The Directors’ Remuneration Report is set out on pages 72 to 85.
The Annual Report on remuneration for 2018 (pages 78 to 85) is
subject to the annual advisory vote at the AGM in 2019.
Information on Paul Edgecliffe-Johnson’s appointment as a
Non-Executive Director of Thomas Cook Group plc is set out
on page 81.
D.2 Procedure
The Remuneration Committee is responsible for developing
policy on executive remuneration and fixing remuneration
packages of Directors. Further details are set out on
pages 72 to 85.
During 2018, no individual Director was present when his or
her own remuneration was discussed.
E. Relations with shareholders
E.1 Dialogue with shareholders
The Board engage actively with both institutional and retail
shareholders to promote mutual understanding of objectives
and ensure that their views are communicated to the Board as a
whole. The Board also strives to understand the views of other
key stakeholders and these are considered in board discussions
and decision-making. See pages 61 and 62 for details of
meetings with major institutional investors and other key
stakeholders.
E.2 Constructive use of the AGM
The AGM is a key opportunity for the Board to engage with
Shareholders. The Notice of Meeting will be sent to shareholders
and will be available at www.ihgplc.com/investors under
Shareholder centre in the AGMs and meetings section. The Board
will be available to answer questions during the AGM and after the
formal business has concluded. See page 62 for more details.
IHG | Annual Report and Form 20-F 2018 | Governance | Corporate Governance
71
Directors’ Remuneration Report
Remuneration Committee Chair’s 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.
Table of Contents
72 Directors’ Remuneration Report
72
73
Remuneration Committee Chair’s statement
At a glance
74
78
Remuneration at IHG – the wider context
Annual Report on Directors’ Remuneration
(subject to an advisory vote at the 2019 AGM)
2018 results
2018 saw a year of positive performance for IHG, in which our new
regional operating structure was embedded and our programme
of savings and reinvestment began to deliver results. Above target
performance was delivered in respect of EBIT and net system size
growth and excellent progress was made on our strategic objective
to deliver annual cost savings of $125m by 2020. As a result, awards
for the Executive Directors under the 2018 Annual Performance Plan
(APP) were 84.1% of their respective maximum potential payouts.
The 2016/18 Long Term Incentive Plan (LTIP), granted in 2016, vested
at a level of 45.4% of the maximum potential award as a result of
achievements in relative Total Shareholder Return and rooms
growth. However, the three-year RevPAR performance fell short of
threshold. As noted in last year’s report, the 2018/20 LTIP cash flow
target is disclosed in this report on page 83.
Changes to the Board and Executive Director responsibilities
Elie Maalouf was appointed to the Board on 1 January 2018. The
remuneration arrangements for Elie were determined in accordance
with our approved Directors’ Remuneration Policy (DR Policy).
Looking forward, as we continue to embed structural changes in
the business, the roles of two of our Executive Directors are being
expanded to generate greater impact. In addition to his duties as
Chief Financial Officer, Paul Edgecliffe-Johnson will take ownership
of Strategy, including our ongoing programme of savings and
reinvestment. Elie Maalouf will take accountability for Global
Customer Development, providing oversight of the Global Sales
organisation, as well as our owner management and services
strategy, in addition to his position in our largest region as Chief
Executive Officer, Americas. The additional compensation for these
expanded roles is explained on page 83.
Other areas of focus for the Remuneration Committee
Matters discussed by the Remuneration Committee in 2018
included ongoing reviews of existing incentive schemes and
measures; an overview of the Company’s international mobility
policy; and the introduction of an employee share plan, which will
extend the alignment of employee and shareholder experience
throughout IHG’s corporate employee population.
Given the continued importance of growth and the reinvestment of
achieved savings targets, the strategic measures which make up
30% of the short-term growth incentive plan target for Executive
Directors will remain as in 2018. The annual System size growth
measure in the APP focuses on key short-term growth targets and
supplements the longer-term aims encompassed in the separate
rooms growth target under the LTIP. LTIP measures and weightings
for the 2019/21 cycle remain as per the 2018/20 cycle and details,
including the prospective disclosure of the cash flow target for the
2019/21 cycle, are shown on page 83.
The Committee also commenced a detailed review of the DR Policy
during 2018 in light of our renewed focus and the increased pace
with which we are executing our strategy to deliver high-quality,
72
IHG | Annual Report and Form 20-F 2018
sustainable growth and superior returns for shareholders. We must
ensure that remuneration drives the right behaviours and actions;
is structured to sufficiently reward the achievement of our most
important and stretching strategic goals; and incentivises senior
executives to stay with IHG and successfully drive our growth
ambition. As a UK listed company, we must also consider Government
and stakeholder engagement and a newly revised Corporate
Governance Code (the new Code). As guidance and practice continue
to evolve in this area, we will take all factors together as we continue
our review into 2019 and put our DR Policy to shareholders in 2020.
In terms of the remuneration aspects of the 2018 Code, we explain on
pages 74 to 77 how some of the new responsibilities have already
been undertaken by the Committee as part of our existing approach
to remuneration governance and good practice; and how we will
extend our remit to embrace other important areas of change, such as
the review of wider workforce remuneration policies and practices,
and take these into account in setting executive remuneration.
In respect of compliance with specific provisions of the 2018 Code,
we have not historically included a mandatory holding period
following the three-year performance period and vesting of LTIP
shares. This is in line with the practice of our main competitors in the
US, where both performance and longer-term vesting conditions are
also less common. However, we note that the new Code and related
guidance from UK stakeholders set out an expectation of a five-year
period between the grant and release of LTIP shares. As such, under
the terms of the existing DR Policy, the Committee has determined
that a two-year post-vest holding period will apply for Executive
Directors in respect of the 2019/21 LTIP cycle. Future policy in this
area will be addressed as part of our 2019 review.
Further details of our current position in relation to key aspects of
the 2018 Code, including shareholding guidelines and requirements
during and after employment and IHG’s UK pension benefit
structure, are shown in the ‘Wider context’ section on pages 74 to 77.
As mentioned last year, now that the statutory calculation is known,
this section also includes the CEO Pay Ratio data for IHG in the
United Kingdom.
About this report
We strive to make this report as easy to read as possible,
given regulation. This year, we have again included a summary
of performance and remuneration outcomes in the ‘At a glance’
section on page 73 and an updated ‘Wider context’ section
on pages 74 to 77 to give further insight on aspects of wider
remuneration policy and practice at IHG in light of recent guidance.
The full DR Policy is available at www.ihgplc.com/investors under
Corporate governance and was approved at the Annual General
Meeting (AGM) on 5 May 2017. The section of this report which is
subject to a formal advisory shareholder vote at the May 2019 AGM is
the Annual Report on Directors’ Remuneration starting on page 78.
Jo Harlow
Chair of the Remuneration Committee
18 February 2019
Governance At a glance
How to use this report
Within the Directors’ Remuneration Report
we have used colour coding to denote
different elements of remuneration. The
colours used and the corresponding
remuneration elements are:
Salary
Benefits
Pension benefit
Annual Performance Plan (APP)
50% cash and 50% deferred shares
Long Term Incentive Plan (LTIP)
Shareholding
AUDITED
Audited information
Content contained within a tinted
panel highlighted with an ‘Audited’ tab
indicates that all the information within
the panel is audited.
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.
Measures used for APP
Measures used for LTIP
EBIT: ($m)a
(70% weighting)
Threshold
744.0
Rooms
(25% weighting)
Target
800.0
Maximum
856.0
Threshold
Maximum
Actual
817.4
Actual
Net system size growth (k rooms)
(15% weighting)
RevPAR
(25% weighting)
Threshold
830.0
Target
834.0
Maximum
838.0
Maximum
Threshold
Actual
836.5
Actual
Savings for reinvestment ($m)
(15% weighting)
Threshold
40.0
Target
44.0
Maximum
48.0
Total Shareholder Return (TSR)
(50% weighting)
(rebased 1 January 2016 = 100)
200
150
100
50
0
2016
2017
2018
IHG PLC
FTSE 100 index
Global hotels index
The TSR element of 2016/18 LTIP cycle depended on
the three-year TSR performance to 31 December 2018.
Actual
48.6
a Further details of APP and LTIP outcomes, and EBIT definition, can be found on pages 78 to 80.
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.
Keith Barra,
Chief Executive Officer
Value (£000)
4,000
3,869
2,943
1,661
3,000
2,000
1,000
0
Paul Edgecliffe-Johnson,
Chief Financial Officer
Value (£000)
Elie Maalouf,
Chief Executive Officer, Americas
Value (£000)
3,409
2,387
2,207
4,000
3,000
2,000
1,000
0
3,246
2,292
4,000
3,000
2,000
1,000
0
2018
potential
2018
actual
2017
actual
2018
potential
2018
actual
2017
actual
2018
potential
2018
actual
Key for potential
Maximum = Fixed pay and
maximum award under APP
and LTIP
Target = Fixed pay and on-target
award for APP (115%) and 50% of
maximum LTIP vesting
Minimum = Fixed pay
a The 2018 and 2017 amounts for Keith
Barr exclude the localisation payments
detailed on page 78
IHG | Annual Report and Form 20-F 2018 | Governance | Directors’ Remuneration Report
73
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 IHG’s 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 IHG’s 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.
Employee grade
Corporate band 1
Corporate bands 2 and 3
Corporate band 4
Corporate band 5
Corporate bands 6–8
and hotel employees
Employee
contribution
(%)
Matching
contribution
multiple
3–7.5
3–5
3–5
3–5
3–5
4
4
2.5
2
1.5
Maximum
matching
contribution
(up to %)
30
(25 for new CEO
and 25 for CFO
from April 2019)
20
12.5
10
7.5
o
i
t
a
r
t
n
e
m
e
c
a
p
e
r
e
m
o
c
n
l
I
%
100
75
50
25
0
Company
pension
State
pension
£12k
30.0
30.0
Company
pension
State pension
£140k
Pre-retirement salary
Figures based on a Pensions Commission study carried out in 2014. This shows that,
although the recommended salary replacement ratio in retirement is lower for high
earners (50% of pre-retirement salary vs 80% in the example), the relative percentage of
retirement income which is required from a Company pension is significantly higher.
Pension Provision
Our global retirement benefit policy is to provide access to an
appropriate defined contribution retirement savings plan where
such a vehicle is typically offered, and with benefit levels in line
with the local market.
The UK pension plan applies for UK-based Executive Directors
and the current contribution rates for new employees are shown
opposite. Where employees would otherwise exceed relevant tax
limits on pension contribution or accrual, a cash equivalent may
be offered in lieu of pension at an equivalent value to the maximum
Company matching contribution.
We operate a tiered pension contribution structure and maximum
contributions increase with employee grade, consistent with market
practice and reflecting the structure under the previous defined
benefit pension. In addition, a tiered contribution structure balances
the ‘income replacement ratio’ for all levels of employee, taking into
account State pension provision (see example illustration opposite)
and the increased levels of non-pensionable variable pay for more
senior employees. For example, the pension benefit for Keith Barr in
2018 represented 6.4% of his overall earnings for the year.
Further to recent guidance in relation to the new Code and
subsequent input from other external stakeholders including
institutional investors, the Committee will review pension provisions
for Executive Directors as part of the wider review of the Directors’
Remuneration Policy taking place in 2019.
74
IHG | Annual Report and Form 20-F 2018
Governance
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 Company’s
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 employee’s 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 individual’s 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
Directors’ Remuneration Report
Remuneration at IHG – the wider context continued
CEO Pay Ratio disclosure
As mentioned in last year’s Annual Report, although it is not yet
compulsory to include a CEO Pay Ratio in the Annual Report on
Directors’ Remuneration, now that the statutory calculation method
has been set out in legislation, we include this below. Whilst this
information may add value to the Committee over time, ratios will
differ significantly between companies, even within the same
industry, depending on demographics and business model. For
example, our ratio may differ from other leisure and hospitality
companies which do not follow the same largely franchised UK
business model under which the majority of hotel employees are not
directly employed by IHG. The 2018 ratio will also be impacted by
the CEO’s LTIP award, as this was originally granted in 2016 in
respect of his prior role and salary.
What drives the difference in pay between our CEO and
other employees?
Pay ratios reflect how remuneration arrangements differ as
responsibility increases for more senior roles within the organisation,
for example:
• A greater proportion of performance-related variable pay and
share-based incentives applies for more senior executives,
including Executive Directors, who will have a greater degree
of influence over performance outcomes;
• Additional and enhanced benefit provision, such as company car,
pension and healthcare benefits, apply as roles and responsibilities
increase throughout the organisation;
• Role-specific specialist plans apply in certain areas such as
corporate reservations, sales, and hotel development. Incentive
plans for General Managers of IHG owned, leased and managed
lease and managed hotels commonly include targets based on
gross operating profit, guest satisfaction and employee
engagement. The target and maximum amounts that can be
earned under these plans are typically a higher percentage of base
salary for more senior employees, which in turn affects the pay
ratio; and
• Incentive plans for other corporate employees are typically based
on a combination of individual performance and the Group’s EBIT.
Year
Method
25th
percentile
pay ratio
Median pay
ratio
75th
percentile
pay ratio
Financial year ending
31 December 2018
Option C
71:1
47:1
29:1
Identifying percentile UK employees
Option C has been selected for the identification of the percentile
employees as, under this method, we are able to produce the most
accurate total remuneration figure for all UK employees on a basis
comparable with the statutory reporting for Executive Directors and
using the data available at the time of producing the Annual Report.
Specifically, this involves:
• Starting with the April 2018 Gender Pay Gap salary, bonus and long
term incentive data for all UK employees;
• Adjusting the value of total bonus so that it reflects only the
amount earned in respect of FY 2017 and does not include the
value of any deferred shares from the 2014 bonus which vested
in 2018;
• Adding the employer pension contribution from pension plan data
as at April 2018; and
• Adding non-cash benefit data (e.g. company car, healthcare, etc.)
from the 2017/18 tax year P11D report.
Calculating the pay ratio
Option C requires three UK employees to be identified as the
equivalent of the 25th, 50th and 75th percentile. Having identified
these employees, the 2018 total remuneration is calculated on the
same basis as the CEO single total figure of remuneration. The only
exception being that the Overall Performance element of the APP
bonus applicable to the relevant employees is assumed to be the
respective target value, as the actual value is not known at the time
of producing the Annual Report.
The 2018 salary and benefits figures for the percentile employees
included in the above ratios are:
• 25th Percentile: £38,437 salary and £5,242 benefits including
pension and bonus (total remuneration of £43,679);
• Median: £53,639 salary and £11,975 benefits including pension
and bonus (total remuneration of £65,614); and
• 75th Percentile: £75,151 salary and £32,313 benefits including
pension and bonus (total remuneration of £107,464).
76
IHG | Annual Report and Form 20-F 2018
Governance 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
EBIT
(70%)
Net system
size growth
(15%)
Savings for
reinvestment
(15%)
TSR
(40%)
Net system
size growth
(20%)
Total gross
revenue
(20%)
Cash flow
(20%)
Strategic Model components
Build and leverage scale
Strengthen loyalty programme
Enhance revenue delivery
Evolve owner proposition
Optimise our preferred portfolio
of brands for owners and guests
Culture and behaviours
Remuneration structures are designed to provide a link between an individual’s contribution and the organisation’s culture and values as
well as its strategic aims, while providing the flexibility to keep pace with IHG’s 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.
• Goals
• Behaviours
• Development
Annual
performance
outcome
Overall
Performance
element of
bonus
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 Company’s 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 Company’s 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 IHG’s website at
www.ihgplc.com/responsible-business
IHG | Annual Report and Form 20-F 2018 | Governance | Directors’ Remuneration Report
77
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.
AUDITED
Single total figure of remuneration – Executive Directors
Salary
Benefits
Pension benefit
APP
LTIP
Total
Fixed pay
Variable pay
Other
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
792
388
530
554
559
51
24
34
17
27
198
97
1,343
545
559
614
150
500
3,093
2,161
166
109
159
942
947
747
701
643
744
2,387
2,207
2,292
Executive
Directors
Keith Barrb
Paul Edgecliffe-
Johnson
Elie Maaloufc, d
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).
Notes to single figure table
Fixed pay
Salary: salary paid for the year. Elie Maalouf joined the Board on
1 January 2018.
Other: Keith received a lump sum of £500,000 in July 2017
and a further £150,000 in July 2018 to cover the transitional and
transactional costs of localising to the UK. This was fully reported
in the 2017 Annual Report, page 69.
Benefits: for Executive Directors, this includes, but is not
Variable pay
limited to, taxable benefits such as company car and healthcare.
Provision during 2018 was in line with previous years and the
approved DR Policy.
Pension benefit: for current Executive Directors, in line with DR
Policy, the value of IHG contributions to pension plans and any
cash allowances, paid in lieu of pension contributions.
APP (cash and deferred shares)
Operation
Award levels are determined based on salary as at 31 December
2018 on a straight-line basis between threshold and target, and
target and maximum, and are based on achievement vs target
under each measure:
Keith Barr and Paul Edgecliffe-Johnson did not participate in any
IHG pension plan in 2018 and instead received cash allowances of
25% and 30% of salary respectively. Life assurance cover is
provided for both Keith and Paul at four times base salary.
• Threshold is the minimum level that must be achieved for there
to be an award in relation to that measure; no award is made for
achievement below threshold. For 2018, the Remuneration
Committee set a threshold award level of 57.5% of salary.
Elie Maalouf participated in the US 401(k) Plan and the US
Deferred Compensation Plan. The US 401(k) Plan is a tax qualified
plan providing benefits on a defined contribution basis, with the
member and relevant company both contributing. The US
Deferred Compensation Plan is a non-tax qualified plan, providing
benefits on a defined contribution basis, with the member and the
relevant company both contributing. Contributions made by, and
in respect of, Elie Maalouf in these plans for the year ended
31 December 2018 were:
Director’s contributions to US Deferred
Compensation Plan
Director’s contributions to US 401(k) Plan
Company contributions to US Deferred
Compensation Plan
Company contributions to US 401(k) Plan
Age at 31 December 2018
a Sterling values have been calculated using an exchange rate of $1=0.75
£a
176,544
18,348
100,600
8,200
54
• Target is the target level of achievement and results in a target
award for that measure.
• Maximum is the level of achievement at which a maximum
award for that measure is received (capped at 200% of salary).
Net system size growth was also dependent on achieving at least
4 out of 10 of the global metrics for 2018.
The threshold award was subject to global EBIT affordability gates:
• If global EBIT achievement was less than 85% of target, no award
under net system size growth and savings for reinvestment
would be made; and
• If global EBIT was 85% or more, but less than 93% of target, half
of any award under net system size growth and savings for
reinvestment would be made.
78
IHG | Annual Report and Form 20-F 2018
Governance AUDITED
Outcome for 2018
The performance measures for the 2018 APP were EBIT (70%), net
system size growth (15%) and savings for reinvestment (15%) and
were determined in accordance with the DR Policy. The table
below shows threshold, target and maximum opportunity, as well
as weighting and actual 2018 achievement.
Awards for 2018 are payable 50% in cash and 50% in deferred
shares, vesting three years after the date of grant, in February 2022.
The deferred share awards are made in the form of forfeitable shares
that receive dividends during the three-year vesting period and
include the right to vote at shareholder meetings. They are not
subject to any further performance conditions.
200
% of target award
150
100
50.0
35.0
7.5
50
7.5
0
100
15.0
15.0
70.0
200.0
30.0
30.0
140.0
146.3
30.0
24.6
91.7
Executive Director
Keith Barr
Paul Edgecliffe-Johnson
Elie Maaloufa
Salary as at
31 December
2018
£000
798
560
563
Award
as %
of salary
Total value
of award
£000
168.2
168.2
168.2
1,343
942
947
a Elie Maalouf is paid in US dollars and the sterling equivalent is calculated using an
exchange rate of $0.75
Threshold
Target
Actual
Maximum
2016/18 LTIP (shares)
EBIT
Net system size growth
Savings for reinvestment
APP
Performance
Achievement
Weighting
EBIT: performance relative to target
Weighted
achievement
Threshold
$744.0m
Target
Actual
Maximum
$800.0m
$817.4m
$856.0m
Net system size growth (k rooms)
Threshold
Target
Actual
Maximum
830.0
834.0
836.5
838.0
Savings for reinvestment
Threshold
Target
Maximum
Actual
$40.0m
$44.0m
$48.0m
$48.6m
a Maximum award
50%
100%
131%
200%
50%
100%
164%
200%
50%
100%
200%
200%a
70%
91.7%
15%
24.6%
15%
30.0%
EBIT is operating profit from reportable segmentsb. However, in
determining EBIT for APP purposes, budgeted exchange rates
for the year are used and certain adjustments to reported 2018
operating profit were agreed by the Committee in order to
ensure a like-for-like comparison with the APP EBIT target set
at the start of the year:
Awards are made annually and eligible executives will receive
shares at the end of that cycle, subject to achievement of the
performance measures. Growth in net room openings and
RevPAR is measured on a relative basis against the comparator
group. This group comprises the following major, globally
branded competitors: Accor Hotels; Choice Hotels International
Inc.; Hilton Worldwide; Hyatt Hotels Corporation; Marriott
International Inc.; Starwood Hotels and Resorts; and Wyndham
Worldwide Corp. In respect of Marriott’s acquisition of Starwood
in September 2016, Starwood was retained as a separate entity
for the period up to its last independently published results. In
respect of Wyndham Worldwide’s split into two publicly traded
companies in May 2018, results post-split relating to Wyndham
Destinations and Wyndham Hotels & Resorts were treated as
relating to one entity. TSR measures the return to shareholders
by investing in IHG relative to a broader set of appropriate
hotel and lodging competitors, as per data provided by our
corporate bankers sourced from Thomson Reuters Datastream.
The share price in respect of the 2015/17 LTIP cycle has been
restated using the volume weighted average price of 4,571p on
the date of actual vesting on 20 February 2018. The corresponding
values shown in the 2017 report (prior to the actual vesting) were
an estimate calculated using an average share price over the final
quarter of 2017 of 4,317p.
Outcome for 2016/18 cycle
The performance measures for the 2016/18 three-year LTIP
cycle were in line with the 2014 DR Policy. The table below
shows threshold and maximum opportunity, as well as weighting
and actual achievement, for each performance measure.
Operating profit from reportable segmentsb
(at actual exchange rates)
Net benefit of unbudgeted items
Difference due to exchange rates
Operating profit from reportable segmentsb,
after adjustments (at 2018 budget exchange rates)
b See page 36 for Non-GAAP definitions.
100
% of maximum opportunity
$815.5m
$0.0m
$1.9m
$817.4m
75
50
25
0
45.4
6.1
39.3
20.0
10.0
5.0
5.0
100.0
25.0
25.0
50.0
The total weighted achievement for Keith Barr, Paul Edgecliffe-
Johnson and Elie Maalouf is 146.3% of target bonus. The APP
award for 2018 was therefore 168.2% of salary for each.
Threshold
Actual
Maximum
TSR
Net rooms supply growth
RevPAR
IHG | Annual Report and Form 20-F 2018 | Governance | Directors’ Remuneration Report
79
Directors’ Remuneration Report continued
Annual Report on Directors’ Remuneration continued
AUDITED
LTIP
Performance
Vesting achievement
Weighting
Weighted
achievement
Total Shareholder Return: three-year growth relative to average
of competitors
Threshold
Actual
Maximum
20%
78.6%
100%
50%
39.3%
Net rooms supply: three-year growth relative to average
of competitors
Threshold
Actual
Maximum
20%
24.4%
100%
25%
6.1%
Keith Barra
RevPAR: three-year growth relative to average of competitors
Actual
Threshold
Maximum
0%
20%
100%
25%
0%
Total achievement (% of maximum opportunity vested)
45.4%
Net rooms supply and RevPAR growth were measured by
reference to the three years ending 30 September 2018;
TSR was measured by reference to the three years ending
31 December 2018. This cycle will vest on 20 February 2019
and the individual outcomes for this cycle are shown below.
The share price of 4,193p used to calculate the 2016/18 LTIP
cycle value shown in the single-figure table is the average over
the final quarter of 2018.
Maximum
opportunity
at grant
(number
of shares)
% of
maximum
opportunity
vested
Outcome
(number
of shares
awarded
at vest)
29,367
45.4
13,332
36,841
33,801
45.4
45.4
16,725
15,345
Total value of
award
£000
559
701
643
Executive
Director
Keith Barra
Paul Edgecliffe-
Johnson
Elie Maaloufa
a Granted prior to appointment to the Board.
AUDITED
Other outstanding awards
During 2017, awards were granted under the 2017/19 LTIP cycle and
made to each Executive Director over shares with a maximum value
of 205% of salary using the closing mid-market share price in the
table below. 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.
Award
date
Maximum
shares
awarded
Market
price per
share at
grant
£
Face value
of award
at grant
£000
Number
of shares
received
if minimum
performance
achieved
9 August
2017
22 May
2017
22 May
2017
12,481
43.14
538
2,496
25,811
42.57
1,099
5,162
21,822
42.57
929
4,364
Executive
Director
2017/19
cycle
Paul
Edgecliffe-
Johnson
Elie
Maaloufb
a Keith Barr received an increased award, pro-rated from 1 July 2017, for the 2017/19 LTIP
in accordance with the DR Policy as a result of his appointment to the Board. Prior to
this, he was granted 17,822 shares and 2,160 restricted stock units on 22 May 2017 with
a market price of £42.57 per share.
b The award for Elie Maalouf was granted prior to his appointment to the Board. Elie was
also granted 2,645 restricted stock units on 22 May 2017 with a market price of £42.57
per share.
The vesting date for these awards is the day after the announcement
of our Annual 2019 Preliminary Results in February 2020. These
awards will vest and shares will be transferred to the award-holder
in February 2020, 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 will all be measured by reference to the
three years ending 31 December 2019. Minimum performance is
equal to 20% of the maximum award.
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
2018/20 cycle
Keith Barr
Paul Edgecliffe-Johnson
Elie Maalouf
Award date
8 May 2018
8 May 2018
8 May 2018
Maximum
shares awarded
Market price
per share at grant
£
Face value of
award at grant
£000
Number of shares
received if minimum
performance achieved
35,381
24,830
24,426
46.25
46.25
46.25
1,636
1,148
1,130
7,076
4,966
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
Governance AUDITED
Statement of Directors’ shareholdings and share interests
The Committee believes that share ownership by Executive
Directors and senior executives strengthens the link between
the individual’s personal interests and those of shareholders.
Guideline Executive Director shareholding requirement
Executive Directors are required to hold shares equal to 300%
of salary for the Chief Executive Officer and 200% for any other
Executive Directors within five years of their appointment.
The number of shares held outright includes all Directors’
beneficial interests and those held by their spouses and other
connected persons.
Percentages are calculated using the number of shares held
outright and the 31 December 2018 share price of 4,237p.
From 2018, the full guideline shareholding requirements
continued for six months, and 50% of the requirements for
a further six months, post-cessation of employment.
Shares and awards held by Executive Directors
as at 31 December 2018: % of salary
Keith Barra
227
Paul Edgecliffe-Johnsonb
194
Elie Maaloufa
186
893
1,058
1,125
0
200
400
600
800
1,000
1,200
Shares held outright
Total shares and awards
Guideline shareholding
a In line with Policy, Keith Barr’s and Elie Maalouf’s shareholding requirement are 300%
and 200% of salary respectively, and they are required to meet this within five years
of appointment. They are expected to hold all shares earned (net of any share sales
required to meet tax liabilities), until the shareholding requirement is achieved.
b Paul Edgecliffe-Johnson sold shares on 9 August 2018 at a share price of £47.00, and
at the time held in excess of the 200% shareholding requirement. The share price at
31 December 2018, used for this calculation, has resulted in the below minimum
shareholding requirements.
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
Number of shares held outright
APP deferred share awards
LTIP share awards (unvested)
Total number of
shares and awards held
Keith Barr
Paul Edgecliffe-Johnson
Elie Maaloufa
2018
42,782
25,669
24,773
2017
31,116
27,443
2018
28,262
26,742
42,058
2017
24,586
28,384
2018
97,211
87,482
82,694
2017
90,987
97,970
2018
168,255
139,893
149,525
2017
146,689
153,797
a Includes 35,961 shares granted prior to appointment to the Board
AUDITED
Payments for loss of office
There were no payments for loss of office in 2018.
Pension entitlements
No Executive Director is entitled to any Defined Benefit pension
or related benefit from IHG.
Other information relating to Directors’ remuneration
Non-executive directorships of other companies
Paul Edgecliffe-Johnson has served as a Non-Executive Director of
Thomas Cook Group plc since 26 July 2017. Paul received fees of
£60,000 during 2018 in respect of this appointment.
This appointment is permitted under the DR Policy and the amount is
not included in the single figure table of remuneration table on page
78. No other current Executive Director holds any Non-Executive
Director appointments at any other company.
Service contracts and notice periods for Executive Directors
In accordance with the UK Corporate Governance Code, all
Executive Directors have rolling service contracts with a notice
period of 12 months and are subject to election and annual
re-election by shareholders at the AGM.
Payments to past Directors – benefits
Sir Ian Prosser
Sir Ian Prosser, who retired as a Director on 31 December 2003,
had an ongoing healthcare benefit of £2,152 during the year.
Dividends paid to Executive Directors
A final dividend for 2017 of 50.2p per ordinary share (71.0¢ per ADR)
was paid on 11 May 2018 to shareholders on the Register of members
at the close of business on 3 April 2018.
An interim dividend of 27.7p per ordinary share (36.3¢ per ADR) was
paid on 5 October 2018 to shareholders on the Register of members
at the close of business on 31 August 2018.
IHG | Annual Report and Form 20-F 2018 | Governance | Directors’ Remuneration Report
81
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 Company’s 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.
1,100
1,000
900
800
700
600
500
400
300
200
100
IHG PLC
Global Hotel Index
FTSE 100 Index
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Chief Executive Officer’s remuneration
The table below shows the Chief Executive Officer’s single figure of total remuneration for the 10 years to 31 December 2018.
2017
2,161a
2018
3,093
Single figure
CEO
2009
2010
2011
2012
2013
2014
2015
2016
Single figure
of remuneration
£000
Keith Barr
Richard Solomons
4,724
4,881
3,131
6,611b
3,197
3,662
2,207c
Andrew Cosslett
1,953
5,430
3,770
Annual incentive
received
(% of maximum)
Keith Barr
Richard Solomons
Andrew Cosslett
0.0
100.0
Shares received
under the LTIP
(% of maximum)
Keith Barr
Richard Solomons
Andrew Cosslett
46.0
73.8
83.0
43.3
73.9
61.6
68.0
74.0
74.0
75.0
63.9
100.0
59.0
56.1
50.0
49.4
69.7
66.8
46.1
46.1
84.1
45.4
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.
Percentage change in remuneration of Chief Executive Officer
We believe that a group comprised of UK-based employees is an
appropriate comparator for salary and taxable benefits because the
structure and composition of remuneration for that group most
closely reflects that of the UK-based Chief Executive Officer.
The table below shows the percentage change in the remuneration
of the Chief Executive Officer compared with UK employees between
2017 and 2018. The salary figure for the UK employee population has
been calculated using the 2018 budget for the annual pay review,
taking into account any promotions/market adjustments made during
the year. The taxable benefits figure is based on P11D taxable benefits
for tax years ending 5 April 2017 and 2018 and therefore relates to
Richard Solomons, as no comparative data is available for Keith Barr.
For the annual incentive, a group of executives, who report directly to
the CEO, is used as a comparator group as they are subject to the
same performance measures as the CEO.
Salary
Taxable benefits
Annual incentive
Chief Executive Officer
(% change)
UK employees
(% change)
+3.0
+3.7
+22.2
+2.5
+4.6
+36.8
Relative importance of spend on pay
The chart below sets out the actual expenditure of the Group
in 2018 and 2017, showing the differences between those years.
Further information, including where 2017 figures have been
reinstated, can be found on the Group Financial Statements starting
on page 96 and the accompanying notes. For 2017, the total
distributions to shareholders included a special dividend of
156.4p per share.
$m
+7.7%
-66.4%
+6.1%
2,500
2,000
1,500
1,000
500
0
2,165
2,040
816
758
593
199
2018
2017
2018
2017
2018
2017
Operating profit
from reportable
segmentsa
Total distributions
to shareholders
Staff costs
a See page 36 for Non-GAAP definitions.
82
IHG | Annual Report and Form 20-F 2018
Governance
Implementation of Directors’ Remuneration Policy in 2019
This section explains how the DR Policy will be applied in 2019.
Salary: Executive Directors
Directors’ salaries are agreed annually in line with the DR Policy.
The following salaries will apply from 1 April 2019.
Executive Director
Increase
%
2019
£
2019
$
2018
£
2018
$
Keith Barr
5.0
838,200
798,250
Paul Edgecliffe-
Johnsona
Elie Maaloufb
10.0
8.0
616,300
560,200
812,200
752,000
a The salary increases for Paul Edgecliffe-Johnson and Elie Maalouf above are comprised of
a 3% performance-related increase (which is fully in line with that applied to the wider
workforce), and a 7% and 5% increase respectively in respect of additional responsibilities.
b Elie Maalouf is paid in US dollars and his annual base salary for 2018 and 2019 is shown
in US dollars. The sterling equivalent values calculated using an exchange rate of $1 =
£0.75 are: 2018 - £564,000; and 2019 - £609,150.
Keith Barr was appointed to the Board and the role of Chief Executive
Officer effective from 1 July 2017. In line with the DR Policy for newly
appointed or promoted Executive Directors, he was appointed on a
salary set below benchmark policy level and, following strong
performance in his first full year in role, an increase higher than that
of the corporate UK and US employee population has been agreed
by the Remuneration Committee for 2019.
The changes to Paul Edgecliffe-Johnson and Elie Maalouf’s salaries
reflect the expanded responsibilities explained in the Remuneration
Committee Chair’s Statement on page 72.
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 year’s report, are shown below.
Performance
measure
Definition
Threshold (%)/
maximum
vesting (%)
Weighting
(%)
Maximum
award
(% of
salary)
20/100
40
82
Threshold
performance
Median of
comparator
group
2018/20 cycle
Maximum
performance
Upper quartile
of comparator
group
Threshold
performance
Median of
comparator
group
2019/21 cycle
Maximum
performance
Upper quartile
of comparator
group
IHG’s 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 Company’s shares
during the three-year
performance period.
Cumulative annual
cash generation
over three-year
performance period.
Cumulative increase
over three-year
performance period.
Increase in number
of IHG rooms over three-
year performance period.
Relative
TSR
Cash flow
Total gross
revenue
Net
system size
growth
APP
20/100
20
41
USD
1.63 bn
USD
2.18 bn
USD
1.87 bn
USD
2.49 bn
20/100
20/100
20
20
41
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 IHG’s major competitors an unfair
commercial advantage, providing them with access to key financial and growth
targets from IHG’s 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.
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 IHG’s 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
EBIT
Earnings Before Interest and Tax – a measure of IHG’s operating profit from
reportable segmentsa for the year
Definition
Weighting (%)
Performance objective
Net system size growth
Increase in absolute number of rooms
Strategic measures
Key strategic measures which are reviewed annually
and set in line with strategic priorities
a See page 36 for Non-GAAP definitions.
70
15
15
Achievement against
target
Achievement against
target
Achievement against
target
IHG | Annual Report and Form 20-F 2018 | Governance | Directors’ Remuneration Report
83
Directors’ Remuneration Report continued
Directors’ Remuneration Report continued
Annual Report on Directors’ Remuneration continued
Annual Report on Directors’ Remuneration continued
AUDITED
Single total figure of remuneration: Non-Executive Directors
Non-Executive Director
Committee
appointments
Date of
original
appointment
Patrick Cescau
Anne Busquet
Ian Dyson
Jo Harlow
Luke Mayhew
Jill McDonald
Dale Morrison
Malina Ngai
N
A C N
A N R
N R
A C N
A C N
A N R
C N R
01/01/13
01/03/15
01/09/13
01/09/14
01/07/11
01/06/13
01/06/11
01/03/17
See page 55 for Board and Committee
membership key and attendance.
Fees: Fees paid are in line with the DR Policy.
Fees
£000
2017
422
74
99
81
93
87
107
62
2018
422
74
99
99
74
87
107
74
Taxable benefits
£000
2018
20
7
3
2
2
4
66
4
2017
21
6
3
3
2
5
55
7
2018
442
81
102
101
76
91
173
78
Total
£000
2017
443
80
102
84
95
92
162
69
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
Patrick Cescau
Jo Harlowa
Luke Mayhew
Dale Morrisona
a Shares held in the form of American Depository Receipts.
2018
3,795
1,000
1,373
3,116
2017
–
1,000
1,373
3,116
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
Patrick Cescau
Anne Busquet
Ian Dyson
Jo Harlow
Luke Mayhew
Jill McDonald
Dale Morrison
Malina Ngai
Chair of the Board
Non-Executive Director
Chair of Audit Committee
Chair of Remuneration Committee
Non-Executive Director
Chair of Corporate Responsibility Committee
Senior Independent Non-Executive Director
Non-Executive Director
2019
£000
435
77
102
102
77
90
110
77
2018
£000
422
74
99
99
74
87
107
74
Non-Executive Directors’ letters of appointment and notice periods
Non-Executive Directors have letters of appointment, which are available upon request from the Company Secretary’s 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
Governance Remuneration Committee details
Key objectives and summary of responsibilities
The Remuneration Committee agrees, on behalf of the Board,
all aspects of the remuneration of the Executive Directors and the
Executive Committee, and agrees the strategy, direction and policy
for the remuneration of the senior executives who have a significant
influence over the Group’s ability to meet its strategic objectives.
The Committee’s role and responsibilities are set out in its Terms
of Reference (ToR), which are reviewed annually and approved
by the Board.
The ToR are available on IHG’s website at
www.ihgplc.com/investors under Corporate governance.
The Committee’s key focus areas during the year have been:
• Reviewing and approving 2017 annual and long-term incentive
results for the Executive Directors and other members of the
Executive Committee;
• Approving and monitoring 2018 annual and ongoing long-term
incentive plans; and
• Changes to the UK Corporate Governance Code.
Membership and attendance at meetings
Details of the Committee’s membership and attendance at the
meetings are set out on page 55.
During 2018 the Committee was supported internally by the Chair,
the Group’s CEO and CFO, and the heads of Human Resources
and Reward as necessary. All attend by invitation to provide further
background information and context to assist the Committee in its
duties. They are not present for any discussions that relate directly
to their own remuneration or where their attendance would not
be appropriate.
Reporting to the Board
The Committee Chair updates the Board on all key issues raised at
Committee meetings. Papers and minutes for each meeting are also
circulated to all Board members for review and comment.
Stakeholder engagement
The Committee participated in active dialogue with the Finance
Reporting Council (FRC) prior to the publication of the 2018
Corporate Governance Code and subsequently consulted a
number of major shareholders to discuss potential changes to the
Company’s executive remuneration practices in the context of the
revised principles outlined in the 2018 Code.
Effectiveness of the Committee
The effectiveness of the Committee is monitored and assessed
regularly by myself, as Chair of the Committee, and by the Chair
of the Board. The composition, qualifications and experience of the
members of the Committee are compliant with the provisions of the
new Corporate Governance Code and the ToR have been updated to
formally document that compliance. The Committee concluded that
it remains effective.
Other focus areas and activities
The focus areas and activities discussed by the Committee during
2018 were: review and approval of performance outcomes and set
targets for 2018; diversity and inclusion including the UK Gender Pay
disclosure; and consideration of external remuneration
developments and best practice.
Remuneration advisers
The Committee continued to retain PricewaterhouseCoopers LLP
(PwC) throughout 2018 as independent advisers. Fees of £168,743
were paid to PwC in respect of advice provided to the Committee.
This was in the form of an agreed fee for support in preparation of
papers and attendance at meetings, with work on additional items
charged at hourly rates. The terms of engagement for PwC are
available from Company Secretary’s office upon request.
PwC is a member of the Remuneration Consultants Group and
as such, voluntarily operates under the code of conduct in relation
to executive remuneration consulting in the UK and the professional
standards to which they have committed to adhere when advising
remuneration committees. PwC was appointed following a
competitive tender process and the Committee is satisfied that
the advice received from PwC is objective and independent.
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 Company’s 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:
AGM
2018
2017
2016
2015
2014
Directors’ Remuneration Policy (binding vote)
Directors’ Remuneration Report (advisory vote)
Votes for
Votes against
Abstentions
–
–
120,328,350
(95.76%)
5,332,320
(4.24%)
–
–
–
–
155,440,907
(90.94%)
15,483,775
(9.06%)
–
261,819
–
–
906,025
Votes for
118,770,985
(82.33%)
119,155,451
(96.42%)
167,998,487
(98.58%)
149,415,662
(96.99%)
158,131,479
(94.01%)
Votes against
25,486,193
(17.67%)
4,426,549
(3.58%)
2,427,740
(1.42%)
4,633,208
(3.01%)
10,076,027
(5.99%)
Abstentions
2,664,237
2,340,489
5,056,017
3,642,496
3,623,200
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
Group Financial
Statements
Group statement of comprehensive income
Statement of Directors’ Responsibilities
Independent Auditor’s UK Report
Independent Auditor’s US Report
88
89
95
96 Group Financial Statements
96 Group income statement
97
98 Group statement of changes in equity
101 Group statement of financial position
102 Group statement of cash flows
103 Accounting policies
109 New accounting standards and
presentational changes
115 New standards issued but not yet effective
116 Notes to the Group Financial Statements
Hotel Indigo – Durham, United Kingdom
86
IHG | Annual Report and Form 20-F 2018
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements
87
Statement of Directors’ Responsibilities
Financial Statements and accounting records
The Directors are required to prepare financial statements for
the Company and the Group at the end of each financial year in
accordance with all applicable laws and regulations. Under company
law directors must not approve the Financial Statements unless they
are satisfied that they give a true and fair view of the state of affairs
of the Group and the profit or loss of the Group for that period. In
preparing these Financial Statements, IHG Directors are required to:
Management’s report on internal control over financial reporting
Management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Group,
as defined in Rule 13a–15(f) and 15d–15(f) under the Securities
Exchange Act of 1934 as a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with IFRS.
• Select suitable accounting policies and apply them consistently;
• Make judgements and accounting estimates that are reasonable;
• State whether the Consolidated Financial Statements have been
prepared in accordance with International Financial Reporting
Standards (IFRS) as issued by the International Accounting
Standards Board (IASB), for use in the EU and Article 4 of the
EU IAS Regulation;
• State for the Company Financial Statements whether applicable
UK accounting standards have been followed; and
• Prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company and the
Group will continue in business.
The Directors have responsibility for ensuring that the Group keeps
proper accounting records which disclose with reasonable accuracy
the financial position of the Group and the Company to enable them
to ensure that the Financial Statements comply with the Companies
Act 2006 and, as regards the Consolidated Financial Statements,
Article 4 of the EU IAS Regulation. The Directors are also responsible
for the system of internal control, for safeguarding the assets of the
Group and the Company, and taking reasonable steps to prevent
and detect fraud and other irregularities.
Disclosure Guidance and Transparency Rules
The Board confirms that to the best of its knowledge:
• The Financial Statements have been prepared in accordance
with IFRS as issued by the IASB and IFRS as adopted by the EU,
give a true and fair view of the assets, liabilities, financial position
and profit or loss of the Group taken as a whole; and
• The Annual Report, including the Strategic Report, includes a
fair review of the development and performance of the business
and the position of the Group taken as a whole, together with
a description of the principal risks and uncertainties that it faces.
UK Corporate Governance Code
Having taken advice from the Audit Committee, the Board considers
that this Annual Report and Form 20-F, taken as a whole, is fair,
balanced and understandable and that it provides the information
necessary for shareholders to assess the Company’s performance,
business model and strategy.
Disclosure of information to Auditor
The Directors who held office as at the date of approval of this
report confirm that they have taken steps to make themselves
aware of relevant audit information (as defined by Section 418(3)
of the Companies Act 2006). None of the Directors are aware of
any relevant audit information which has not been disclosed to
the Company’s Auditor.
The Group’s internal control over financial reporting includes
policies and procedures that:
• Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the Group’s transactions and
dispositions of assets;
• Are designed to provide reasonable assurance that transactions
are recorded as necessary to permit the preparation of the
Financial Statements in accordance with IFRS as issued by
the IASB and IFRS as adopted by the EU, and that receipts and
expenditure are being made only in accordance with authorisation
of management and the Directors of the Company; and
• Provide reasonable assurance regarding prevention or timely
detection of unauthorised acquisition, use or disposition of the
Group’s assets that could have a material effect on the
Financial Statements.
Any internal control framework has inherent limitations and internal
control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or the degree of
compliance with the policies or procedures may deteriorate.
Management has undertaken an assessment of the effectiveness of
the Group’s internal control over financial reporting at 31 December
2018 based on criteria established in the Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 Framework) (the COSO criteria).
Based on this assessment, management has concluded that as
at 31 December 2018 the Group’s internal control over financial
reporting was effective.
During the period covered by this document there were no changes
in the Group’s internal control over financial reporting that have
materially affected or are reasonably likely to materially affect the
effectiveness of the internal controls over financial reporting.
The Group’s internal control over financial reporting at 31 December
2018, together with the Group’s Consolidated Financial Statements,
were audited by Ernst & Young LLP, an independent registered
public accounting firm. Their report on internal control over financial
reporting can be found on page 95.
For and on behalf of the Board
Keith Barr
Chief Executive Officer
18 February 2019
Paul Edgecliffe-Johnson
Chief Financial Officer
18 February 2019
88
IHG | Annual Report and Form 20-F 2018
Group Financial Statements Independent Auditor’s UK Report
Independent Auditor’s Report to the members
of InterContinental Hotels Group PLC
Our opinion on the Financial Statements
In our opinion:
• InterContinental Hotels Group PLC’s Group Financial Statements
and Parent Company Financial Statements (the Financial
Statements) give a true and fair view of the state of the Group’s and
of the Parent Company’s affairs as at 31 December 2018 and of the
Group’s profit for the year then ended;
• The Group Financial Statements have been properly prepared in
accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union;
• The Parent Company Financial Statements have been properly
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice, including FRS 101 ‘Reduced Disclosure
Framework’; and
• The Financial Statements have been prepared in accordance with
the requirements of the Companies Act 2006, and, as regards the
Group Financial Statements, Article 4 of the IAS Regulation.
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s
responsibilities for the audit of the Financial Statements section
of our report below. We are independent of the Group and Parent
Company in accordance with the ethical requirements that are
relevant to our audit of the Financial Statements in the UK, including
the FRC’s Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Conclusions relating to principal risks, going concern
and viability statement
We have nothing to report in respect of the following information
in the Annual Report, in relation to which the ISAs (UK) require us to
report to you whether we have anything material to add or draw
attention to:
What we have audited
InterContinental Hotels Group PLC’s (IHG’s, the Group’s) Financial
Statements for the year ended 31 December 2018 comprise:
• The disclosures in the Annual Report set out on page 26 that
describe the principal risks and explain how they are being
managed or mitigated;
Group
Company
Group income statement
Group statement of
comprehensive income
Group statement of
changes in equity
Parent Company statement
of financial position
Parent Company statement
of changes in equity
Related notes 1 to 12 to the Parent
Company Financial Statements
Group statement of financial position
Group statement of cash flows
Related notes 1 to 34 to the Group
Financial Statements and accounting
policies, new accounting standards
and presentational changes and new
standards issued but not yet effective
The financial reporting framework that has been applied in the
preparation of the Group Financial Statements is applicable law and
IFRSs as adopted by the European Union. The financial reporting
framework that has been applied in the preparation of the Parent
Company Financial Statements is applicable law and United
Kingdom Accounting Standards, including FRS 101 ‘Reduced
Disclosure Framework’ (United Kingdom Generally Accepted
Accounting Practice).
• The Directors’ confirmation set out on page 88 in the Annual
Report that they have carried out a robust assessment of the
principal risks facing the entity, including those that would threaten
its business model, future performance, solvency or liquidity;
• The Directors’ statement set out on page 88 in the Financial
Statements about whether they considered it appropriate to adopt
the going concern basis of accounting in preparing them, and their
identification of any material uncertainties to the entity’s ability to
continue to do so over a period of at least 12 months from the date
of approval of the Financial Statements;
• Whether the Directors’ statement in relation to going concern
required under the Listing Rules in accordance with Listing Rule
9.8.6R(3) is materially inconsistent with our knowledge obtained in
the audit; or
• The Directors’ explanation set out on page 30 in the Annual Report
as to how they have assessed the prospects of the entity, over what
period they have done so and why they consider that period to be
appropriate, and their statement as to whether they have a
reasonable expectation that the entity will be able to continue in
operation and meet its liabilities as they fall due over the period of
their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Overview of our audit approach
Key audit matters
• The valuation of deferred revenue related to the IHG Rewards Club loyalty programme.
• Allocation of revenues and costs to the System Fund.
• The carrying value of the Kimpton assets and the investment in the Barclay associate.
• Presentation of reorganisation costs in the Group income statement.
• Acquisition accounting for the Regent and UK portfolio transactions.
Audit scope
• We performed a full scope audit of 22 components and specific audit procedures on a further 28 components.
• For 20 full scope components audit procedures were performed by a combination of the Primary Team and one or more
component teams.
• The components where we performed full or specific audit procedures accounted for 94% of profit before tax adjusted for pre-tax
exceptional items and the System Fund and 92% of revenue.
Materiality
• Overall Group materiality of $35m was applied which represents 5% of profit before tax adjusted for pre-tax exceptional items and the
System Fund. We considered it appropriate to maintain our planning materiality rather than increasing it to $37m based on the final
reported results.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Independent Auditor’s UK Report
89
Independent Auditor’s UK Report continued
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation of
resources in the audit and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of
the Group Financial Statements as a whole, and in our opinion
thereon, and we do not provide a separate opinion on these matters.
Risk
direction
Our response to the risk
We verified management’s conclusion to defer the recognition of
revenue until points are consumed to be consistent with the principles
of IFRS 15 and audited the impact on the Group’s 2018 financial
statements.
We assessed the reasonableness of the estimated future consumption
of earned points, which is the key estimate in the determination of the
deferred revenue liability, by:
• Engaging EY actuarial specialists to assist in challenging and
evaluating the appropriateness of the methodology, data and
assumptions applied by management and its actuarial specialist.
• Developing our own model to form an independent view of an
acceptable range for the consumption rate.
We tested internal financial controls, including IT controls, over the
valuation of revenue and deferred revenue, in particular:
• The integrity of the deferred revenue model and the
completeness and accuracy of data used and provided to
management’s actuarial specialist.
• Management’s review process of the inputs and assumptions used
in the deferred revenue model and the valuation output.
In addition, we undertook the following audit procedures:
• Tested controls and detailed transactions for assessments received
and points earned, consumed, and expired throughout the year.
• Tested the roll forward of the points balance from the prior year to
31 December 2018.
In addressing this area of focus, audit procedures were performed by
the component team in the United States under our supervision.
We verified management’s conclusion regarding the accounting for
the System Fund marketing and reservation revenues and expenses on
a gross basis in the Group income statement and concurred it is
consistent with IFRS 15.
We tested the internal financial controls, including IT controls, over the
recognition of hotel assessments in the System Fund revenues and the
identification of direct and indirect costs allocated to the System Fund.
For a sample of revenues and expenses recorded as System Fund
related, based on our inspection of supporting documentation, we
made an independent assessment of whether they relate to the System
Fund activities in accordance with contracts with customers and the
agreement with the Owners Association.
Our testing of controls and transactions included the reorganisation
costs allocated to the System Fund.
We verified the appropriateness of the related disclosures provided in
the notes of the Group Financial Statements.
In addressing this area of focus, audit procedures were performed by
the component audit team in the United States under our supervision.
Key observations
communicated to
the Audit Committee
We concluded:
• IFRS 15 has been
appropriately
applied.
• The valuation of
deferred revenue
related to the
IHGRC loyalty
programme is
within an
acceptable range.
We concluded:
• IFRS 15 has been
appropriately
applied.
• The System Fund
revenues and
expenses have
been identified in
accordance with
contracts with
customers and the
agreement with
the Owners
Association.
Risk
The valuation of deferred revenue
related to the IHG Rewards Club (IHGRC)
loyalty programme
Refer to the Audit Committee Report (page 65);
Critical accounting policies and the use of
judgements, estimates and assumptions
(page 108); and note 3 of the Group Financial
Statements (page 121).
Revenue related to loyalty points earned
by members or sold under co-branding
arrangements is deferred until the points
are consumed.
We focus on this area due to:
• The changes in accounting for the IHGRC
loyalty programme revenues following the
adoption of IFRS 15 – Revenue from Contracts
with Customers.
• The size of the deferred revenue balance
($1,181m at 31 December 2018, $1,057m at
31 December 2017).
• The complexity of the model and the high
volume of input data to determine the deferred
revenue balance.
• The judgement involved in estimating the
future consumption rate of points by the
members of the loyalty programme.
Allocation of revenues and costs to the
System Fund
Refer to the Strategic Report (page 15); the
Audit Committee Report (page 65); and the
accounting policies and notes of the Group
Financial Statements.
The Group operates a System Fund to collect and
administer cash assessments from hotel owners
for the specific purpose of use in marketing,
reservation and loyalty programmes in
accordance with contracts with customers and
the agreement with the Owners Association.
We focus on this area due to:
• The changes in accounting for the System
Fund revenues and expenses following the
adoption of IFRS 15 – Revenue from Contracts
with Customers.
• The size of the System Fund revenues and
expenses of $1,233m and $1,379m, respectively,
for the year ended 31 December 2018 (2017:
$1,242m and $1,276m, respectively).
• The risk of misclassification in determining
which revenues and expenses are chargeable
to the System Fund.
• The exclusion of the System Fund revenues and
expenses from the underlying performance of
the Group (as defined on page 36 as a
non-GAAP measure).
90
IHG | Annual Report and Form 20-F 2018
Group Financial Statements Risk
The carrying value of the Kimpton assets and
the investment in the Barclay associate
Refer to the Audit Committee Report (page 65);
Critical accounting policies and the use of
judgements, estimates and assumptions
(page 108); and notes 13 and 14 of the Group
Financial Statements (pages 134 and 136).
The Group’s intangible assets and investments in
associates and joint ventures are tested for
impairment using valuation techniques involving
judgements and estimates.
We assessed the related risk of material
misstatement in the current year and focused on
the Kimpton assets and the investment in the
Barclay associate, considering:
• The potential incentive to conceal an impairment,
given the assets’ strategic importance.
• The higher likelihood and magnitude of a
potential impairment charge, considering the
assets’ carrying values and historic headroom.
At 31 December 2018, the carrying value of the
Kimpton assets were $421m (excluding key
money) (note 13) (2017: $424m) and the
investment in the Barclay associate was $59m
(note 14) (2017: $65m).
Risk
direction
Our response to the risk
We tested internal financial controls over management’s assessment
of impairment. These included controls over the underlying projections
prepared through the forecasting process, the assumptions applied
and the completeness and accuracy of the data provided to
management’s external specialist.
We, assisted by our valuation specialists, verified the integrity of the
impairment models and the appropriateness of the methodology and
assumptions used. We inspected external valuation reports and
performed our own sensitivities on the key assumptions used and
determined whether adequate headroom remained.
We performed detailed testing to assess the key inputs to the
model including:
• Assessing the historical accuracy of management’s budgets and
forecasts through comparison with actual performance.
• Corroborating management’s assumptions with reference to
historical data and, where applicable, external benchmarks to assess
if the assumptions used are within an acceptable range. The main
assumptions include discount rates, fee margins, average daily room
rates, comparable room key sales data and occupancy.
We verified the appropriateness of the disclosures provided in the
Group Financial Statements.
In addressing this area of focus, audit procedures were performed
mainly by the Primary Team, with the support of our valuation
specialists.
Key observations
communicated to
the Audit Committee
We concluded:
• The carrying value
of the Kimpton
assets and the
investment in the
Barclay associate
are supported at
31 December 2018.
• Appropriate
disclosures have
been provided.
“Capitalisation of software assets and carrying value” was included last year as a key audit matter due to the amount capitalised in the year
and the technology being in its development phase. In 2018, following the go live of the Guest Reservation System and the start of
amortisation, the risk of a material misstatement in the capitalisation of software assets was no longer considered to be at a higher level.
In addition to the risks identified as part of our audit planning, the Group undertook the following material non-routine transactions in the
year which affected the allocation of resources and the direction of our audit efforts and for which our audit response was as follows:
Risk
Presentation of reorganisation costs in the
Group income statement
Refer to the Audit Committee Report (page 65);
and note 6 of the Group Financial Statements
(page 124).
The incorrect classification of certain items as
exceptional could present a misleading view to
the financial statement users about the overall
performance of the underlying business.
At 31 December 2018, the Group incurred
reorganisation costs of $103m (2017: $45m),
of which $56m (2017: $36m) was classified as
exceptional and $47m (2017: $9m) was allocated
to the System Fund.
Acquisition accounting for the Regent and UK
portfolio transactions
Refer to the Audit Committee Report (page 65);
and note 11 of the Group Financial Statements
(page 131).
We focused on this area given the judgements
and estimates involved in assessing the fair value
of assets and liabilities acquired.
In addition, the transactions contain complexity in
determining how to account for the acquisitions in
accordance with IFRS 3 – Business Combinations
and IFRS 10 – Consolidated Financial Statements.
Risk
direction
Our response to the risk
We tested the internal financial controls, including IT controls, over the
identification, measurement, monitoring and recording of the
reorganisation costs.
We challenged the classification as exceptional items to ensure
compliance with accounting standards, the Group’s accounting
policies and the consistency of application against prior years. In
particular, we tested on a sample basis that the costs were directly
related to the ‘Transform for Growth’ initiative and incremental to the
normal course of business.
We performed detailed testing on the allocation to the System Fund to
confirm consistency with the communication to the Owners
Association.
We considered the appropriateness of the disclosure and transparency
within the Group Financial Statements.
We tested internal financial controls over the acquisition accounting,
fair valuation of assets and liabilities acquired, and the migration of
legacy data into the Group’s systems.
We verified management’s accounting treatment for the acquisitions in
accordance with IFRS 3 and IFRS 10. In particular:
• Assessing whether the Group has a present ownership interest over
the 49% shareholding in Regent Hotels & Resorts not yet acquired
and the recognition of contingent consideration in respect of the put
and call options over the remaining shares.
• Assessing the substance of the lease agreement entered into at the
same time as the UK portfolio acquisition and the fair value of the
contingent consideration embedded in the lease. In addition, we
verified the classification as an operating lease agreement and the
disclosure in the Group Financial Statements.
Assisted by our valuation specialists, we challenged management’s key
assumptions underpinning the valuations in the purchase price
allocation. We assessed the fair value of the identified assets and
liabilities, and evaluated the adequacy of the acquisition disclosures in
note 11 of the Group Financial Statements.
Key observations
communicated to
the Audit Committee
The disclosure of
reorganisation costs
as exceptional items
is in accordance
with the Group’s
disclosed
accounting policy
for exceptional items
and consistent with
the requirements of
IAS 1 – Presentation
of Financial
Statements.
The fair values of the
assets and liabilities
recognised on the
Regent and UK
portfolio
acquisitions have
been measured on a
reasonable basis.
The acquisition
accounting is
consistent with
IFRS 3 and IFRS 10.
“Impact of the US tax reform” was included as an area of audit focus last year in view of the complexity of the changes in the US tax law, the
proximity of the announcement to the year-end and the materiality to the Group, which affected the allocation of resources and the
direction of our audit efforts. This year, our procedures on the US tax reform have been more routine in nature.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Independent Auditor’s UK Report
91
Independent Auditor’s UK Report continued
The scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope for
each entity within the Group. Taken together, this enables us to form
an opinion on the Group Financial Statements. We take into account
size, risk profile, the organisation of the Group and effectiveness of
Group-wide controls, changes in the business environment and
other factors such as Global Internal Audit’s results when assessing
the level of work to be performed at each entity.
In assessing the risk of material misstatement to the Group Financial
Statements, and to ensure we had adequate quantitative coverage
of significant accounts in the Group Financial Statements, we
selected 50 components covering entities within India, the United
States, the United Kingdom, Germany and China, which represent
the principal business units within the Group.
Of the 50 components selected, we performed an audit of the
complete financial information of 22 components (full scope
components) which were selected based on their size or risk
characteristics. For full scope components, procedures were
performed by a combination of the Primary Team and one or more
component teams.
For the remaining 28 components (specific scope components),
we performed audit procedures on specific accounts within that
component that we considered had the potential for the greatest
impact on the significant accounts in the Group Financial Statements
either because of the size of these accounts or their risk profile.
The table below illustrates the coverage obtained from the work
performed by our audit teams.
Full scope1
Specific scope2
Full and specific scope coverage
Remaining components3
Total
Notes
Number
22
28
50
% profit before tax adjusted for
pre-tax exceptional items
and the System Fund
%
revenue
Number
% profit before tax adjusted for
pre-tax exceptional items
%
revenue
2018
2017
79
15
94
6
63
29
92
8
22
22
44
81
11
92
8
69
8
77
23
100
100
100
100
1 The Group audit risks included in the tables on pages 90 to 91 were subject to full audit procedures.
2 The audit scope of these components may not have included testing of all significant accounts of the component but will have contributed to the coverage of significant accounts
tested for the Group.
3 Of the remaining components that together represent 6% of the Group’s profit before tax adjusted for pre-tax exceptional items and the System Fund; none are individually greater
than 2% of the Group’s profit before tax adjusted for pre-tax exceptional items and the System Fund. We performed specified procedures over System Fund revenue for two
components (2017: two) in addition to performing specified procedures over the components acquired in the year. For two (2017: three) components, we performed review scope
procedures. For the remaining components, we performed other procedures, including analytical review at both regional levels and at owned hotels, inquiry of management, and
testing of journals across the Group to respond to any potential risks of material misstatement to the Group Financial Statements.
Changes from the prior year
In 2017, the audit scope for components was determined using
an overall Group materiality assessed using profit before tax
adjusted for pre-tax exceptional items. In 2018, the audit scope for
components was determined using an overall Group materiality
assessed using profit before tax adjusted for pre-tax exceptional
items and the System Fund.
The Primary Team continued to follow a programme of planned
visits that has been designed to ensure that the Senior Statutory
Auditor, or her delegate, visits each of the key locations at both the
interim and year-end stages of the audit process. During the current
year’s audit cycle, visits were undertaken, at least twice, by the
Primary Team to the component teams at key locations in the
United States and India.
Following the adoption of IFRS 15 – Revenue from Contracts with
Customers (IFRS 15), System Fund revenues and expenses are now
included in the Group income statement. As the System Fund
continues to be managed on a break-even basis, the System Fund
result for the year was adjusted from our materiality to remove the
timing difference arising from revenues received and costs incurred
in the year.
The 2017 coverage analysis provided in the table above has not been
restated to reflect the impact of the adoption of IFRS 15 on the 2017
Group Financial Statements.
Involvement with component teams
In establishing our overall approach to the Group audit, we
determined the type of work that needed to be undertaken at each
of the components by us, as the Primary Team, or by component
auditors from other EY global network firms operating under our
instruction. Of the 22 full scope components, audit procedures were
performed on two of these directly by the Primary Team and 20 by a
combination of the primary and component audit teams. For the 28
specific scope components, audit procedures were performed on
three of these directly by the Primary Team and 25 by component
audit teams. We determined the appropriate level of involvement to
enable us to determine that sufficient audit evidence had been
obtained as a basis for our opinion on the Group as a whole.
These visits involved discussing the audit approach with the
component team and any issues arising from their work, meeting
with local management, and reviewing key audit working papers on
the Group’s risk areas. The Primary Team interacted regularly with
the component teams, during various stages of the audit, reviewed
key working papers and were responsible for the scope and
direction of the audit process. This, together with the additional
procedures performed at Group level, gave us appropriate evidence
for our opinion on the Group Financial Statements.
Our application of materiality
We apply the concept of materiality in planning and performing the
audit, in evaluating the effect of identified misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in
the aggregate, could reasonably be expected to influence the
economic decisions of the users of the Group Financial Statements.
Materiality provides a basis for determining the nature and extent of
our audit procedures.
We determined materiality for the Group to be $35m (2017: $32m),
which is 5% of profit before tax adjusted for pre-tax exceptional
items and the System Fund (2017: 5% of profit before tax adjusted for
92
IHG | Annual Report and Form 20-F 2018
Group Financial Statements pre-tax exceptional items). We believe profit before tax adjusted for
pre-tax exceptional items and the System Fund is the most relevant
performance measure to the stakeholders of the entity, as IHG’s
management and investors monitor performance with this as a key
metric. Detailed audit procedures are performed on material
exceptional items and the System Fund.
Starting basis
• Profit before tax of $485m
Adjustments
• Adjust for pre-tax exceptional items of
$104m and the System Fund result of $146m
to determine adjusted profit before tax
Materiality
• Totals $735m (materiality basis)
• Materiality maintained at planning level
at $35m (versus $37m based on 5%
of final reported results)
During the course of our audit, we reassessed initial materiality and
the actual profit before tax adjusted for pre-tax exceptional items
and the System Fund was higher than the Group’s initial estimates
used in planning. However, due to the status of our procedures we
did not change our materiality assessment to reflect this.
We determined materiality for the Parent Company to be £19m
(2017: £11m), which is 1% (2017: 1%) of equity.
Performance materiality
The application of materiality at the individual account or balance
level. It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Group’s overall control environment, our
judgement was that performance materiality was 75% (2017: 75%)
of our planning materiality, namely $27m (2017: $24m). We have
set performance materiality at this percentage to ensure the total
uncorrected and undetected audit differences in all accounts did
not exceed our materiality.
Audit work at component locations for the purpose of obtaining
audit coverage over significant financial statement accounts is
undertaken based on a percentage of total performance materiality.
The performance materiality set for each component is based on the
relative scale and risk of the component to the Group as a whole and
our assessment of the risk of misstatement at that component. In the
current year, the range of performance materiality allocated to
components was $2m to $27m (2017: $1m to $24m).
Reporting threshold
An amount below which identified misstatements are considered as
being clearly trivial.
We agreed with the Audit Committee that we would report to them
all uncorrected audit differences in excess of $1.8m (2017: $1.6m),
which is set at 5% of planning materiality, as well as differences
below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluated any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
other than the Financial Statements and our auditor’s report thereon.
The directors are responsible for the other information.
Our opinion on the Financial Statements does not cover the other
information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the Financial Statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the Financial Statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements,
we are required to determine whether there is a material
misstatement in the Financial Statements or a material misstatement
of the other information. If, based on the work we have performed,
we conclude that there is a material misstatement of the other
information, we are required to report that fact.
We have nothing to report in this regard.
In this context, we also have nothing to report in regard to our
responsibility to specifically address the following items in the other
information and to report as uncorrected material misstatements of
the other information where we conclude that those items meet the
following conditions:
• Fair, balanced and understandable set out on page 88 – the
statement given by the Directors that they consider the Annual
Report and Financial Statements taken as a whole is fair, balanced
and understandable and provides the information necessary for
shareholders to assess the Group’s performance, business model
and strategy, is materially inconsistent with our knowledge
obtained in the audit; or
• Audit Committee reporting set out on pages 64-67 – the section
describing the work of the Audit Committee does not appropriately
address matters communicated by us to the Audit Committee; or
• Directors’ statement of compliance with the UK Corporate
Governance Code set out on pages 70-71 – the parts of the
Directors’ statement required under the Listing Rules relating to the
Company’s compliance with the UK Corporate Governance Code
containing provisions specified for review by the auditor in accordance
with Listing Rule 9.8.10R(2) do not properly disclose a departure
from a relevant provision of the UK Corporate Governance Code.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be
audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course
of the audit:
• The information given in the Strategic Report and the Directors’
Report for the financial year for which the financial statements are
prepared is consistent with the Financial Statements; and
• The Strategic Report and the Directors’ Report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and
the Parent Company and its environment obtained in the course of
the audit, we have not identified material misstatements in the
Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
Other information
The other information comprises the information included in
the Annual Report set out on pages 2 to 85 and pages 172 to 208,
• Adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Independent Auditor’s UK Report
93
Independent Auditor’s UK Report continued
• The Parent Company Financial Statements and the part of the
Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
• Certain disclosures of directors’ remuneration specified by law are
not made; or
• We have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement
set out on page 88, the Directors are responsible for the preparation
of the Financial Statements and for being satisfied that they give a
true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of Financial
Statements that are free from material misstatement, whether
due to fraud or error.
In preparing the Financial Statements, the Directors are responsible
for assessing the Group and Parent Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Parent Company
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether
the Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these Financial Statements.
Explanation as to what extent the audit was considered capable of
detecting irregularities, including fraud
The objectives of our audit, in respect to fraud, are; to identify and
assess the risks of material misstatement of the Financial Statements
due to fraud; to obtain sufficient appropriate audit evidence
regarding the assessed risks of material misstatement due to fraud,
through designing and implementing appropriate responses; and to
respond appropriately to fraud or suspected fraud identified during
the audit. However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with governance of
the entity and management.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and determined that
the most significant frameworks which are directly relevant to
specific assertions in the Financial Statements are those that relate
to the reporting framework (IFRS, FRS 101, the Companies Act
2006 and UK Corporate Governance Code) and the relevant tax
compliance regulations in the jurisdictions in which the Group
operates. In addition, we concluded there are certain significant
laws and regulations which may have an effect on the
determination of the amounts and disclosures in the Financial
Statements, being the Listing Rules of the UK Listing Authority and
those laws and regulations relating to health and safety and
employee matters.
• We understood how the Group is complying with those
frameworks by making enquiries of management, Internal Audit,
those responsible for legal and compliance procedures and the
Company Secretary. We corroborated our enquiries through our
review of board minutes, papers provided to the Audit Committee
and correspondence received from regulatory bodies.
94
IHG | Annual Report and Form 20-F 2018
• We assessed the susceptibility of the Group Financial Statements
to material misstatement, including how fraud might occur, by
meeting with management from various parts of the business to
understand where management considered there was
susceptibility to fraud. We also considered performance targets
and their influence on efforts made by management to manage
earnings or influence the perceptions of analysts. We considered
the programmes and controls that the Group has established to
address risks identified, or that otherwise prevent, deter and detect
fraud; and how senior management monitors those programmes
and controls. Where the risk was considered to be higher, we
performed audit procedures to address each identified fraud risk.
These procedures included testing manual journals and were
designed to provide reasonable assurance that the Financial
Statements were free from fraud or error.
• Based on this understanding we designed our audit procedures to
identify non-compliance with such laws and regulations identified
in the paragraphs above. Our procedures involved: journal entry
testing, with a focus on manual consolidation journals and journals
indicating large or unusual transactions based on our
understanding of the business; enquiries of legal counsel, Group
management, Internal Audit, divisional management and all full
and specific scope management; and focused testing, as referred
to in the key audit matters section above.
A further description of our responsibilities for the audit of the
Financial Statements is located on the Financial Reporting Council’s
website at www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Other matters we are required to address
• We were appointed by the Company on 4 May 2018 to audit the
Financial Statements for the year ending 31 December 2018 and
subsequent financial periods.
• We have served as auditors since the Company’s listing in April
2003 and the period of total uninterrupted engagement, including
previous renewals and reappointments with the Group’s
predecessor businesses, is at least 31 years since 1988.
• The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the Group or the Parent Company and we
remain independent of the Group and the Parent Company in
conducting the audit.
• The audit opinion is consistent with the additional report to the
Audit Committee.
Use of our report
This report is made solely to the Company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members as
a body, for our audit work, for this report, or for the opinions we
have formed.
Sarah Kokot (Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor, London
18 February 2019
The maintenance and integrity of the InterContinental Hotels Group Plc web site is the
responsibility of the directors; the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no responsibility
for any changes that may have occurred to the financial statements since they were
initially presented on the web site.
Legislation in the United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Group Financial Statements Independent Auditor’s US Report
Report of Independent Registered Public Accounting Firm
To the Board of Directors and the Shareholders of InterContinental
Hotels Group PLC.
subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Opinion on Internal Control over Financial Reporting
We have audited InterContinental Hotels Group PLC’s internal
control over financial reporting as of 31 December 2018, based on
criteria established in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion,
InterContinental Hotels Group PLC (the Company) maintained, in all
material respects, effective internal control over financial reporting
as of 31 December 2018, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States)
(PCAOB), the Group statement of financial position of the Company
as of 31 December 2018 and 2017, and the related Group statements
of income, comprehensive income, changes in equity and cash flows
for each of the three years in the period ended 31 December 2018,
and the related notes, and our report dated 18 February 2019
expressed an unqualified opinion thereon.
Basis for opinion
The Company’s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in
the accompanying Management’s report on internal control over
financial reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our
audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over
Financial Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only
in accordance with authorisations of management and directors of
the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or
disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are
ERNST & YOUNG LLP
London, England
18 February 2019
Report of Independent Registered Public Accounting Firm
To the Board of Directors and the Shareholders of InterContinental
Hotels Group PLC.
Opinion on the Financial Statements
We have audited the accompanying Group statement of financial
position of InterContinental Hotels Group PLC (the Company) as of
31 December 2018 and 2017, and the related Group statements of
income, comprehensive income, changes in equity and cash flows
for each of the three years in the period ended 31 December 2018,
and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company at
31 December 2018 and 2017, and the results of its operations and
its cash flows for each of the three years in the period ended
31 December 2018, in conformity with International Financial
Reporting Standards as issued by the International Accounting
Standards Board.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of 31 December
2018, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework), and our report dated
18 February 2019 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or
fraud. Our audits included performing procedures to assess the risks
of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our opinion.
ERNST & YOUNG LLP
We have served as auditors since IHG’s listing in April 2003 and
of the Company’s predecessor businesses since 1988.
London, England
18 February 2019
The maintenance and integrity of the InterContinental Hotels Group Plc web site is the
responsibility of the directors; the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no responsibility
for any changes that may have occurred to the financial statements since they were
initially presented on the web site.
Legislation in the United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Independent Auditor’s US Report
95
Group Financial Statements
Group income statement
For the year ended 31 December 2018
Revenue from fee business
Revenue from owned, leased and managed lease hotels
System Fund revenues
Reimbursement of costs
Total revenue
Cost of sales
System Fund expenses
Reimbursed costs
Administrative expenses before exceptional items
Share of (losses)/gains of associates and joint ventures
Other operating income
Depreciation and amortisation
Operating profit before exceptional items
Impairment charges
Other exceptional items
Operating profit
Financial income
Financial expenses
Profit before tax
Tax
Profit for the year from continuing operations
Attributable to:
Equity holders of the parent
Non-controlling interest
Earnings per ordinary share:
Continuing and total operations:
Basic
Diluted
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.
Note
3
3
2
2
2
6
6
2
7
7
8
10
2018
$m
1,486
447
1,233
1,171
4,337
(706)
(1,379)
(1,171)
(344)
(1)
14
(80)
670
–
(104)
566
5
(86)
485
(133)
352
351
1
352
2017
Restateda
$m
2016
Restateda
$m
1,379
351
1,242
1,103
4,075
(571)
(1,276)
(1,103)
(337)
3
11
(78)
724
(18)
22
728
4
(76)
656
(115)
541
540
1
541
1,329
338
1,199
1,046
3,912
(548)
(1,164)
(1,046)
(345)
(2)
9
(75)
741
(16)
(13)
712
6
(86)
632
(173)
459
456
3
459
184.7
182.8
279.8
278.4
215.1
213.1
96
IHG | Annual Report and Form 20-F 2018
Group Financial Statements
Group statement of comprehensive income
For the year ended 31 December 2018
Profit for the year
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)
Fair value gains reclassified to profit on disposal of available-for-sale financial assetsb
Gains on cash flow hedges, including related tax credit of $1m (2017: $nil, 2016: $nil)
Costs of hedging
Hedging gains reclassified to financial expenses
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)
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)
Re-measurement gains/(losses) on defined benefit plans, net of related tax charge of $4m
(2017: $nil, 2016: credit of $4m)
Deferred tax charge on defined benefit plans arising from significant US tax reform
Total other comprehensive income/(loss) for the year
Total comprehensive income for the year
Attributable to:
Equity holders of the parent
Non-controlling interest
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.
2018
$m
352
2017
Restateda
$m
2016
Restateda
$m
541
459
–
–
5
(1)
(8)
43
39
(14)
8
–
(6)
33
385
383
2
385
41
(73)
–
–
–
(88)
(120)
–
(4)
(11)
(15)
(135)
406
404
2
406
5
(7)
–
–
–
190
188
–
–
–
–
188
647
644
3
647
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Group Financial Statements
97
Group Financial Statements continued
Group statement of changes in equity
Equity share
capital
$m
Capital
redemption
reserve
$m
Shares
held by
employee
share trusts
$m
Other
reserves
$m
Fair value
reserve
$m
Cash flow
hedging
reserve
$m
Currency
translation
reserve
$m
Retained
earnings
$m
IHG share-
holders’
equity
$m
Non-
controlling
interest
$m
Total equity
$m
At 1 January 2018
(restated for IFRS 15)
Impact of adopting
IFRS 9 (page 113)
At 1 January 2018
Profit for the year
Other comprehensive
income
Items that may be
subsequently
reclassified to profit
or loss:
Gains on cash flow
hedges
Costs of hedging
Hedging gains
reclassified to
financial expenses
Exchange gains
on retranslation of
foreign operations
Items that will not be
reclassified to profit
or loss:
Losses on equity
instruments classified
as fair value through
other comprehensive
income
Re-measurement
gains on defined
benefit plans
Total other
comprehensive (loss)/
income for the year
Total comprehensive
income for the year
Transfer of treasury
shares to employee
share trusts
Purchase of own
shares by employee
share trusts
Release of own
shares by employee
share trusts
Equity-settled
share-based cost
Tax related to
share schemes
Equity dividends paid
Exchange adjustments
At 31 December 2018
154
–
154
–
10
–
10
–
(5)
(2,874)
–
(5)
–
–
(2,874)
–
79
(18)
61
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(8)
146
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
10
–
–
–
–
–
–
–
–
–
–
(19)
(3)
24
–
–
–
(1)
(4)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
9
–
–
–
–
–
(14)
–
(14)
(14)
(14)
–
–
–
–
–
–
–
–
–
–
–
5
(1)
(8)
–
(4)
–
–
–
(4)
(4)
–
–
–
–
–
–
–
377
–
377
–
951
(1,308)
18
969
351
–
(1,308)
351
–
–
–
42
42
–
–
–
42
42
–
–
–
–
–
–
–
–
–
–
–
–
–
8
8
8
5
(1)
(8)
42
38
(14)
8
(6)
32
359
383
19
–
(24)
39
3
–
(3)
–
39
3
(199)
(199)
–
–
(2,865)
47
(4)
419
1,166
(1,085)
7
–
7
1
–
–
–
1
1
–
–
–
1
2
–
–
–
–
–
(1,301)
–
(1,301)
352
5
(1)
(8)
43
39
(14)
8
(6)
33
385
–
(3)
–
39
3
(1)
–
8
(200)
–
(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
Group Financial Statements
Equity share
capital
$m
Capital
redemption
reserve
$m
Shares
held by
employee
share trusts
$m
Other
reserves
$m
Fair value
reserve
$m
Currency
translation
reserve
$m
Retained
earnings
$m
IHG share-
holders’
equity
$m
Non-
controlling
interest
$m
Total equity
$m
At 1 January 2017
(restated for IFRS 15)
Profit for the year
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:
Gains on valuation of
available-for-sale financial assets
Fair value gain reclassified
to profit on disposal of
available-for-sale financial asset
Exchange losses on retranslation
of foreign operations
Items that will not be reclassified
to profit or loss:
Re-measurement losses on
defined benefit plans
Deferred tax charge on defined
benefit plans arising from
significant US tax reform
Total other comprehensive
(loss)/income for the year
Total comprehensive income
for the year
Transfer of treasury shares to
employee share trusts
Purchase of own shares by
employee share trusts
Release of own shares by employee
share trusts
Equity-settled share-based cost
Tax related to share schemes
Equity dividends paid
Exchange adjustments
At 31 December 2017
141
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
13
154
All items above are shown net of tax.
Notes on pages 103 to 161 form an integral
part of these Financial Statements.
9
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1
(11)
–
–
–
–
–
–
–
–
–
–
(20)
(3)
29
–
–
–
–
(2,860)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(14)
111
–
466
–
990
540
(1,154)
540
41
(73)
–
(32)
–
–
–
(32)
(32)
–
–
–
–
–
–
–
–
–
(89)
(89)
–
–
–
(89)
–
–
–
–
41
(73)
(89)
(121)
(4)
(4)
(11)
(15)
(15)
(11)
(15)
(136)
(89)
525
404
20
–
(29)
29
9
–
(3)
–
29
9
–
–
–
–
–
–
–
8
1
–
–
1
1
–
–
–
1
2
–
–
–
–
–
(1,146)
541
41
(73)
(88)
(120)
(4)
(11)
(15)
(135)
406
–
(3)
–
29
9
10
(5)
(2,874)
79
377
(593)
(593)
–
951
–
(1,308)
(3)
–
7
(596)
–
(1,301)
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Group Financial Statements
99
Group Financial Statements continued
Group statement of changes in equity continued
Equity share
capital
$m
Capital
redemption
reserve
$m
Shares
held by
employee
share trusts
$m
Other
reserves
$m
Fair value
reserve
$m
Currency
translation
reserve
$m
Retained
earnings
$m
IHG share-
holders’
equity
$m
Non-
controlling
interest
$m
Total equity
$m
(18)
(2,888)
–
(18)
–
–
–
–
–
–
(24)
(10)
39
–
–
–
–
2
–
(2,888)
–
–
–
–
–
–
–
–
–
–
–
–
–
28
113
–
113
–
5
(7)
–
(2)
(2)
–
–
–
–
–
–
–
–
269
2,653
309
7
276
–
–
–
190
190
190
–
–
–
–
–
–
–
–
(444)
2,209
456
(437)
(128)
456
–
–
–
–
5
(7)
190
188
456
644
24
–
(39)
23
11
–
(10)
–
23
11
(1)
–
(1)
–
(11)
(2,860)
111
466
990
(1,154)
10
–
10
3
–
–
–
–
3
–
–
–
–
–
319
(437)
(118)
459
5
(7)
190
188
647
–
(10)
–
23
11
–
–
8
(1)
–
(1,146)
(1,693)
(1,693)
(5)
(1,698)
At 1 January 2016
(as previously reported)
Impact of adopting
IFRS 15 (pages 109-113)
At 1 January 2016
Profit for the year
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:
Gains on valuation of
available-for-sale financial assets
Fair value gain reclassified
to profit on disposal of
available-for-sale financial assets
Exchange gains on retranslation
of foreign operations
Total other comprehensive
(loss)/income for the year
Total comprehensive
income for the year
Transfer of treasury shares to
employee share trusts
Purchase of own shares by
employee share trusts
Release of own shares by employee
share trusts
Equity-settled share-based cost
Tax related to share schemes
Equity dividends paid
Transaction costs relating to
shareholder returns
Exchange adjustments
At 31 December 2016
169
–
169
–
–
–
–
–
–
–
–
–
–
–
–
–
11
–
11
–
–
–
–
–
–
–
–
–
–
–
–
–
(28)
141
(2)
9
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 Financial Statements
Group statement of financial position
31 December 2018
ASSETS
Property, plant and equipment
Goodwill and other intangible assets
Investment in associates and joint ventures
Trade and other receivables
Retirement benefit assets
Other financial assets
Derivative financial instruments
Non-current tax receivable
Deferred tax assets
Contract costs
Contract assets
Total non-current assets
Inventories
Trade and other receivables
Current tax receivable
Other financial assets
Derivative financial instruments
Cash and cash equivalents
Contract costs
Contract assets
Total current assets
Total assets
LIABILITIES
Loans and other borrowings
Derivative financial instruments
Trade and other payables
Deferred revenue
Provisions
Current tax payable
Total current liabilities
Loans and other borrowings
Retirement benefit obligations
Trade and other payables
Deferred revenue
Provisions
Non-current tax payable
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net liabilities
EQUITY
Equity share capital
Capital redemption reserve
Shares held by employee share trusts
Other reserves
Fair value reserve
Cash flow hedging reserve
Currency translation reserve
Retained earnings
IHG shareholders’ equity
Non-controlling interest
Total equity
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
Note
12
13
14
25
15
22
8
3
3
16
15
22
17
3
3
2
20
18
3
19
20
25
18
3
19
8
2
27
27
27
27
27
27
27
27
2018
$m
447
1,143
104
–
–
260
7
31
60
55
270
2,377
5
613
27
1
1
704
5
20
1,376
3,753
(120)
–
(618)
(572)
(10)
(50)
(1,370)
(2,129)
(91)
(158)
(934)
(17)
–
(131)
(3,460)
(4,830)
(1,077)
146
10
(4)
2017
Restateda
$m
2016
Restateda
$m
425
967
141
–
3
228
–
16
75
51
241
2,147
3
551
101
16
–
168
7
17
863
3,010
(126)
–
(597)
(490)
(3)
(64)
(1,280)
(1,893)
(104)
(36)
(867)
(5)
(25)
(101)
(3,031)
(4,311)
(1,301)
154
10
(5)
419
858
111
8
–
248
–
23
69
45
185
1,966
3
469
77
20
–
206
8
13
796
2,762
(106)
(3)
(526)
(462)
(3)
(50)
(1,150)
(1,606)
(96)
(29)
(852)
(5)
–
(170)
(2,758)
(3,908)
(1,146)
141
9
(11)
(2,865)
(2,874)
(2,860)
47
(4)
419
1,166
79
–
377
951
111
–
466
990
(1,085)
(1,308)
(1,154)
8
7
8
(1,077)
(1,301)
(1,146)
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
2018
$m
352
502
854
(54)
800
(70)
2
(66)
666
(46)
(112)
(1)
–
(33)
(38)
(5)
8
–
–
32
8
–
(2)
(189)
(3)
(199)
(1)
–
554
–
(268)
3
86
563
58
(21)
600
2017
Restateda
$m
2016
Restateda
$m
541
308
849
(57)
792
(69)
1
(147)
577
(44)
(172)
(47)
–
(30)
–
(6)
14
–
9
–
20
75
(25)
(206)
(3)
(593)
(3)
–
–
–
153
–
459
491
950
(42)
908
(72)
4
(130)
710
(32)
(130)
(14)
(2)
(13)
–
(5)
–
(5)
–
2
25
–
–
(174)
(10)
(1,693)
(5)
(1)
459
(315)
109
–
(446)
(1,456)
(75)
117
16
58
(920)
1,098
(61)
117
Note
24
24
8
11
7
15
8
9
20
20
17
17
Group Financial Statements continued
Group statement of cash flows
For the year ended 31 December 2018
Profit for the year
Adjustments reconciling profit for the year to cash flow from operations before contract acquisition costs
Cash flow from operations before contract acquisition costs
Contract acquisition costs, net of repayments
Cash flow from operations
Interest paid
Interest received
Tax paid on operating activities
Net cash from operating activities
Cash flow from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Investment in associates and joint ventures
Loan advances to associates and joint ventures
Investment in other financial assets
Acquisition of businesses, net of cash acquired
Capitalised interest paid
Landlord contributions to property, plant and equipment
Disposal of hotel assets, net of costs and cash disposed
Loan repayments by associates and joint ventures
Distributions from associates and joint ventures
Repayments of other financial assets
Disposal of equity securities
Tax paid on disposals
Net cash from investing activities
Cash flow from financing activities
Purchase of own shares by employee share trusts
Dividends paid to shareholders
Dividend paid to non-controlling interest
Transaction costs relating to shareholder returns
Issue of long-term bonds, including effect of currency swaps
Long-term bonds repaid
(Decrease)/increase in other borrowings
Proceeds from currency swaps
Net cash from financing activities
Net movement in cash and cash equivalents in the year
Cash and cash equivalents at beginning of the year
Exchange rate effects
Cash and cash equivalents at end of the year
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
General information
This document constitutes the Annual Report and Financial
Statements in accordance with UK Listing Rules requirements
and the Annual Report on Form 20-F in accordance with the US
Securities Exchange Act of 1934.
The Consolidated Financial Statements of InterContinental Hotels
Group PLC (the Group or IHG) for the year ended 31 December 2018
were authorised for issue in accordance with a resolution of the
Directors on 18 February 2019. InterContinental Hotels Group PLC
(the Company) is incorporated and domiciled in Great Britain and
registered in England and Wales.
Significant accounting policies
Basis of preparation
The Consolidated Financial Statements of IHG have been
prepared on a going concern basis and under the historical cost
convention, except for assets classified as fair value through other
comprehensive income (FVOCI) and liabilities and derivatives
measured at fair value through profit or loss. The Consolidated
Financial Statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs) as issued by the
IASB and in accordance with IFRS as adopted by the European Union
(EU) and as applied in accordance with the provisions of the
Companies Act 2006. IFRS as adopted by the EU differs in certain
respects from IFRS as issued by the IASB. However, the differences
have no impact on the Consolidated Financial Statements for the
years presented.
The impact of adopting new accounting standards is disclosed
on pages 109 to 114.
Presentational currency
The Consolidated Financial Statements are presented in millions
of US dollars reflecting the profile of the Group’s revenue and
operating profit which are primarily generated in US dollars or
US dollar-linked currencies.
In the Consolidated Financial Statements, equity share capital,
the capital redemption reserve and shares held by employee share
trusts are translated into US dollars at the rates of exchange on the
last day of the period; the resultant exchange differences are
recorded in other reserves.
The functional currency of the Parent Company is sterling since this
is a non-trading holding company located in the United Kingdom
that has sterling denominated share capital and whose primary
activity is the payment and receipt of sterling dividends and of
interest on sterling denominated external borrowings and inter-
company balances.
Basis of consolidation
The Consolidated Financial Statements comprise the Financial
Statements of the Parent Company and entities controlled by
the Group. Control exists when the Group has:
• power over an investee (i.e. existing rights that give it the current
ability to direct the relevant activities of the investee);
• exposure, or rights, to variable returns from its involvement
with the investee; and
• the ability to use its power over the investee to affect its returns.
All intra-group balances and transactions are eliminated
on consolidation.
The assets, liabilities and results of those businesses acquired or
disposed of are consolidated for the period during which they were
under the Group’s control.
The Group operates a deferred compensation plan in the US which
allows certain employees to make additional provision for
retirement, through the deferral of salary with matching company
contributions. Employees can draw down on the plan in certain
limited circumstances during employment. The assets of the plan
are held in a company-owned trust which is not consolidated as
the relevant activity of the trust, being the investment of the funds
in the trust, is directed by the participating employees of the plan
and the company has no exposure to the gains and losses resulting
from those investment decisions. The assets of the trust are held
solely for the benefit of the participating employees and to pay plan
expenses, other than in the case of a company insolvency in which
case they can be claimed by the general creditors of the company.
At 31 December 2018, the trust had assets with a fair value of
$193m (2017: $197m).
Foreign currencies
Transactions in foreign currencies are translated to functional
currency at the exchange rates ruling on the dates of the
transactions. Monetary assets and liabilities denominated in foreign
currencies are retranslated to the functional currency at the relevant
rates of exchange ruling on the last day of the period. Foreign
exchange differences arising on translation are recognised in the
income statement except on foreign currency borrowings that
provide a hedge against a net investment in a foreign operation.
These are taken directly to the currency translation reserve until
the disposal of the net investment, at which time they are recycled
against the gain or loss on disposal.
The assets and liabilities of foreign operations, including goodwill,
are translated into US dollars at the relevant rates of exchange
ruling on the last day of the period. The revenues and expenses
of foreign operations are translated into US dollars at average rates
of exchange for the period. The exchange differences arising on
retranslation are taken directly to the currency translation reserve.
On disposal of a foreign operation, the cumulative amount
recognised in the currency translation reserve relating to that
particular foreign operation is recycled against the gain or loss
on disposal.
Property, plant and equipment
Property, plant and equipment are stated at cost less depreciation
and any impairment.
Repairs and maintenance costs are expensed as incurred.
Land is not depreciated. All other property, plant and equipment
are depreciated to a residual value over their estimated useful
lives, namely:
• Buildings – lesser of 50 years and unexpired term of lease; and
• Fixtures, fittings and equipment – three to 25 years.
All depreciation is charged on a straight-line basis. Residual value
is re-assessed annually.
Property, plant and equipment are tested for impairment when
events or changes in circumstances indicate that the carrying value
may not be recoverable. Assets that do not generate independent
cash flows are combined into cash-generating units. If carrying
values exceed their estimated recoverable amount, the assets or
cash-generating units are written down to the recoverable amount.
Recoverable amount is the greater of fair value less costs of disposal
and value in use. Value in use is assessed based on estimated future
cash flows discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of
money and the risks specific to the asset. Impairment losses, and
any subsequent reversals, are recognised in the income statement.
On adoption of IFRS, the Group retained previous revaluations of
property, plant and equipment which are included at deemed cost
as permitted by IFRS 1 ‘First-time Adoption of International Financial
Reporting Standards’.
Business combinations and goodwill
On the acquisition of a business, identifiable assets and liabilities
acquired are measured at their fair value. Contingent liabilities
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Accounting policies
103
Accounting policies continued
assumed are measured at fair value unless this cannot be measured
reliably, in which case they are not recognised but are disclosed in
the same manner as other contingent liabilities. The measurement
of deferred tax assets and liabilities arising on acquisition is as
described in the general principles detailed within the ‘Taxes’
accounting policy note on page 106 with the exception that no
deferred tax is provided on taxable temporary differences in
connection with the initial recognition of goodwill.
sale. Under the equity method, the Group’s investment is recorded
at cost adjusted by the Group’s share of post-acquisition profits and
losses and other movements in the investee’s reserves. When the
Group’s share of losses exceeds its interest in an associate or
joint venture, the Group’s carrying amount is reduced to $nil and
recognition of further losses is discontinued except to the extent
that the Group has incurred legal or constructive obligations or
made payments on behalf of an associate or joint venture.
The cost of an acquisition is measured as the aggregate of the fair
value of the consideration transferred. Contingent and deferred
consideration is remeasured at fair value at each reporting date with
changes in fair value recognised in profit or loss.
Goodwill is recorded at cost, being the difference between the fair
value of the consideration and the fair value of net assets acquired.
Following initial recognition, goodwill is measured at cost less any
accumulated impairment losses and is not amortised.
Goodwill is tested for impairment at least annually by comparing
carrying values of cash-generating units with their recoverable
amounts. Impairment losses relating to goodwill cannot be
subsequently reversed.
Transaction costs are expensed and are not included in the cost
of acquisition.
Intangible assets
Brands
Externally acquired brands are initially recorded at cost if separately
acquired or fair value if acquired as part of a business combination,
provided the brands are controlled through contractual or other
legal rights, or are separable from the rest of the business, and the
fair value can be reliably measured. Brands are amortised over their
estimated useful lives (and tested for impairment if there are
indicators of impairment) or tested for impairment at least annually
if determined to have indefinite lives.
The costs of developing internally generated brands are expensed
as incurred.
Management contracts
Management contracts acquired as part of a business combination
are initially recorded at the fair value attributed to those contracts
on acquisition.
The value of management contracts is amortised on a straight-line
basis over the life of the contract including any extension periods
at IHG’s option, up to a maximum of 50 years.
Software
Acquired and internally developed software are capitalised on the
basis of the costs incurred to acquire and bring to use the specific
software. Costs are generally amortised over estimated useful lives
of three to five years on a straight-line basis.
Internally generated development costs are expensed unless
forecast revenues exceed attributable forecast development costs,
in which case they are capitalised and amortised over the estimated
useful life of the asset.
Associates and joint ventures
An associate is an entity over which the Group has significant
influence. Significant influence is the power to participate in the
financial and operating policy decisions of the entity, but is not
control or joint control over those policies.
A joint venture exists when two or more parties have joint control
over, and rights to the net assets of, the venture. Joint control is
the contractually agreed sharing of control which only exists when
decisions about the relevant activities require the unanimous
consent of the parties sharing control.
Associates and joint ventures are accounted for using the equity
method unless the associate or joint venture is classified as held for
If there is objective evidence that an associate or joint venture is
impaired, an impairment charge is recognised if the carrying
amount of the investment exceeds its recoverable amount.
Upon loss of significant influence over an associate or joint control
of a joint venture, any retained investment is measured at fair value
with any difference to carrying value recognised in the
income statement.
Financial assets
Policy from 1 January 2018
On initial recognition, the Group classifies its financial assets
as being subsequently measured at amortised cost, fair value
through other comprehensive income (FVOCI), or fair value
through profit or loss.
Financial assets which are held to collect contractual cash flows
and give rise to cash flows that are solely payments of principal
and interest (SPPI) on the principal outstanding are subsequently
measured at amortised cost. Interest on these assets is calculated
using the effective interest rate method and is recognised in the
income statement as interest income. The Group recognises a
provision for expected credit losses for all debt instruments held
at amortised cost. Where there has not been a significant increase
in credit risk since initial recognition, provision is made for defaults
that are possible within the next 12 months. Where there has been a
significant increase in credit risk since initial recognition, provision is
made for credit losses expected over the remaining life of the asset.
The Group has elected to irrevocably designate equity investments as
FVOCI when they meet the definition of equity under IAS 32 ‘Financial
Instruments: Presentation’ and are not held for trading. Changes in the
value of equity investments classified as FVOCI are recorded directly
in equity within the fair value reserve and are never recycled to the
income statement. Dividends from equity investments classified as
FVOCI are recognised in the income statement as other operating
income and expenses. Equity instruments classified as FVOCI are not
subject to impairment assessment.
The Group does not currently hold any financial assets, other than
derivatives, which are measured at fair value through profit or loss.
Policy prior to 1 January 2018
Management determines the classification of financial assets
on initial recognition and they are subsequently held at amortised
cost (loans and receivables) or fair value (available-for-sale equity
investments). Interest on loans and receivables is calculated using
the effective interest rate method and is recognised in the income
statement as interest income. Changes in fair values of equity
investments are recorded directly in equity within the fair value
reserve. On disposal, the accumulated fair value adjustments
recognised in equity are recycled to the income statement.
Dividends from equity investments are recognised in the income
statement as other operating income and expenses.
Financial assets are assessed for impairment at each period-end
date. In the case of an equity investment measured at fair value, a
significant or prolonged decline in fair value below cost is evidence
that the asset is impaired. If an available-for-sale equity investment
is impaired, the difference between original cost and fair value is
transferred from equity to the income statement to the extent of any
cumulative loss recorded in equity, with any excess charged directly
to the income statement. Subsequent impairment reversals relating
to previously impaired equity instruments are recorded in equity.
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Group Financial Statements Trade receivables
Policy from 1 January 2018
Trade receivables are recorded at their original amount less
provision for expected credit losses. The Group has elected to apply
the simplified version of the expected credit loss model permitted
by IFRS 9 in respect of trade receivables, which involves assessing
lifetime expected credit losses on all balances. The Group has
established a provision matrix that is based on its historical credit
loss experience by region and may be adjusted for specific forward-
looking factors. The carrying amount of the receivable is reduced
through the use of a provision account and movements in the
provision are recognised in the income statement within cost
of sales.
When a previously provided trade receivable is uncollectable, it is
written off against the provision. Balances which are more than 180
days past due are considered to be in default and are written off the
ledgers but continue to be actively pursued. Adjustments to this
policy may be made in specific circumstances.
At each reporting date, the Group assesses whether trade
receivables are credit-impaired, for example if the customer is in
significant financial difficulty.
Policy prior to 1 January 2018
Trade receivables are recorded at their original amount less
provision for impairment. It is the Group’s policy to provide for 100%
of the previous month’s aged receivables balances which are more
than 180 days past due. Adjustments to the policy may be made due
to specific or exceptional circumstances. The carrying amount of
the receivable is reduced through the use of a provision account and
movements in the provision are recognised in the income statement
within cost of sales. When a previously provided trade receivable is
uncollectable, it is written off against the provision.
Cash and cash equivalents
Cash comprises cash in hand and demand deposits.
Cash equivalents are short-term highly liquid investments with an
original maturity of three months or less that are readily convertible
to known amounts of cash and subject to insignificant risk of
changes in value.
In the statement of cash flows, cash and cash equivalents are shown
net of short-term overdrafts which are repayable on demand and
form an integral part of the Group’s cash management.
Assets held for sale
Assets and liabilities are classified as held for sale when their
carrying amount will be recovered principally through a sale
transaction rather than continuing use and a sale is highly probable
and expected to complete within one year. For a sale to be highly
probable, management need to be committed to a plan to sell the
asset and the asset must be actively marketed for sale at a price
that is reasonable in relation to its current fair value.
Assets designated as held for sale are held at the lower of carrying
amount at designation and fair value less costs to sell.
Depreciation is not charged against property, plant and equipment
classified as held for sale.
Offsetting of financial assets and financial liabilities
Financial assets and financial liabilities are offset and the net amount
is reported in the Group statement of financial position if there is a
currently enforceable legal right to offset the recognised amounts
and there is an intention to settle on a net basis or to realise the
assets and settle the liabilities simultaneously. To meet these criteria,
the right of set-off must not be contingent on a future event and
must be legally enforceable in all of the following circumstances:
the normal course of business, the event of default and the event of
insolvency or bankruptcy of the Group and all of the counterparties.
Bank and other borrowings
Bank and other borrowings are initially recognised at the fair value
of the consideration received less directly attributable transaction
costs. They are subsequently measured at amortised cost. Finance
charges, including the transaction costs and any discount or premium
on issue, are recognised in the income statement using the effective
interest rate method.
Borrowings are classified as non-current when the repayment date
is more than 12 months from the period-end date or where they are
drawn on a facility with more than 12 months to expiry.
Derivative financial instruments and hedging
Derivatives are initially recognised and subsequently re-measured
at fair value. The method of recognising the re-measurement
depends on whether the derivative is designated as a hedging
instrument, and if so, the nature of the item being hedged.
Changes in the fair value of derivatives which have either not been
designated as hedging instruments or relate to the ineffective portion
of hedges are recognised immediately in the income statement.
Documentation outlining the measurement and effectiveness
of any hedging arrangement is maintained throughout the life
of the hedge relationship.
Interest arising from currency derivatives and interest rate swaps
is recorded in either financial income or expenses over the term
of the agreement, unless the accounting treatment for the hedging
relationship requires the interest to be taken to reserves.
Cash flow hedges
Financial instruments are classified as cash flow hedges when
hedging exposure to variability in cash flows that are attributable
to either a highly probable forecast transaction or a particular risk
associated with a recognised asset or liability.
Changes in the fair value are recorded in other comprehensive
income and the cash flow hedging reserve to the extent that the
hedges are effective. When the hedged item is recognised, the
cumulative gains and losses on the related hedging instrument
are reclassified to the income statement.
Net investment hedges
Financial instruments are classified as net investment hedges
when they hedge the Group’s net investment in foreign operations.
Changes in the fair value are recorded in other comprehensive
income and the currency translation reserve to the extent that the
hedges are effective. The cumulative gains and losses remain in
equity until a foreign operation is sold, at which point they are
reclassified to the income statement.
Self insurance
Liabilities in respect of self insured risks include projected
settlements for known and incurred but not reported claims.
Projected settlements are estimated based on historical trends
and actuarial data.
Provisions
Provisions are recognised when the Group has a present obligation
as a result of a past event, it is probable that a payment will be
made and a reliable estimate of the amount payable can be made.
If the effect of the time value of money is material, the provision is
discounted using a current pre-tax discount rate that reflects the
risks specific to the liability.
An onerous contract provision is recognised when the unavoidable
costs of meeting the obligations under a contract exceed the
economic benefits expected to be received under it.
In respect of litigation, provision is made when management consider
it probable that payment may occur even though the defence of the
related claim may still be ongoing through the court process.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Accounting policies
105
Accounting policies continued
Taxes
Current tax
Current income tax assets and liabilities for the current and prior
periods are measured at the amount expected to be recovered
from, or paid to, the tax authorities, including interest. The tax
rates and tax laws used to compute the amount are those that are
enacted or substantively enacted at the end of the reporting period.
Deferred tax
Deferred tax assets and liabilities are recognised in respect of
temporary differences between the tax base and carrying value
of assets and liabilities including on fixed assets, software,
application fees, contract costs, unrelieved tax losses, unremitted
profits from subsidiaries, gains rolled over into replacement assets,
and other short-term temporary differences.
Re-measurements comprise actuarial gains and losses, the
return on plan assets (excluding amounts included in net interest)
and changes in the amount of any asset restrictions. Actuarial
gains and losses may result from: differences between the
actuarial assumptions underlying the plan liabilities and actual
experience during the year or changes in the actuarial assumptions
used in the valuation of the plan liabilities. Re-measurement
gains and losses, and taxation thereon, are recognised in other
comprehensive income and are not reclassified to profit or
loss in subsequent periods.
Actuarial valuations are carried out on a regular basis and are
updated for material transactions and other material changes in
circumstances (including changes in market prices and interest
rates) up to the end of the reporting period.
Judgement is used when assessing the extent to which deferred tax
assets, particularly in respect of tax losses, should be recognised.
Deferred tax assets are therefore recognised to the extent that
it is regarded as probable that there will be sufficient and suitable
taxable profits (including the future release of deferred tax liabilities)
in the relevant legal entity or tax group against which such assets
can be utilised in the future. For this purpose, forecasts of future
taxable profits are considered by assessing the Group’s forecast
revenue and profit models, taking into account future growth
predictions and operating cost assumptions. Accordingly, changes
in assumptions to the Group’s forecasts may have an impact on the
amount of future taxable profits and therefore the period over which
any deferred tax assets might be recovered.
Deferred tax is calculated at the tax rates that are expected to apply
in the periods in which the asset or liability will be settled, based on
rates enacted or substantively enacted at the end of the
reporting period.
Where deferred tax assets and liabilities arise in the same entity or
group of entities and there would be a legal right to offset the assets
and liabilities were they to reverse, the assets and liabilities are also
offset on the Group statement of financial position. Similarly, if there
is no legal right to offset assets against liabilities, the assets and
liabilities are not offset.
Retirement benefits
Defined contribution plans
Payments to defined contribution schemes are charged to the
income statement as they fall due.
Defined benefit plans
Plan assets are measured at fair value and plan liabilities are measured
on an actuarial basis using the projected unit credit method,
discounted at an interest rate equivalent to the current rate of return
on a high-quality corporate bond of equivalent currency and term
to the plan liabilities. The difference between the value of plan assets
and liabilities at the period-end date is the amount of surplus or
deficit recorded in the statement of financial position as an asset or
liability. An asset is recognised when the employer has an unconditional
right to use the surplus at some point during the life of the plan
or on its wind-up.
The service cost of providing pension benefits to employees,
together with the net interest expense or income for the year, is
charged to the income statement within ‘administrative expenses’.
Net interest is calculated by applying the discount rate to the
net defined benefit asset or liability, after any asset restriction.
Past service costs and gains, which are the change in the present
value of the defined benefit obligation for employee service in
prior periods resulting from plan amendments, are recognised
immediately the plan amendment occurs. Settlement gains and
losses, being the difference between the settlement cost and the
present value of the defined benefit obligations being settled,
are recognised when the settlement occurs.
Revenue recognition
Revenue is recognised at an amount that reflects the consideration
to which the Group expects to be entitled in exchange for
transferring goods or services to a customer.
Fee business revenue
Under franchise agreements, the Group’s performance obligation
is to provide a licence to use IHG’s trademarks and other intellectual
property. Franchise royalty fees are typically charged as a
percentage of hotel gross rooms revenues and are treated as
variable consideration, recognised as the underlying hotel
revenues occur.
Under management agreements, the Group’s performance
obligation is to provide hotel management services and a licence
to use IHG’s trademarks and other intellectual property. Base
and incentive management fees are typically charged. Base
management fees are typically a percentage of total hotel revenues
and incentive management fees are generally based on the hotel’s
profitability or cash flows. Both are treated as variable consideration.
Like franchise fees, base management fees are recognised as the
underlying hotel revenues occur. Incentive management fees are
recognised over time when it is considered highly probable that
the related performance criteria will be met, provided there is
no expectation of a subsequent reversal of the revenue.
Application and re-licensing fees are not considered to be distinct
from the franchise performance obligation and are recognised over
the life of the related contract.
Contract assets
Amounts paid to hotel owners to secure management contracts
and franchise agreements (‘key money’) are treated as consideration
payable to a customer. A contract asset is initially recorded which
is recognised as a deduction to revenue over the initial term of
the contract.
Revenue from owned and leased hotels
At its owned, leased and managed lease hotels, the Group’s
performance obligation is to provide accommodation and other
goods and services to guests. Revenue includes rooms revenue and
food and beverage sales, which is recognised when the rooms are
occupied and food and beverages are sold.
Cost reimbursements
In a managed property, the Group acts as employer of the general
manager and other employees at the hotel and is entitled to
reimbursement of these costs. The performance obligation is
satisfied over time as the employees perform their duties, consistent
with when reimbursement is received. Reimbursements for these
services are shown as revenue with an equal matching employee
cost, with no profit impact. Certain other costs relating to both
managed and franchised hotels are also contractually reimbursable
to IHG and, where IHG is deemed to be acting as principal in the
provision of the related services, the revenue and cost are shown
on a gross basis.
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Group Financial Statements System Fund revenues
The Group operates a System Fund (the Fund) to collect and
administer cash assessments from hotel owners for the specific
purpose of use in marketing, the Guest Reservation Systems and
hotel loyalty programme. The Fund also receives proceeds from the
sale of loyalty points under third-party co-branding arrangements.
The Fund is not managed to generate a profit or loss for IHG, but is
managed for the benefit of hotels in the IHG System with the
objective of driving revenues for the hotels.
Under both franchise and management agreements, the Group is
required to provide marketing and reservations services, as well as
other centrally managed programmes. These services are provided
by the Fund and are funded by assessment fees. Costs are incurred
and allocated to the Fund in accordance with the principles agreed
with the IHG Owners Association. The Group acts as principal in the
provision of the services as the related expenses primarily comprise
payroll and marketing expenses under contracts entered into by the
Group. The assessment fees from hotel owners are generally levied
as a percentage of hotel revenues and are recognised as those hotel
revenues occur.
Certain travel agency commission revenues within the Fund are
recognised on a net basis, where it has been determined that IHG
is acting as agent.
In respect of the loyalty programme (IHG Rewards Club), the related
performance obligation is to arrange for the provision of future
benefits to members on consumption of previously earned reward
points. Members have a choice of benefits: reward nights at an IHG
hotel or other goods or services provided by third parties. Under its
franchise and management contracts, IHG receives assessment fees
based on total qualifying hotel revenue from IHG Rewards Club
members’ hotel stays.
The Group’s performance obligation is not satisfied in full until
the member has consumed the points at a participating hotel
or selected a reward from a third-party. Accordingly, loyalty
assessments are deferred in an amount that reflects the stand-alone
selling price of the future benefit to the member. The amount of
revenue ultimately recognised is impacted by a “breakage” estimate
of the number of points that will never be consumed. On an annual
basis, the Group engages an external actuary who uses statistical
formulae to assist in formulating this estimate.
As materially all of the points will be either consumed at IHG
managed or franchised hotels owned by third parties, or exchanged
for awards provided by third parties, IHG is deemed to be acting as
agent on consumption and therefore recognises the related revenue
net of the cost of reimbursing the hotel or third-party that is
providing the benefit.
Performance obligations under the Group’s co-branding
arrangements comprise:
• arranging for the provision of future benefits to members who
have earned points or free night certificates;
• marketing services; and
• providing the co-brand partner with the right to access the
loyalty programme.
Fees from these agreements comprise fixed amounts normally
payable at the beginning of the contract, and variable amounts
paid on a monthly basis. Variable amounts are typically based on
the number of points and free night certificates issued to members
and the marketing services performed by the Group. Total fees are
allocated to the performance obligations based on their estimated
stand-alone selling prices. Revenue allocated to marketing and
licensing obligations is recognised on a monthly basis as the
obligation is satisfied. Revenue relating to points and free night
certificates is recognised when the member has consumed the
points or certificates at a participating hotel or has selected a reward
from a third party, net of the cost of reimbursing the hotel or
third-party that is providing the benefit.
Judgement is required in estimating the stand-alone selling prices
which are based upon generally accepted valuation methodologies
regarding the value of the licence provided, and the number of
points and certificates expected to be issued. However the value of
revenue recognised and the deferred revenue balance at the end of
the year is not materially sensitive to changes in these assumptions.
Contract costs
Certain costs incurred to secure management and franchise
contracts, typically developer commissions, are capitalised and
amortised over the initial term of the related contract. These costs
are presented as ‘Contract costs’ in the Group statement of
financial position.
Contract assets and contract costs are reviewed for impairment
when events or changes in circumstances indicate that the carrying
value may not be recoverable.
Share-based payments
The cost of equity-settled transactions with employees is measured
by reference to fair value at the date at which the right to the shares
is granted. Fair value is determined by an external valuer using
option pricing models.
The cost of equity-settled transactions is recognised, together with
a corresponding increase in equity, over the period in which any
performance or service conditions are fulfilled, ending on the date
on which the relevant employees become fully entitled to the award
(vesting date).
The income statement charge for a period represents the movement
in cumulative expense recognised at the beginning and end of that
period. No expense is recognised for awards that do not ultimately
vest, except for awards where vesting is conditional upon a market
or non-vesting condition, which are treated as vesting irrespective
of whether or not the market or non-vesting condition is satisfied,
provided that all other performance and/or service conditions
are satisfied.
Leases
Operating lease rentals are charged to the income statement
on a straight-line basis over the term of the lease.
Assets held under finance leases, which transfer to the Group
substantially all the risks and benefits incidental to ownership of
the leased item, are capitalised at the inception of the lease, with
a corresponding liability being recognised for the fair value of the
leased asset or, if lower, the present value of the minimum lease
payments. Lease payments are apportioned between the reduction
of the lease liability and finance charges in the income statement
so as to achieve a constant rate of interest on the remaining balance
of the liability. Assets held under finance leases are depreciated
over the shorter of the estimated useful life of the asset and the
lease term.
Disposal of non-current assets
The Group recognises sales proceeds and any related gain or loss on
disposal on completion of the sales process. In determining whether
the gain or loss should be recorded, the Group considers whether it:
• has a continuing managerial involvement to the degree associated
with asset ownership;
• has transferred the significant risks and rewards associated
with asset ownership; and
• can reliably measure and will actually receive the proceeds.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Accounting policies
107
Accounting policies continued
Fair value measurement
The Group measures financial liabilities at fair value through profit or
loss, financial assets measured at FVOCI, and derivatives at fair value
on a recurring basis and other assets when impaired by reference to
fair value less costs of disposal. Additionally, the fair value of other
financial assets and liabilities requires disclosure.
Fair value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants. Fair value is measured by reference to the principal
market for the asset or liability assuming that market participants
act in their economic best interests.
The fair value of a non-financial asset assumes the asset is used
in its highest and best use, either through continuing ownership
or by selling it.
The Group uses valuation techniques that maximise the use of
relevant observable inputs using the following valuation hierarchy:
Level 1:
quoted (unadjusted) prices in active markets for identical
assets or liabilities.
Level 2:
other techniques for which all inputs which have a
significant effect on the recorded fair value are observable,
either directly or indirectly.
Level 3:
techniques which use inputs which have a significant
effect on the recorded fair value that are not based on
observable market data.
For assets and liabilities measured at fair value on a recurring basis,
the Group determines whether transfers have occurred between
levels in the hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value measurement
as a whole) at the end of each reporting period.
Further disclosures on the particular valuation techniques used
by the Group are provided in note 23.
Where significant assets (such as property) are valued by reference
to fair value less costs of disposal, an external valuation will normally
be obtained using professional valuers who have appropriate market
knowledge, reputation and independence.
Exceptional items
The Group discloses certain financial information both including
and excluding exceptional items. The presentation of information
excluding exceptional items allows a better understanding of the
underlying trading performance of the Group and provides
consistency with the Group’s internal management reporting.
Exceptional items are identified by virtue of either their size or
nature so as to facilitate comparison with prior periods and to
assess underlying trends in the financial performance of the Group
and its regional operating segments. Exceptional items can include,
but are not restricted to, gains and losses on the disposal of assets,
impairment charges and reversals and restructuring costs.
Critical accounting policies and the use of judgements,
estimates and assumptions
In determining and applying the Group’s accounting policies,
management are required to make judgements, estimates and
assumptions. An accounting policy is considered to be critical if its
selection or application could materially affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the Financial Statements, and the reported amounts
of revenues and expenses during the reporting period. Management
consider that critical estimates and assumptions are used in
impairment testing and for measuring the loyalty programme
liability, as discussed in further detail below. Estimates and
assumptions are evaluated by management using historical
experience and other factors believed to be reasonable based on
current circumstances. Actual results could differ under different
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IHG | Annual Report and Form 20-F 2018
policies, judgements, estimates and assumptions or due to
unforeseen circumstances.
Loyalty programme – the hotel loyalty programme, IHG Rewards
Club, enables members to earn points, funded through hotel
assessments, during each qualifying stay at an IHG branded hotel
and consume points at a later date for free accommodation or other
benefits. The Group recognises deferred revenue in an amount that
reflects IHG’s unsatisfied performance obligations, valued at the
stand-alone selling price of the future benefit to the member.
The amount of revenue recognised and deferred is impacted
by ‘breakage’. On an annual basis the Group engages an external
actuary who uses statistical formulae to assist in the estimate of
the number of points that will never be consumed ‘breakage’.
Following the introduction of a points expiration policy in 2015, breakage
has become more judgemental due to there being limited historical data
on the impact of such a change. Actuarial gains and losses would
correspondingly adjust the amount of System Fund revenues recognised
and deferred revenue in the Group statement of financial position.
At 31 December 2018, deferred revenue relating to the loyalty
programme was $1,181m (2017: $1,057m). Based on the conditions
existing at the balance sheet date, a one percentage point decrease
in the breakage estimate relating to outstanding points would
increase this liability by approximately $14m.
Impairment testing – intangible assets with definite useful lives,
property, plant and equipment, contract assets and contract costs
are tested for impairment when events or circumstances indicate
that their carrying value may not be recoverable. Goodwill and
intangible assets with indefinite useful lives are subject to an
impairment test on an annual basis or more frequently if there are
indicators of impairment. Assets that do not generate independent
cash flows are combined into cash-generating units. Associates and
joint ventures are tested for impairment when there is objective
evidence that they might be impaired.
The impairment testing of individual assets or cash-generating
units requires an assessment of the recoverable amount of the
asset or cash-generating unit. If the carrying value of the asset or
cash-generating unit exceeds its estimated recoverable amount,
the asset or cash-generating unit is written down to its recoverable
amount. Recoverable amount is the greater of fair value less costs
of disposal and value in use. Value in use is assessed based on
estimated future cash flows discounted to their present value
using a pre-tax discount rate that is based on the Group’s weighted
average cost of capital adjusted to reflect the risks specific to the
business model and territory of the cash-generating unit or asset
being tested. The outcome of such an assessment is subjective,
and the result sensitive to the assumed future cash flows to be
generated by the cash-generating units or assets and discount
rates applied in calculating the value in use.
At 31 December 2018, the Group had goodwill of $313m (2017:
$237m) and brands of $250m (2017: $193m), both of which are
subject to annual impairment testing. Information on the impairment
tests performed is included in note 13.
At 31 December 2018, the Group also had property, plant and
equipment, intangible assets (excluding goodwill and brands) and
investments in associates and joint ventures with a net book value of
$447m, $580m and $104m (2017: $425m, $537m and $141m)
respectively. No impairment was recognised during the year. In
respect of those assets requiring an impairment test and depending
on how recoverable amount was assessed, a 10% reduction in fair
value or estimated future cash flows would have resulted in an
impairment charge of $10m.
Group Financial Statements New accounting standards and presentational changes
IFRS 15 ‘Revenue from Contracts with Customers’
With effect from 1 January 2018, the Group has adopted IFRS 15
‘Revenue from Contracts with Customers’ which introduces a
new five-step approach to measuring and recognising revenue
from contracts with customers. Under IFRS 15, revenue is
recognised at an amount that reflects the consideration to which
an entity expects to be entitled in exchange for transferring goods
or services to a customer.
The Group has elected to apply the full retrospective method in
adopting IFRS 15 and has applied the following practical expedients:
• the transaction price at the date of contract completion was used
for contracts that had variable consideration and were completed
before 1 January 2018;
• for contracts modified before 1 January 2016, the aggregate effect
of all modifications has been reflected when (i) identifying satisfied
and unsatisfied performance obligations, (ii) determining the
transaction price and (iii) allocating the transaction price to the
satisfied and unsatisfied performance obligations.
Prior to adoption of IFRS 15, the Group’s revenue was primarily
comprised of fee-based revenue from franchise and management
contracts, and hotel revenue in owned, leased and managed lease
properties. The recognition of these revenue streams is largely
unchanged by IFRS 15 (see accounting policy on page 106).
The key changes resulting from the adoption of IFRS 15 are as follows:
Managed and franchised hotel cost reimbursements
Under IFRS 15, the provision of employees to managed hotels is
not considered to be a service that is distinct from the general
hotel management service. Reimbursements for the cost of IHG
employees working in managed hotels are therefore shown as
revenue with an equal matching cost, with no profit impact. Certain
other costs relating to both managed and franchised hotels are
also contractually reimbursable to IHG and where IHG is deemed
to be acting as principal in the provision of the related services,
the revenue and cost are shown on a gross basis under IFRS 15
in the lines ‘Reimbursement of costs’ and ‘Reimbursed costs’.
Under previous accounting policies, no revenue or matching
cost was recognised. This change increased 2017 revenue
and expense by $1,103m, with no profit impact.
Initial application and re-licensing fees
Under previous accounting, application and re-licensing fees were
recognised as revenue when billed as the monies received are not
refundable and IHG has no further obligations to satisfy. Under IFRS
15, there is a requirement to consider whether the payment of these
fees transfers a distinct good or service to the customer that is
separate from the promise to provide franchise services. As this is
not the case, IFRS 15 requires initial application and re-licensing fees
to be recognised as services are provided, over the life of the related
contract. The spreading of these fees results in an initial reduction to
revenue and operating profit, and the recognition of deferred
revenue on the statement of financial position, reflecting the profile
of increased amounts received in recent years. This change reduced
2017 revenue from fee business by $14m and increased 2017
deferred revenue by $163m, comprising $24m current and $139m
non-current. There was also a $40m decrease in deferred tax
liabilities related to this adjustment.
Contract costs
Contract costs related to securing management and franchise
contracts were previously charged to the income statement as
incurred. Under IFRS 15, certain costs qualify to be capitalised as the
cost of obtaining a contract and are amortised over the initial term of
the related contract. This change increased 2017 operating profit by
$5m and the capitalisation of contract costs on the statement of
financial position at 31 December 2017 by $58m, comprising $7m
current and $51m non-current. There was also a $15m increase in
deferred tax liabilities related to this adjustment.
Amortisation of amounts paid to hotel owners to secure
management contracts and franchise agreements (‘key money’)
Under previous accounting, key money payments were capitalised
as intangible assets and amortised over the life of the related
contracts. Under IFRS 15, these payments are treated as
‘consideration payable to a customer’ and therefore recorded as a
contract asset and recognised as a deduction to revenue over the
contract term. This change results in a reduction to revenue and
depreciation and amortisation for the year ended 31 December 2017
of $17m, with no change to operating profit, and the reclassification
of key money on the statement of financial position from intangible
assets to contract assets at 31 December 2017 of $257m, of which
$17m was classified as current and $240m was classified as
non-current.
In the Group statement of cash flows, these contract
acquisition costs are reclassified from investing activities to
cash flow from operations.
Owned hotel disposals subject to a management contract
Under previous accounting, when hotels were sold and the Group
retained management of the hotel, the consideration recognised
included both the cash received and the fair value of the
management contract which was capitalised as an intangible asset
and subsequently amortised to the income statement. This
accounting was governed by the ‘exchange of assets’ criteria
included in IAS 16 ‘Property, Plant and Equipment’ and IAS 38
‘Intangible Assets’. IFRS 15 specifically includes property sales in
its scope and results in the sales consideration being recorded
at the fair value of the encumbered hotel, which generally will
be equivalent to the cash received. This change resulted in the
derecognition of historic intangible asset balances at 31 December
2017 of $243m and a lower amortisation charge in the income
statement for the year ended 31 December 2017 of $8m. This
change also resulted in an increase in deferred tax assets and
reduction in deferred tax liabilities of $19m and $32m respectively
at 31 December 2017.
Other adjustments
Other adjustments, which are immaterial, include re-assessments
of IHG’s role as principal in other revenue transactions and the
treatment of payments under performance guarantees as a
reduction to the transaction price within management contracts.
System Fund adjustments
The Group operates a System Fund (the Fund) to collect and
administer cash assessments from hotel owners for the specific
purpose of use in marketing, the Guest Reservation Systems and
hotel loyalty programme. The Fund also receives proceeds from the
sale of loyalty points under third-party co-branding arrangements.
The Fund is not managed to generate a profit or loss for IHG, but is
managed for the benefit of hotels in the System with the objective
of driving revenues for the hotels. Consequently, under previous
accounting these revenues and expenses were not recorded in
the Group income statement.
Under IFRS 15, an entity is regarded as a principal if it controls a
service prior to transfer to the customer. As marketing and
reservations expenses primarily comprise payroll and marketing
expenses under contracts entered into by the Group, management
has determined that the Group controls these services. Fund
revenues and expenses are therefore recognised on a gross basis in
the Group income statement. Assessment fees from hotel owners
are generally levied as a percentage of hotel revenues and are
recognised as those hotel revenues occur.
In respect of the loyalty programme (IHG Rewards Club), the Group
has determined that the related performance obligation is not
satisfied in full until the member has consumed the points at a
participating hotel. Accordingly, revenue related to loyalty points
earned by members or sold under co-branding arrangements is
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | New accounting standards and presentational changes
109
New accounting standards and presentational changes continued
deferred in an amount that reflects the stand-alone selling price of
the future benefit to the member. As materially all of the points will
be consumed at IHG managed or franchised hotels owned by third
parties, IHG is deemed to be acting as agent on redemption and
therefore recognises the related revenue net of the cost of
reimbursing the hotel that is providing the hotel stay. The deferred
revenue balance under IFRS 15 (31 December 2017: $1,057m) is
higher than the points redemption cost liability that was recognised
under previous accounting (31 December 2017: $760m) resulting in
an increase in the Group’s net liabilities.
Management has also determined that in addition to the
performance obligation for the redemption of points, co-branding
arrangements contain other performance obligations including
marketing services and the right to access the loyalty programme.
Revenue attributable to the stand-alone selling price of these
additional services is recognised as the Group performs its
obligations over the term of the co-branding arrangement.
Certain travel agency commission revenues within the Fund will be
recognised on a net basis, where it has been determined that IHG
acts as agent under IFRS 15.
Under previous accounting, any short-term timing surplus or deficit
in the Fund was carried in the Group statement of financial position
within working capital. Under IFRS 15, the in-year Fund surplus or
deficit is recognised in the Group income statement. Both the
previous accounting treatment and the change on applying IFRS 15,
(and the equivalent US GAAP standard), are consistent with other
companies in the hotel industry. The Fund surplus of $158m at 31
December 2017 was derecognised resulting in a reduction in the
Group’s net liabilities.
IHG also records an interest charge on the accumulated balance
of cash in advance of the consumption of IHG Rewards Club points.
In 2017 these interest payments totalled $7m, and were recognised
as interest income for the Fund and interest expense for IHG. The
System Fund also benefits from the capitalisation of interest related
to the development of the next-generation Guest Reservation
System, which totalled $6m in 2017. As the Fund is now included
on the Group income statement, these amounts are included in
the reported net Group financial expenses.
The System Fund accounting changes result in an increase in
recorded revenue and expenses for the year ended 31 December
2017 of $1,217m and $1,251m respectively. However, since the Group
has an agreement with the IHG Owners Association that the Fund is
not managed to a gain or loss for IHG, any in-year profit or loss
resulting from Fund activity is excluded from the calculation
of underlying operating profit and adjusted earnings per share as
the agreement is to spend these funds for the benefit of hotels in
the System.
Opening total equity at 1 January 2016 decreases from $319m to
$(118)m (see page 100).
The impact of adopting IFRS 15 and other presentational changes on
previously reported line items in the Group Financial Statements is
set out on the following pages.
110
IHG | Annual Report and Form 20-F 2018
Group Financial Statements Impact of IFRS 15 and other presentational changes on the Group income statement
Year ended 31 December 2017
Revenue from fee business
Revenue from owned, leased and managed lease hotels
System Fund revenues
Reimbursement of costs
Total revenue
Cost of sales
System Fund expenses
Reimbursed costs
Administrative expenses
Share of gains/(losses) of associates and joint ventures
Other operating income
Depreciation and amortisation
Operating profit before exceptional items
Impairment charges
Other exceptional items
Operating profit
Financial income
Financial expenses
Tax
Profit after tax
As previously
reported
$m
IFRS 15 –
Core IHG
$m
IFRS 15 –
System Fund
$m
Other
changes
(page 114)
$m
1,600
184
–
–
1,784
(608)
–
–
(328)
3
11
(103)
759
(18)
22
763
4
(89)
(85)
593
(33)
4
–
1,103
1,074
12
–
(1,103)
(9)
–
–
25
(1)
–
–
(1)
–
–
(28)
(29)
–
–
1,217
–
1,217
–
(1,251)
–
–
–
–
–
(34)
–
–
(34)
–
13
(2)
(23)
(188)
163
25
–
–
25
(25)
–
–
–
–
–
–
–
–
–
–
–
–
–
As
restated
$m
1,379
351
1,242
1,103
4,075
(571)
(1,276)
(1,103)
(337)
3
11
(78)
724
(18)
22
728
4
(76)
(115)
541
Impact of IFRS 15 on the Group statement of comprehensive income
Year ended 31 December 2017
Profit for the year
Exchange losses on retranslation of foreign operations, net of related tax credit of $1m
Other items
Total comprehensive income for the year
As previously
reported
$m
IFRS 15
adoption
$m
As
restated
$m
593
(77)
(47)
469
(52)
(11)
–
(63)
541
(88)
(47)
406
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | New accounting standards and presentational changes
111
As previously
reported
$m
1,467
56
–
–
813
2,336
–
–
839
839
3,175
(343)
(768)
–
(193)
(1,304)
(417)
(121)
–
(157)
(2,027)
(2,722)
(4,026)
(851)
154
10
(5)
(2,874)
79
373
1,405
(858)
7
(851)
31 December 2017
IFRS 15
adoption
$m
(500)
19
51
241
–
As
restated
$m
967
75
51
241
813
(189)
2,147
7
17
–
24
(165)
343
171
(490)
–
24
417
85
(867)
56
–
(309)
(285)
(450)
–
–
–
–
–
4
(454)
(450)
–
7
17
839
863
3,010
–
(597)
(490)
(193)
(1,280)
–
(36)
(867)
(101)
(2,027)
(3,031)
(4,311)
(1,301)
154
10
(5)
(2,874)
79
377
951
(1,308)
7
(450)
(1,301)
New accounting standards and presentational changes continued
Impact of IFRS 15 on the Group statement of financial position
Goodwill and other intangible assets
Deferred tax assets
Contract costs
Contract assets
Other non-current assets
Total non-current assets
Contract costs
Contract assets
Other current assets
Total current assets
Total assets
Loyalty programme liability
Trade and other payables
Deferred revenue
Other current liabilities
Total current liabilities
Loyalty programme liability
Trade and other payables
Deferred revenue
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Net liabilities
Equity share capital
Capital redemption reserve
Shares held by employee share trusts
Other reserves
Fair value reserve
Currency translation reserve
Retained earnings
IHG shareholders’ equity
Non-controlling interest
Total equity
112
IHG | Annual Report and Form 20-F 2018
Group Financial Statements Impact of IFRS 15 on the Group statement of cash flows
Year ended 31 December 2017
Profit for the year
Adjustments reconciling profit for the year to cash flow from operations before contract acquisition costs
Cash flow from operations before contract acquisition costs
Contract acquisition costs, net of repayments
Cash flow from operations
Interest paid
Interest received
Tax paid on operating activities
Net cash from operating activities
Purchase of intangible assets
Other cash flows from investing activities
Net cash from investing activities
Net cash from financing activities
Net movement in cash and cash equivalents in the year
Cash and cash equivalents at beginning of the year
Exchange rate effects
Cash and cash equivalents at end of the year
Impact of IFRS 15 on basic and diluted earnings per ordinary share
Year ended 31 December 2017
Basic earnings per ordinary share
Diluted earnings per ordinary share
IFRS 9 ‘Financial Instruments’
With effect from 1 January 2018, the Group has adopted IFRS 9
‘Financial Instruments’. IFRS 9 introduces new requirements for
classification and measurement of financial assets and financial
liabilities, impairment and hedge accounting.
The Group has applied the requirements of IFRS 9 retrospectively,
except for hedge accounting. The new rules for hedge accounting
will be applied prospectively in line with the requirements of the
standard. The Group has not applied any practical expedients
available under IFRS 9. The Group has not restated prior periods
as allowed by the transition provisions of IFRS 9 as restatement
is impracticable without the use of hindsight. Accordingly, the
information presented for 2017 reflects the classification of
assets under IAS 39, not IFRS 9.
As previously
reported
$m
IFRS 15
adoption
$m
As
restated
$m
593
263
856
–
856
(76)
1
(147)
634
(229)
(34)
(263)
(446)
(75)
117
16
58
(52)
45
(7)
(57)
(64)
7
–
–
(57)
57
–
57
–
–
–
–
–
541
308
849
(57)
792
(69)
1
(147)
577
(172)
(34)
(206)
(446)
(75)
117
16
58
As previously
reported
cents
306.7
305.2
IFRS 15
adoption
cents
(26.9)
(26.8)
As
restated
cents
279.8
278.4
The only impact of IFRS 9 on the Group Financial Statements is to
reclassify the impact of historic impairments on equity instruments
measured at fair value through other comprehensive income
(FVOCI). These impairments were originally recorded in the Group
income statement, but under IFRS 9 they would have been recorded
in the fair value reserve and only transferred to retained earnings
when the equity investments are derecognised. An adjustment of
$18m has been made to the Group statement of changes in equity at
1 January 2018 to reflect this reclassification.
Changes to the Group’s accounting policies resulting from the
adoption of IFRS 9 are detailed on pages 104 and 105.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | New accounting standards and presentational changes
113
New accounting standards and presentational changes continued
Amendments to IFRS 2
From 1 January 2018 the Group has applied Amendments to
IFRS 2 ‘Classification and Measurement of Share-Based Payment
Transactions’. The amendments address the effects of vesting
conditions on the measurement of cash-settled share-based
payment transactions; the classification of a share-based payment
transaction with net settlement features for withholding tax
obligations; and accounting where a modification to the terms
and conditions of a share-based payment transaction changes its
classification from cash-settled to equity-settled. Adoption of this
amendment has had no impact on the Financial Statements.
been combined into one category, ‘fee business’, to more closely
reflect the way the business is now reported as a result of the
ongoing reorganisation (see note 2).
Reporting of managed lease hotels
The revenue and operating profit of managed lease hotels,
previously reported as part of the Group’s managed operations,
are now reported with owned and leased hotels. As the full results
of these hotels are consolidated into IHG’s income statement,
this gives a clearer view of the reported fee business revenues
and profits.
Other changes
In addition to the adoption of IFRS 15 and IFRS 9, these Financial
Statements have been restated to reflect several other changes
to the presentation of the Group’s financial results.
Exceptional items
Exceptional items, which were previously shown in a separate
column of the Group income statement, are now presented as
a separate line item, with detailed disclosure in note 6.
New operating segments
See note 2.
Reporting of fee business results
Revenue and operating profit from management and franchise
agreements, together with regional and Central overheads, have
Overhead allocations
Minor changes have been made to the basis for allocating overheads
to the regional and central operating segments.
InterContinental reservation fees and costs
Reservation fees and costs associated with the InterContinental
brand have previously been recognised in IHG’s income statement.
These fees and costs have now been moved to the System Fund to
align with the treatment of IHG’s other brand programmes. As this
programme is not managed to make a profit or loss for IHG, there
is no operating profit impact.
Prior year comparatives have been restated to reflect these
presentational changes and the impact on the Group income
statement for the years ended 31 December 2017 and
31 December 2016 is as follows:
Revenue from fee business
Revenue from owned, leased and managed lease hotels
System Fund revenues
Total revenue
Cost of sales
System Fund expenses
Operating profit
Year ended 31 December 2017
Year ended 31 December 2016
Managed
leases
$m
InterContinental
reservations
$m
(163)
163
–
–
–
–
–
(25)
–
25
–
25
(25)
–
Total
$m
(188)
163
25
–
25
(25)
–
Managed
leases
$m
InterContinental
reservations
$m
(162)
162
–
–
–
–
–
(23)
–
23
–
23
(23)
–
Total
$m
(185)
162
23
–
23
(23)
–
114
IHG | Annual Report and Form 20-F 2018
Group Financial Statements New standards issued but not yet effective
IFRS 16 ‘Leases’
The Group will adopt IFRS 16 ‘Leases’ with effect from 1 January
2019. IFRS 16 eliminates the classification of leases as either
operating or finance leases for lessees and introduces a single
accounting model which is similar to the current accounting model
for finance leases under IAS 17.
Lessees will be required to recognise on the balance sheet ‘right-of-
use’ assets which represent the right to use underlying assets during
the lease term and a lease liability representing the minimum lease
payment for all leases. Depreciation of ‘right-of-use’ assets and
interest on lease liabilities will be charged to the income statement,
replacing the corresponding operating lease rentals.
Management’s assessment of the impact of IFRS 16 is substantially
complete; 90% of the Group’s lease liability relates to nine leases;
62% relating to hotels and 28% relating to offices.
The Group will take the elections available under IFRS 16 not to apply
the lease accounting model to intangible assets, leases which are
considered low value or which have a term of less than 12 months.
The Group will apply the full retrospective method of application.
In respect of accounting for variable leases with guaranteed
amounts, the guaranteed amount has been judged to be ‘in-
substance fixed‘ and will be included in the lease liability under
IFRS 16.
If the results for the year ended 31 December 2018 had been
reported under IFRS 16, the estimated impacts would have been
as follows:
Cost of sales
Administrative expenses
Depreciation and amortisation
Interest expense
Tax
Total profit impact
Leased assets
Deferred tax assets
Other assets
Lease liabilities
Deferred tax liabilities
Other liabilities
Net assets impact
$m
18
33
(34)
(19)
1
(1)
323
3
(2)
(431)
7
31
(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 2015–2017 cycle.
These amendments are not expected to have a material impact on the Group’s 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 Group’s reported financial performance or position.
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | New standards issued but not yet effective
115
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 Group’s operations, excluding Central functions, is organised within three
geographical regions:
• Americas;
• EMEAA; and
• Greater China.
These, together with Central functions, comprise the Group’s 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 Group’s 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
Americas
EMEAA
Greater China
Central
Revenue from reportable segments
System Fund revenues
Reimbursement of costs
Total revenue
2018
$m
1,051
569
143
170
1,933
1,233
1,171
4,337
2017
Restated
$m
2016
Restated
$m
999
457
117
157
1,730
1,242
1,103
4,075
969
439
112
147
1,667
1,199
1,046
3,912
116
IHG | Annual Report and Form 20-F 2018
Group Financial Statements 2. Segmental information continued
Profit
Year ended 31 December
Americas
EMEAA
Greater China
Central
Operating profit from reportable segments
System Fund
Exceptional items (note 6)
Operating profit
Net finance costs
Profit before tax
Tax
Profit for the year
All items above relate to continuing operations.
Assets
31 December
Americas
EMEAA
Greater China
Central
Segment assets
Unallocated assets:
Derivative financial instruments
Tax receivable
Deferred tax assets
Cash and cash equivalents
Total assets
Liabilities
31 December
Americas
EMEAA
Greater China
Segment liabilities
Unallocated liabilities:
Loyalty and co-brand deferred revenue and other payables
Loans and other borrowings
Tax payable
Deferred tax liabilities
Deferred and contingent purchase consideration
Total liabilities
2018
$m
662
202
69
(117)
816
(146)
(104)
566
(81)
485
(133)
352
2017
Restated
$m
2016
Restated
$m
637
171
52
(102)
758
(34)
4
728
(72)
656
(115)
541
626
157
46
(123)
706
35
(29)
712
(80)
632
(173)
459
2018
$m
1,568
666
110
579
2017
Restated
$m
1,500
504
105
541
2,923
2,650
8
58
60
704
3,753
2018
$m
(676)
(241)
(61)
(978)
(1,291)
(2,249)
(50)
(131)
(131)
–
117
75
168
3,010
2017
Restated
$m
(620)
(232)
(64)
(916)
(1,186)
(2,019)
(89)
(101)
–
(4,830)
(4,311)
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes
117
Notes to the Group Financial Statements continued
2. Segmental information continued
Other segmental information
Year ended 31 December 2018
Capital expenditure (page 119)
Non-cash items:
Depreciation and amortisationa
Share-based payments cost
Share of losses/(gains) of associates and joint ventures
Year ended 31 December 2017 (Restated)
Capital expenditure (page 119)
Non-cash items:
Depreciation and amortisationa
Share-based payments cost
Share of losses/(gains) of associates and joint ventures
Impairment charges
Year ended 31 December 2016 (Restated)
Capital expenditure
Non-cash items:
Depreciation and amortisationa
Share-based payments cost
Share of losses/(gains) of associates and joint ventures
Impairment charges
Americas
$m
74
27
8
6
EMEAA
$m
33
8
4
(5)
Americas
$m
120
EMEAA
$m
26
23
6
1
18
Americas
$m
67
21
6
7
16
7
4
(4)
–
EMEAA
$m
22
7
4
(5)
–
Greater
China
$m
2
3
3
–
Greater
China
$m
2
1
3
–
–
Greater
China
$m
1
1
3
–
–
Central
$m
134
42
12
–
Central
$m
188
47
8
–
–
Group
$m
243
80
27
1
Group
$m
336
78
21
(3)
18
Central
$m
148
Group
$m
238
46
4
–
–
75
17
2
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
Group Financial Statements 2. Segmental information continued
Reconciliation of capital expenditure
Year ended 31 December 2018
Capital expenditure per management reporting
Contract acquisition costs
Landlord contributions to property, plant and equipment
Timing differences and other adjustments
Additions per the Financial Statements
Comprising additions to:
Property, plant and equipment
Intangible assets
Investment in associates and joint ventures
Other financial assets
Year ended 31 December 2017 (Restated)
Capital expenditure per management reporting
Contract acquisition costs
Landlord contributions to property, plant and equipment
Timing differences and other adjustments
Additions per the Financial Statements
Comprising additions to:
Property, plant and equipment
Intangible assets
Investment in associates and joint ventures
Other financial assets
Geographical information
Year ended 31 December
Revenue
United Kingdom
United States
China
Rest of World
System Fund (note 32)
Americas
$m
EMEAA
$m
Greater
China
$m
74
(32)
–
1
43
13
–
3
27
43
33
(26)
–
–
7
2
–
–
5
7
2
–
–
–
2
2
–
–
–
2
Americas
$m
EMEAA
$m
Greater
China
$m
120
(36)
–
(12)
72
10
3
47
12
72
26
(21)
–
–
5
–
–
–
5
5
2
–
–
–
2
2
–
–
–
2
Central
$m
134
–
8
–
142
30
112
–
–
142
Central
$m
188
–
14
(1)
201
32
169
–
–
201
Group
$m
243
(58)
8
1
194
47
112
3
32
194
Group
$m
336
(57)
14
(13)
280
44
172
47
17
280
2018
$m
151
1,950
222
781
3,104
1,233
4,337
2017
Restated
$m
2016
Restated
$m
74
1,845
201
713
2,833
1,242
4,075
72
1,750
192
699
2,713
1,199
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 Fund’s
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
Notes to the Group Financial Statements continued
2. Segmental information continued
31 December
Non-current assets
United Kingdom
United States
Rest of World
2018
$m
148
1,510
361
2,019
2017
Restated
$m
52
1,476
297
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 Group’s 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
Franchise and base management fees
Incentive management fees
Central revenue
Revenue from fee business
Revenue from owned, leased and managed lease hotels
System Fund revenues (note 32)
Reimbursement of costs
Total revenue
Year ended 31 December 2017
Franchise and base management fees
Incentive management fees
Central revenue
Revenue from fee business
Revenue from owned, leased and managed lease hotels
System Fund revenues (note 32)
Reimbursement of costs
Total revenue
Year ended 31 December 2016
Franchise and base management fees
Incentive management fees
Central revenue
Revenue from fee business
Revenue from owned, leased and managed lease hotels
System Fund revenues (note 32)
Reimbursement of costs
Total revenue
120
IHG | Annual Report and Form 20-F 2018
Americas
$m
EMEAA
$m
Greater
China
$m
Central
$m
835
18
–
853
198
1,051
227
93
–
320
249
569
94
49
–
143
–
143
–
–
170
170
–
170
Americas
$m
EMEAA
$m
Greater
China
$m
Central
$m
795
16
–
811
188
999
204
90
–
294
163
457
73
44
–
117
–
117
–
–
157
157
–
157
Americas
$m
EMEAA
$m
Greater
China
$m
Central
$m
781
15
–
796
173
969
194
80
–
274
165
439
71
41
–
112
–
112
–
–
147
147
–
147
Group
$m
1,156
160
170
1,486
447
1,933
1,233
1,171
4,337
Group
$m
1,072
150
157
1,379
351
1,730
1,242
1,103
4,075
Group
$m
1,046
136
147
1,329
338
1,667
1,199
1,046
3,912
Group Financial Statements 3. Revenue continued
Contract balances
The following tables present information about trade receivables, contract assets, and deferred revenue:
Trade receivables (note 16)
Contract assets
Deferred revenue
2018
$m
474
290
1,506
2017
Restated
$m
452
258
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’.
At 1 January
Costs paid
Recognised as a deduction to revenue
Repayments
Exchange and other adjustments
At 31 December
Analysed as:
Current
Non-current
2018
$m
258
58
(19)
(2)
(5)
290
20
270
290
2017
$m
198
73
(17)
–
4
258
17
241
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.
At 1 January 2018
Acquisition of businesses
Increase in deferred revenue
Recognised as revenue
Exchange and other adjustments
At 31 December 2018
Analysed as:
Current
Non-current
At 1 January 2017
Increase in deferred revenue
Recognised as revenue
At 31 December 2017
Analysed as:
Current
Non-current
Loyalty
programme
$m
Other
co-brand
fees
$m
Application &
re-licensing
fees
$m
1,057
–
540
(416)
–
1,181
491
690
1,181
88
–
–
(11)
–
77
11
66
77
163
–
36
(23)
(1)
175
23
152
175
Loyalty
programme
$m
Other
co-brand
fees
$m
Application &
re-licensing
fees
$m
1,033
480
(456)
1,057
422
635
1,057
100
–
(12)
88
11
77
88
148
39
(24)
163
24
139
163
Other
$m
49
8
67
(47)
(4)
73
47
26
73
Other
$m
33
34
(18)
49
33
16
49
Total
$m
1,357
8
643
(497)
(5)
1,506
572
934
1,506
Total
$m
1,314
553
(510)
1,357
490
867
1,357
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes
121
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 Group’s 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:
Expected to be recognised in:
Less than one year
Between one and two years
Between two and three years
Between three and four years
Between four and five years
More than five years
Loyalty and
co-brand
$m
Other
$m
502
257
158
106
75
160
70
31
26
22
20
79
2018
Total
$m
572
288
184
128
95
239
1,258
248
1,506
Contract costs
Movements in contract costs, typically developer commissions, are as follows:
At 1 January
Costs incurred
Amortisation
At 31 December
Analysed as:
Current
Non-current
Loyalty and
co-brand
$m
Other
$m
433
221
137
95
69
190
1,145
57
29
24
22
20
60
212
2018
$m
58
9
(7)
60
5
55
60
2017
Total
$m
490
250
161
117
89
250
1,357
2017
$m
53
12
(7)
58
7
51
58
122
IHG | Annual Report and Form 20-F 2018
Group Financial Statements 4. Staff costs and Directors’ emoluments
Staff costs
Wages and salaries
Social security costs
Pension and other post-retirement benefits:
Defined benefit plans (note 25)
Defined contribution plans
Analysed as:
Costs borne by IHGa
Costs borne by the System Fundb
Costs reimbursed
Average number of employees, including part-time employees
Employees whose costs are borne by IHG:
Americas
EMEAA
Greater China
Central
Employees whose costs are borne by the System Fund
Employees whose costs are reimbursed
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.
Directors’ emoluments
Base salaries, fees, performance payments and benefits
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. Auditor’s remuneration paid to Ernst & Young LLP
Audit of the Financial Statementsa
Audit of subsidiaries
Audit-related assurance services
Other assurance services
Tax compliance
Tax advisory
Other non-audit services not covered by the above
2018
$m
1,956
127
19
63
2017
$m
1,868
106
5
61
2016
$m
1,738
106
5
58
2,165
2,040
1,907
708
347
1,110
2,165
645
339
1,056
2,040
594
311
1,002
1,907
2018
2017
2016
2,225
3,255
324
1,794
7,598
5,214
2,149
2,267
294
1,948
6,658
5,555
22,518
22,577
35,330
34,790
2,121
2,380
299
1,787
6,587
5,434
22,002
34,023
2018
$m
2017
$m
2016
$m
7.1
4.9
6.1
2018
$m
3.3
2.9
0.2
1.3
–
–
0.1
7.8
2017
$m
3.0
2.2
0.2
1.0
0.1
–
0.2
6.7
2016
$m
2.4
2.2
0.2
1.2
0.4
0.1
0.1
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
Notes to the Group Financial Statements continued
6. Exceptional items
Exceptional items before tax
Administrative expenses:
Acquisition and integration costsa
Litigationb
Reorganisation costsc
Pension settlement costd
Other operating income and expenses:
Gain on disposal of equity securities measured at fair value (note 15)
Impairment charges:
Associates (note 14)
Tax
Tax on exceptional itemse
Exceptional taxf
Exceptional items before tax analysed as:
Americas
EMEAA
Greater China
Central
2018
$m
2017
Restated
$m
2016
$m
(15)
(18)
(56)
(15)
(104)
–
–
–
–
(104)
22
5
27
(36)
(12)
(1)
(55)
(104)
(15)
–
(36)
–
(51)
73
73
(18)
(18)
4
(2)
90
88
37
(4)
–
(29)
4
(13)
–
–
–
(13)
–
–
(16)
(16)
(29)
12
–
12
(29)
–
–
–
(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 IHG’s future growth. The
programme is centred around strengthening the Group’s 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 re-measurement arising from the significant US tax reform on the deferred taxes created or eliminated by IFRS 15. The 2017 restated
amounts include a $112m deferred tax credit as a result of the US tax reform and a $10m deferred tax credit representing a reduction in the Group’s unremitted earnings provision.
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
Group Financial Statements
7. Finance costs
Financial income
Interest income on deposits
Interest income on loans and receivables
Financial expenses
Interest expense on borrowings
Finance charge payable under finance leases
Capitalised interest
Change in fair value of deferred and contingent purchase consideration
2018
$m
2017
Restated
$m
2016
Restated
$m
2
3
5
66
20
(5)
5
86
1
3
4
62
20
(6)
–
76
3
3
6
71
20
(5)
–
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
Income tax
UK corporation tax at 19.00% (2017: 19.25%, 2016: 20.00%):
Current period
Benefit of tax reliefs on which no deferred tax previously recognised
Adjustments in respect of prior periods
Foreign tax:
Current period
Benefit of tax reliefs on which no deferred tax previously recognised
Adjustments in respect of prior periodsa
Total current tax
Deferred tax:
Origination and reversal of temporary differences
Changes in tax rates and tax lawsb
Adjustments to estimated recoverable deferred tax assetsc
Adjustments in respect of prior periodsa
Total deferred tax
Total income tax charge for the year
Further analysed as tax relating to:
Profit before exceptional itemsd
Exceptional items:
Tax on exceptional items (note 6)
Exceptional tax (note 6)
2018
$m
2017
Restated
$m
2016
Restated
$m
10
–
4
14
95
(1)
(13)
81
95
40
1
(2)
(1)
38
133
10
–
(2)
8
210
(13)
2
199
207
(8)
(59)
(9)
(16)
(92)
115
10
(7)
(1)
2
151
–
(97)
54
56
54
(2)
(25)
90
117
173
160
203
185
(22)
(5)
133
2
(90)
115
(12)
–
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 Group’s 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
Notes to the Group Financial Statements continued
8. Tax continued
Reconciliation of tax charge
UK corporation tax at standard rate
Tax credits
System Fund resultsc
Other permanent differences
Non-recoverable withholding taxesd
Net effect of different rates of tax in overseas businessese
Effects of changes in tax rates resulting from significant US tax reform
Release of provision for taxation on unremitted earnings following significant
US tax reform
Transition tax liability arising from significant US tax reform
Effect of other changes in tax rates and tax laws
Benefit of tax reliefs on which no deferred tax previously recognised
Effect of adjustments to estimated recoverable deferred tax assets
Adjustment to tax charge in respect of prior periods
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.
2017
Restated
%
Totala
2016
Restated
%
19.3
(0.5)
0.9
0.8
0.3
14.6
(9.3)
(7.8)
4.8
0.3
(1.9)
(1.4)
(2.6)
17.5
20.0
(2.2)
(1.2)
3.5
0.7
12.6
–
–
–
0.3
(1.1)
(4.0)
(1.2)
27.4
2018
%
19.0
(0.5)
5.0
0.6
0.7
4.6
–
–
–
0.3
(0.4)
0.1
(2.0)
27.4
Before exceptional items
and System Fundb
2017
Restated
%
2016
Restated
%
19.3
(0.5)
(0.4)
0.6
0.3
13.7
–
–
–
0.3
(1.8)
(1.3)
(1.1)
29.1
20.0
(2.2)
(0.2)
3.6
0.7
13.4
–
–
–
0.3
(1.1)
(4.0)
(1.1)
29.4
2018
%
19.0
(0.3)
(0.5)
0.3
0.5
3.8
–
–
–
0.2
(0.3)
0.1
(1.0)
21.8
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:
Group income statement
Adjust for:
Exceptional items and tax (note 6)
System Fund revenues
System Fund expenses
Other
2018
Rate
%
27.4
Tax
$m
133
27
–
–
–
160
21.8
2017
Restated
Rate
%
17.5
Tax
$m
115
88
–
–
(3)
200
29.1
Profit
$m
632
29
(1,199)
1,164
–
626
Profit
$m
656
(4)
(1,242)
1,276
–
686
2016
Restated
Rate
%
27.4
Tax
$m
173
12
–
–
(1)
184
29.4
Profit
$m
485
104
(1,233)
1,379
–
735
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:
Current tax charge in the income statement
Current tax credit in the statement of comprehensive income
Current tax credit taken directly to equity
Total current tax charge
Movements to tax contingencies within the income statementa
Timing differences of cash tax paid and foreign exchange differencesb
Tax paid per cash flow
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.
2018
$m
95
(1)
(8)
86
4
(22)
68
2017
$m
207
–
(12)
195
3
(26)
172
2016
$m
56
(12)
(8)
36
11
83
130
126
IHG | Annual Report and Form 20-F 2018
Group Financial Statements 8. Tax continued
Current tax
Within current tax payable is $29m (2017: $42m) in respect of uncertain tax positions.
The calculation of the Group’s 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
software
$m
Other
intangible
assetsa
$m
Application
fees and
contract
costsa
$m
Deferred
gains on
loan notes
$m
Deferred
gains on
investments
$m
Employee
benefits
$m
Undistributed
earnings of
subsidiariesb
$m
At 1 January 2017
Income statementd
Statement of
comprehensive income
Statement of changes in equity
Exchange and other adjustments
At 31 December 2017
Income statement
Assets of businesses acquired
Statement of
comprehensive income
Statement of changes in equity
Exchange and other adjustments
120
(22)
–
–
–
98
26
(4)
–
–
–
(5)
13
–
–
(1)
7
9
11
–
–
–
(36)
11
–
–
–
(25)
(4)
–
–
–
–
52
(18)
–
–
–
34
1
–
–
–
–
Losses
$m
(44)
1
–
–
3
78
(24)
–
–
–
(27)
(4)
10
–
1
54
(40)
(20)
2
–
–
–
–
4
–
–
–
1
–
–
2
–
–
At 31 December 2018
120
27
(29)
35
56
(35)
(18)
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.
Other
short-term
temporary
differencesa,c
$m
(96)
12
4
3
(5)
(82)
(2)
(10)
2
5
–
(87)
Totala
$m
101
(92)
13
3
1
26
38
(3)
4
5
1
71
59
(61)
(1)
–
3
–
2
–
–
–
–
2
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
Notes to the Group Financial Statements continued
8. Tax continued
The closing balance is further analysed by key territory as follows:
UK
US
Other
Property,
plant,
equipment
and
software
$m
Other
intangible
assets
$m
Application
fees and
contract
costs
$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
(7)
127
–
120
(4)
27
4
27
1
(34)
4
(29)
–
35
–
35
–
56
–
56
(15)
(16)
(4)
(35)
(4)
(14)
–
(18)
–
2
–
2
(24)
(59)
(4)
(87)
Total
$m
(53)
124
–
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:
Analysed as:
Deferred tax assets
Deferred tax liabilities
2018
$m
(60)
131
71
2017
Restated
$m
(75)
101
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:
Revenue losses
Capital losses
Total losses
Othera
Gross
Unrecognised deferred tax
2018
$m
448
516
964
25
989
2017
$m
452
515
967
35
1,002
2018
$m
67
90
157
6
163
2017
$m
76
99
175
9
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:
Expiry date:
2021
2022
2023
2024
2025
After 2025
Gross
Unrecognised deferred tax
2018
$m
2017
$m
2018
$m
2017
$m
28
10
1
4
92
46
21
11
1
20
92
26
6
2
–
–
21
3
5
3
–
1
23
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
Group Financial Statements
8. Tax continued
Tax risks, policies and governance
Information concerning the Group’s 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 Group’s 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 OECD’s 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 Kingdom’s exit from the European Union is unknown. Based upon the Group’s 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
Paid during the year:
Final (declared for previous year)
Interim
Special (note 27)
2018
cents
per share
2017
cents
per share
2016
cents
per share
71.0
36.3
–
107.3
64.0
33.0
202.5
299.5
57.5
30.0
632.9
720.4
2018
$m
130
69
–
199
2017
$m
127
62
404
593
2016
$m
137
56
1,500
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
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 Group’s 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
Basic earnings per ordinary share
Profit available for equity holders ($m)
Basic weighted average number of ordinary shares (millions)
Basic earnings per ordinary share (cents)
Diluted earnings per ordinary share
Profit available for equity holders ($m)
Diluted weighted average number of ordinary shares (millions)
Diluted earnings per ordinary share (cents)
Adjusted earnings per ordinary share
Profit available for equity holders ($m)
Adjusting items:
System Fund revenues and expenses ($m)
Interest attributable to the System Fund ($m) (note 7)
Tax attributable to the System Fund ($m)
Exceptional items before tax ($m) (note 6)
Tax on exceptional items ($m) (note 6)
Exceptional tax ($m) (note 6)
Adjusted earnings ($m)
Basic weighted average number of ordinary shares (millions)
Adjusted earnings per ordinary share (cents)
Adjusted diluted earnings per ordinary share
Adjusted earnings ($m)
Diluted weighted average number of ordinary shares (millions)
Adjusted diluted earnings per ordinary share (cents)
Diluted weighted average number of ordinary shares is calculated as:
Basic weighted average number of ordinary shares
Dilutive potential ordinary shares
130
IHG | Annual Report and Form 20-F 2018
2018
351
190
184.7
351
192
2017
Restated
2016
Restated
540
193
279.8
540
194
456
212
215.1
456
214
213.1
182.8
278.4
351
540
456
146
(19)
–
104
(22)
(5)
555
190
34
(13)
3
(4)
2
(90)
472
193
(35)
(7)
1
29
(12)
–
432
212
292.1
244.6
203.8
555
192
472
194
432
214
289.1
243.3
201.9
2018
millions
2017
millions
2016
millions
190
2
192
193
1
194
212
2
214
Group Financial Statements
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 IHG’s 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 RHW’s 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:
Cash paid on acquisition
Deferred considerationa
Contingent considerationb
Total purchase consideration
$m
13
22
53
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:
Identifiable intangible assets:
Brands
Management contracts
Property, plant and equipment
Deferred tax liability
Net identifiable assets acquired
Goodwill
Total purchase consideration
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.
$m
57
6
1
(11)
53
35
88
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes
131
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 IHG’s 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:
Cash paid on acquisition
Working capital settlement duea
Contingent considerationb
Total purchase consideration
a Subject to final agreement and receivable in early 2019.
$m
9
(3)
56
62
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:
Identifiable intangible assets: Brands
Property, plant and equipment
Inventories
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Deferred revenue
Stamp duty liabilitya
Deferred tax asset
Net identifiable assets acquired
Goodwill
Total purchase consideration
a The stamp duty liability was settled post-acquisition.
$m
1
25
1
11
2
(18)
(8)
(14)
14
14
48
62
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
Group Financial Statements
11. Acquisition of businesses continued
Cash flows relating to acquisitions
Regent
Cash paid on acquisition
UK portfolio
Cash paid on acquisition
Contingent consideration paid
Settlement of stamp duty liability
Less: cash and cash equivalents acquired
Net cash outflow arising on acquisitions
12. Property, plant and equipment
Cost
At 1 January 2017
Additions
Fully depreciated assets written off
Disposals
Exchange and other adjustments
At 31 December 2017
Acquisition of businesses (note 11)
Additions
Fully depreciated assets written off
Disposals
Exchange and other adjustments
At 31 December 2018
Depreciation and impairment
At 1 January 2017
Provided
System Fund expense
Fully depreciated assets written off
Disposals
Exchange and other adjustments
At 31 December 2017
Provided
System Fund expense
Fully depreciated assets written off
Disposals
Exchange and other adjustments
At 31 December 2018
Net book value
At 31 December 2018
At 31 December 2017
At 1 January 2017
$m
13
9
4
14
(2)
25
38
Fixtures,
fittings
and
equipment
$m
Land and
buildings
$m
Total
$m
378
429
807
9
–
–
1
388
–
8
(11)
–
(3)
382
(78)
(7)
–
–
–
(1)
(86)
(6)
–
11
–
–
35
(19)
(4)
8
449
26
39
(167)
(29)
(4)
314
(310)
(28)
(6)
19
3
(4)
(326)
(34)
(8)
167
25
8
44
(19)
(4)
9
837
26
47
(178)
(29)
(7)
696
(388)
(35)
(6)
19
3
(5)
(412)
(40)
(8)
178
25
8
(81)
(168)
(249)
301
302
300
146
123
119
447
425
419
The Group’s 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
Notes to the Group Financial Statements continued
12. Property, plant and equipment continued
The table below analyses the net book value of the Group’s property, plant and equipment by operating segment at 31 December 2018:
Land and buildings
Fixtures, fittings and equipment
13. Goodwill and other intangible assets
Cost
At 1 January 2017
Additions
Capitalised interest
Disposals
Exchange and other adjustments
At 31 December 2017
Acquisition of businesses (note 11)
Additions
Capitalised interest
Disposals
Exchange and other adjustments
At 31 December 2018
Amortisation and impairment
At 1 January 2017
Provided
System Fund expense
Disposals
Exchange and other adjustments
At 31 December 2017
Provided
System Fund expense
Disposals
Exchange and other adjustments
At 31 December 2018
Net book value
At 31 December 2018
At 31 December 2017
At 1 January 2017
Americas
$m
EMEAA
$m
289
40
329
–
34
34
Greater
China
$m
–
–
–
Central
$m
12
72
84
Goodwill
$m
Brands
$m
Software
$m
Management
contracts
Restateda
$m
Other
intangibles
Restateda
$m
370
193
583
168
6
(14)
2
745
–
107
5
(72)
(4)
781
(223)
(40)
(30)
14
(2)
(281)
(36)
(37)
67
6
71
–
–
–
–
71
6
–
–
–
–
77
(5)
(2)
–
–
–
(7)
(3)
–
–
–
–
–
–
–
193
58
–
–
–
(1)
250
–
–
–
–
–
–
–
–
–
–
–
–
–
–
7
377
83
–
–
–
(5)
455
(138)
–
–
–
(2)
(140)
–
–
–
(2)
(142)
313
237
232
Total
$m
301
146
447
Total
$m
1,227
172
6
(14)
8
1,399
147
112
5
(72)
(10)
10
4
–
–
(1)
13
–
5
–
–
–
18
1,581
(3)
(1)
–
–
–
(4)
(1)
–
–
–
(369)
(43)
(30)
14
(4)
(432)
(40)
(37)
67
4
(281)
(10)
(5)
(438)
250
193
193
500
464
360
67
64
66
13
9
7
1,143
967
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
management’s 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
Group Financial Statements 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:
CGU
Americas Managed
Americas Franchised
EMEAA – Europe Managed
EMEAA – Europe Franchised
EMEAA – rest of region
Greater China
Allocated to CGUs (including Regent)
UK portfolio
Goodwill
$m
2018
Brands
$m
Goodwill
$m
69
37
29
10
113
7
265
48
313
203
–
13
–
23
11
250
–
250
63
37
21
10
106
–
237
–
237
2017
Brands
$m
193
–
–
–
–
–
193
–
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 management’s 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 Group’s 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:
Americas Managed
Americas Franchised
EMEAA – Europe Managed
EMEAA – Europe Franchised
EMEAA – rest of region
Greater China
Terminal
growth
rate %
2018
Discount
rate %
Terminal
growth
rate %
2017
Discount
rate %
2.0
2.0
2.0
2.0
3.5
2.5
10.5
9.6
11.4
10.5
13.4
12.3
2.0
2.0
2.0
2.0
3.5
2.5
10.4
9.4
10.8
9.8
14.1
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
Notes to the Group Financial Statements continued
14. Investment in associates and joint ventures
Cost
At 1 January 2017
Additions
Share of profits/(losses)
Disposals
Distributions
Exchange and other adjustments
At 31 December 2017
Additions
Share of (losses)/profits
Distributions
Exchange
At 31 December 2018
Impairment
At 1 January 2017
Charge for the year
Disposals
At 31 December 2017
Exchange
At 31 December 2018
Net book value
At 31 December 2018
At 31 December 2017
At 1 January 2017
Associates
$m
Joint
ventures
$m
Total
$m
113
47
2
(9)
(4)
2
151
3
(6)
(5)
(3)
140
(28)
(18)
9
(37)
1
(36)
104
114
85
26
–
1
–
–
–
27
–
5
(32)
–
–
–
–
–
–
–
–
–
27
26
139
47
3
(9)
(4)
2
178
3
(1)
(37)
(3)
140
(28)
(18)
9
(37)
1
(36)
104
141
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 Group’s 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 hotel’s operating and capital budgets rest
solely with the 80.1% majority member. The Group’s 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
Group Financial Statements 14. Investment in associates and joint ventures continued
Summarised financial information in respect of the Barclay associate is set out below:
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
Group share of reported net assets at 19.9%
Adjustments to reflect capitalised costs, and additional rights and obligations
under the shareholder agreement
Carrying amount
Revenue
Loss for the period
Group’s share of loss for the period, including the cost of funding owner returns
31 December
2018
$m
31 December
2017
$m
529
70
(17)
(319)
263
52
7
59
540
41
(19)
(287)
275
55
10
65
12 months to
31 December
2018
$m
103
(13)
(8)
12 months to
31 December
2017
$m
90
(16)
(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.
2018
$m
2017
$m
Associates
2016
$m
Joint ventures
2018
$m
2017
$m
2016
$m
2018
$m
2017
$m
Total
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
15. Other financial assets
Equity securities measured at fair value
Quoted equity shares
Unquoted equity shares
Financial assets measured at amortised cost
Trade deposits and loans
Restricted funds
Bank accounts pledged as security
Total other financial assets
Analysed as:
Current
Non-current
2018
$m
8
108
116
50
55
40
145
261
1
260
261
2017
$m
10
117
127
43
32
42
117
244
16
228
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:
Investment in entity which owns:
InterContinental The Willard Washington DC
InterContinental San Francisco
InterContinental Grand Stanford Hong Kong
Other
Fair value
2018
$m
Dividend
incomea
2018
$m
31
31
16
38
116
–
6
2
1
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 Group’s 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:
At 1 January
Elimination of provision on adoption of IFRS 9
Disposals
At 31 December
138
IHG | Annual Report and Form 20-F 2018
2018
$m
(18)
18
–
–
2017
$m
(22)
–
4
(18)
Group Financial Statements 16. Trade and other receivables
Current
Trade receivables
Other receivables
Prepayments
Loans to and receivables from associates
2018
$m
474
27
111
1
613
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:
Americas
EMEAA
Greater China
The ageing of trade and other receivables, excluding prepayments, at the end of the reporting period is:
2018
$m
325
125
52
502
Not past due
Past due 1 to 30 days
Past due 31 to 180 days
Past due more than 180 days
Gross
$m
356
71
86
–
513
Credit loss
allowance
$m
(1)
(1)
(9)
–
(11)
2018
Net
$m
355
70
77
–
502
Gross
$m
333
68
82
71
554
Credit loss
allowance
$m
(1)
(2)
(7)
(67)
(77)
2017
$m
452
23
74
2
551
2017
$m
305
122
50
477
2017
Net
$m
332
66
75
4
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:
At 1 January
Adjustment arising on adoption of IFRS 9
Provided
Amounts written back
Amounts written off
Exchange adjustments
At 31 December
2018
$m
(77)
67
(28)
–
26
1
(11)
2017
$m
(69)
–
(15)
2
6
(1)
2016
$m
(56)
–
(25)
5
5
2
(77)
(69)
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes
139
Notes to the Group Financial Statements continued
17. Cash and cash equivalents
Cash at bank and in hand
Short-term deposits
Repurchase agreements
2018
$m
202
234
268
704
2017
$m
164
4
–
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 Group’s 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 Group’s central treasury company in the UK.
For the purposes of the Group statement of cash flows, cash and cash equivalents comprise the following:
Cash at bank and in hand
Short-term deposits
Repurchase agreements
Bank overdrafts (note 20)
2018
$m
202
234
268
704
(104)
600
Short-term deposits and repurchase agreements are highly liquid investments with an original maturity of three months or less.
18. Trade and other payables
Current
Trade payables
Other tax and social security payable
Other payables
Contingent purchase consideration
Accruals
Non-current
Other payables
Deferred and contingent purchase consideration
19. Provisions
At 1 January 2017 and 31 December 2017
Reclassification from other trade and other payables
(Released)/provided
Utilised
At 31 December 2018
Analysed as:
Current
Non-current
See note 30 for a description of and further
information on the Security Incidents provision.
140
IHG | Annual Report and Form 20-F 2018
2018
$m
132
44
95
7
340
618
34
124
158
Security
Incidents
$m
Litigation
$m
Insurance
reserves
$m
5
–
(2)
(3)
–
3
–
(1)
–
2
–
25
7
(7)
25
2018
$m
10
17
27
2017
$m
164
4
–
168
(110)
58
2017
Restated
$m
81
48
108
–
360
597
36
–
36
Total
$m
8
25
4
(10)
27
2017
$m
3
5
8
Group Financial Statements
19. Provisions continued
Provisions for insurance claims are mainly in respect of the Group’s workers compensation, employment practices liability and third-party
general liability insurances. The amounts are based on reserves held in the Group’s 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
Unsecured bank loans
Finance lease obligations
£400m 3.875% bonds 2022
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
Bank overdrafts
Total loans and other borrowings
Denominated in the following currencies:
Sterling
US dollars
Euros
Other
Current
$m
Non-current
$m
2018
Total
$m
–
235
509
385
447
569
2,145
104
2,249
–
219
509
385
447
569
2,129
–
2,129
1,341
1,341
219
569
–
329
577
2
Current
$m
Non-current
$m
–
16
–
–
–
–
16
110
126
–
124
2
–
262
215
538
406
472
–
1,893
–
1,893
1,416
477
–
–
2017
Total
$m
262
231
538
406
472
–
1,909
110
2,019
1,416
601
2
–
–
16
–
–
–
–
16
104
120
–
110
8
2
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:
120
2,129
2,249
126
1,893
2,019
Unsecured bank loans
Finance lease obligations
£400m 3.875% bonds 2022
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
Currency swaps:
Exchange of principal
Initial fee received
Unsecured bank loans
Finance lease obligations
£400m 3.875% bonds 2022
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
At 1 January
2018
$m
262
231
538
406
472
–
1,909
–
–
–
Cash flows
$m
(268)
–
–
–
–
559
291
(5)
3
(2)
Exchange
adjustments
$m
Other
$m
At 31 December
2018
$m
3
–
(30)
(23)
(26)
9
(67)
–
–
–
3
4
1
2
1
1
12
(2)
(3)
(5)
7
–
235
509
385
447
569
2,145
(7)
–
(7)
2,138
1,909
289
(67)
At 1 January
2017
$m
107
227
489
370
430
1,623
Cash flows
$m
153
–
–
–
–
153
Exchange
adjustments
$m
Other
$m
At 31 December
2017
$m
1
–
48
36
42
127
1
4
1
–
–
6
262
231
538
406
472
1,909
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes
141
Notes to the Group Financial Statements continued
20. Loans and other borrowings continued
Unsecured bank loans
Unsecured bank loans are borrowings under the Group’s 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:
Less than one year
Between one and five years
More than five years
Less: amount representing finance charges
Minimum
lease
payments
$m
16
72
3,212
3,300
(3,065)
235
2018
Present
value of
payments
$m
16
53
166
235
–
235
Minimum
lease
payments
$m
16
67
3,234
3,317
(3,086)
231
2017
Present
value of
payments
$m
16
49
166
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 Group’s cash pooling arrangements (see
note 17).
Facilities provided by banks
Committed
Uncommitted
Unutilised facilities expire:
Within one year
After two but before five years
Utilised
$m
Unutilised
$m
–
–
–
1,350
53
1,403
2018
Total
$m
1,350
53
1,403
Utilised
$m
Unutilised
$m
264
1
265
1,086
69
1,155
2018
$m
53
1,350
1,403
2017
Total
$m
1,350
70
1,420
2017
$m
69
1,086
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
Group Financial Statements
21. Net debt
Cash and cash equivalents
Loans and other borrowings – current
Derivatives hedging debt values (note 22)
– non-current
Net debt
Movement in net debt
Net increase/(decrease) in cash and cash equivalents, net of overdrafts
Add back cash flows in respect of other components of net debt:
Issue of long-term bonds, including effect of currency swaps
Decrease/(increase) in other borrowings
Decrease/(increase) in net debt arising from cash flows
Non-cash movements:
Finance lease obligations
(Increase)/decrease in accrued interest
Exchange and other adjustments
Decrease/(increase) in net debt
Net debt at beginning of the year
Net debt at end of the year
Information concerning Non-GAAP measures
can be found in the Strategic Report on page 36.
2018
$m
704
(120)
2017
$m
168
(126)
(2,129)
(1,893)
15
–
(1,530)
(1,851)
563
(75)
(554)
268
277
(4)
(3)
51
321
(1,851)
(1,530)
–
(153)
(228)
(4)
1
(114)
(345)
(1,506)
(1,851)
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes
143
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 Group’s revenue and cash flows. Movements in foreign exchange rates can affect the
Group’s reported profit, net liabilities and its interest cover. The most significant exposures of the Group are in currencies that are freely
convertible. The Group’s 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:
Currency swapsa
Forward foreign exchange contractsb
Analysed as:
Non-current assets
Current assets
a Designated as a cash flow hedge.
b Designated as net investment hedges.
2018
$m
2017
$m
7
1
8
7
1
8
–
–
–
–
–
–
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 Group’s 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 Group’s 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
Group Financial Statements 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 Group’s profit before tax
and net liabilities, and the impact of a rise in US dollar, euro and sterling interest rates on the Group’s 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.
Increase/(decrease) in profit before tax
Sterling: US dollar exchange rate
Euro: US dollar exchange rate
US dollar interest rates
Sterling interest rates
5¢ fall
5¢ fall
1% increase
1% increase
Decrease/(increase) in net liabilities
Sterling: US dollar exchange rate
Euro: US dollar exchange rate
Sterling: euro exchange rate
5¢ fall
5¢ fall
5¢ fall
2018
$m
4.1
(2.4)
(0.9)
5.5
25.8
23.1
31.9
2017
$m
4.0
(2.1)
(2.9)
0.3
44.1
(4.1)
–
2016
$m
5.2
(2.2)
(1.8)
1.3
47.2
(5.5)
–
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 Group’s 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 management’s forecasts and could in reality be different from expectations.
31 December 2018
Non-derivative financial liabilities:
Deferred and contingent consideration
Bank overdrafts
£400m 3.875% bonds 2022
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
Finance lease obligations
Trade and other payables
Derivative financial liabilities:
Forward foreign exchange contracts
Currency swaps hedging €500m 2.125% bonds 2027 outflows
Currency swaps hedging €500m 2.125% bonds 2027 inflows
31 December 2017
Non-derivative financial liabilities:
Bank overdrafts
Unsecured bank loans
£400m 3.875% bonds 2022
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
Finance lease obligations
Trade and other payables
Less than
1 year
$m
Between
1 and 2
years
$m
Between
2 and 5
years
$m
More than
5 years
$m
7
104
20
14
10
6
16
611
(1)
20
(6)
8
–
20
14
10
12
16
5
–
20
(12)
37
–
550
43
28
37
56
9
–
58
(37)
262
–
–
412
475
621
3,212
20
–
625
(621)
Less than
1 year
$m
Between
1 and 2
years
$m
Between
2 and 5
years
$m
More than
5 years
$m
110
264
21
15
10
16
597
–
–
21
15
10
16
5
–
–
601
46
30
51
11
–
–
–
445
510
3,234
20
Total
$m
314
104
590
483
523
676
3,300
645
(1)
723
(676)
Total
$m
110
264
643
521
560
3,317
633
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes
145
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 Poor’s, Moody’s and Fitch Ratings as a basis for setting its counterparty limits.
Short-term deposits
The table below analyses the Group’s short-term deposits at 31 December 2018 by counterparty credit rating:
Short-term deposits
AAA
76
AA-
70
A
88
Total
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
Government bonds
Supranational bonds
Collateral by credit rating
AAA
AA
AA-
2018
60
208
268
2018
207
34
27
268
In order to manage the Group’s 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 Group’s policy that all customers who wish to trade on credit
terms are subject to credit verification procedures.
In respect of credit risk arising from financial assets, the Group’s exposure to credit risk arises from default of the counterparty, with
a maximum exposure equal to the carrying amount of these instruments.
The carrying amount of financial assets represents the maximum exposure to credit risk.
Cash and cash equivalents
Derivative financial instruments
Financial assets measured at amortised cost:
Other financial assets
Trade and other receivables, excluding prepayments
Note
17
22
15
16
2018
$m
704
8
145
502
1,359
2017
$m
168
–
117
477
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 IHG’s 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 Group’s
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
Group Financial Statements 23. Fair value measurement
Fair values
The following table compares carrying amounts and fair values of the Group’s financial assets and liabilities:
Carrying
value
$m
Note
Financial assets
Financial assets measured at fair value:
Equity securities
Derivatives
Financial assets measured at amortised cost:
Cash and cash equivalents
Loans and other receivables:
Other financial assets
Trade and other receivables, excluding prepayments
Financial liabilities
Financial liabilities measured at fair value:
Deferred and contingent purchase consideration
Financial liabilities measured at amortised cost:
£400m 3.875% bonds 2022
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
Finance lease obligations
Unsecured bank loans
Bank overdrafts
Trade and other payables
Provisions
15
22
17
15
16
18
20
20
20
20
20
20
20
18
19
2018
Fair
value
$m
116
8
124
Carrying
value
$m
127
–
127
2017
Fair
value
$m
127
–
127
116
8
124
704
704
168
168
145
502
1,351
1,475
145
502
1,351
1,475
117
477
762
889
117
477
762
889
(131)
(131)
–
–
(509)
(385)
(447)
(569)
(235)
–
(104)
(645)
(27)
(543)
(399)
(417)
(566)
(313)
–
(104)
(645)
(27)
(538)
(406)
(472)
–
(231)
(262)
(110)
(633)
(8)
(593)
(441)
(454)
–
(318)
(262)
(110)
(633)
(8)
(2,921)
(3,052)
(3,014)
(3,145)
(2,660)
(2,660)
(2,819)
(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
Notes to the Group Financial Statements continued
23. Fair value measurement continued
Assets
Equity securities measured at fair value:
Quoted equity shares
Unquoted equity shares
Derivatives
Liabilities
Deferred and contingent purchase consideration
£400m 3.875% bonds 2022
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
Finance lease obligations
Level 1
$m
Level 2
$m
Level 3
$m
8
–
–
–
(543)
(399)
(417)
(566)
–
–
–
8
–
–
–
–
–
(313)
–
108
–
(131)
–
–
–
–
–
2018
Total
$m
8
108
8
(131)
(543)
(399)
(417)
(566)
(313)
Level 1
$m
Level 2
$m
Level 3
$m
10
–
–
–
(593)
(441)
(454)
–
–
–
–
–
–
–
–
–
–
(318)
–
117
–
–
–
–
–
–
–
2017
Total
$m
10
117
–
–
(593)
(441)
(454)
–
(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:
At 1 January 2017
Additions
Disposals
Valuation gains recognised in other comprehensive income
Valuation gains reclassified to the income statement on disposal
Exchange and other adjustments
At 31 December 2017
Additions
Acquisition of businesses (note 11)
Disposals
Valuation losses recognised in other comprehensive income
Contingent consideration paid
Change in fair value recorded in finance costs
Exchange and other adjustments
At 31 December 2018
Equity
securities
$m
Deferred and
contingent purchase
consideration
$m
142
2
(3)
48
(73)
1
117
4
–
(1)
(10)
–
–
(2)
108
–
–
–
–
–
–
–
–
131
–
–
(4)
5
(1)
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
Group Financial Statements 24. Reconciliation of profit for the year to cash flow from operations before contract acquisition costs
For the year ended 31 December 2018
Profit for the year
Adjustments for:
Net financial expenses
Income tax charge
Depreciation and amortisation
System Fund depreciation and amortisation
Impairment
Other exceptional items (including System Fund)
Equity-settled share-based cost
Dividends from associates and joint ventures
Increase in trade and other receivables
Increase in contract costs
Increase in deferred revenue
Increase in other trade and other payables
Utilisation of provisions, net of charge (2016: net of insurance recovery)
Retirement benefit contributions, net of costs
Cash flows relating to exceptional items
Contract assets deduction in revenue
Other items
Total adjustments
Cash flow from operations before contract acquisition costs
Note
8
6
6
26
14
19
2018
$m
352
81
133
80
45
–
151
38
5
(44)
(3)
141
7
(6)
(12)
(137)
19
4
502
854
2017
Restated
$m
2016
Restated
$m
541
459
72
115
78
36
18
(13)
27
4
(71)
(5)
43
35
–
(1)
(44)
17
(3)
308
849
80
173
75
31
16
13
23
5
(27)
(4)
109
39
(4)
(32)
(19)
13
–
491
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 member’s 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 Plan’s 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
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:
Net interest expense
Administration costs
Operating profit before
exceptional items
Exceptional items:
Settlement loss including
transaction costs
2018
$m
2017
$m
1
–
1
–
1
1
–
1
–
1
Pension plans
UK
2016
$m
1
–
1
–
1
2018
$m
2017
$m
2
–
2
15
17
2
1
3
–
3
US
2016
$m
2
1
3
–
3
US Post-employment
benefits
2018
$m
2017
$m
2016
$m
2018
$m
2017
$m
1
–
1
–
1
1
–
1
–
1
1
–
1
–
1
4
–
4
15
19
4
1
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:
Return on plan assets (excluding
amounts included in interest)
Actuarial gains and losses arising
from changes in:
Demographic assumptions
Financial assumptions
Experience adjustments
Change in asset restriction (excluding
amounts included in interest)
Other comprehensive income
Plan
assets
$m
Plan
obligations
$m
(8)
–
–
–
3
(5)
–
–
14
3
–
17
2018
Total
$m
(8)
–
14
3
3
12
Plan
assets
$m
Plan
obligations
$m
9
–
–
–
(3)
6
–
1
(9)
(2)
–
(10)
2017
Total
$m
9
1
(9)
(2)
(3)
(4)
Plan
assets
$m
Plan
obligations
$m
–
–
–
–
–
–
–
–
6
(11)
1
–
(4)
The assets and liabilities of the schemes and the amounts recognised in the Group statement of financial position are:
Retirement benefit assets
Fair value of plan assets
Present value of benefit obligations
Surplus in schemes
Asset restriction
Total retirement benefit assets
Retirement benefit obligations
Fair value of plan assets
Present value of benefit obligations
Total retirement benefit obligations
Total fair value of plan assets
Total present value of benefit obligations
2018
$m
UK
2017
$m
2018
$m
–
–
–
–
–
–
(24)
(24)
–
(24)
–
–
–
–
–
–
(29)
(29)
–
(29)
–
–
–
–
–
–
(45)
(45)
–
(45)
Pension plans
US
2017
$m
152
(146)
6
(3)
3
–
(51)
(51)
152
(197)
US Post-employment
benefits
2018
$m
2017
$m
2018
$m
–
–
–
–
–
–
(22)
(22)
–
(22)
–
–
–
–
–
–
(24)
(24)
–
(24)
–
–
–
–
–
–
(91)
(91)
–
(91)
150
IHG | Annual Report and Form 20-F 2018
Total
2016
$m
4
1
5
–
5
2016
Total
$m
6
(11)
1
–
(4)
Total
2017
$m
152
(146)
6
(3)
3
–
(104)
(104)
152
(250)
Group Financial Statements 25. Retirement benefits continued
Assumptions
The principal financial assumptions used by the actuaries to determine the benefit obligations are:
Pensions increases
Discount rate
Inflation rate
Healthcare cost trend rate assumed
for next year:
Pre-65 (ultimate rate
reached in 2025)
Post-65 (ultimate rate
reached in 2024)
Ultimate rate that the cost trend rate
trends to
2018
%
3.2
3.0
3.2
2017
%
3.2
2.6
3.2
UK
2016
%
3.3
2.7
3.3
Pension plans
US
2016
%
–
3.7
–
2018
%
–
3.9
–
2017
%
–
3.3
–
US Post-employment
benefits
2017
%
–
3.3
–
7.7
8.7
4.5
2016
%
–
3.8
–
7.0
8.3
4.5
2018
%
–
4.0
–
7.1
7.6
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:
Current pensioners at 65a
– male
Future pensioners at 65b
– male
– female
– female
2018
Years
2017
Years
24
26
25
28
24
26
25
28
UK
2016
Years
24
26
25
28
Pension plans
US
2016
Years
21
23
22
24
2018
Years
2017
Years
21
23
22
24
21
23
22
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:
Pensions increases
– 0.25% decrease
Discount rate
Inflation rate
– 0.25% increase
– 0.25% decrease
– 0.25% increase
– 0.25% increase
– 0.25% decrease
Mortality rate
– One year increase
UK
US
Higher/
(lower)
pension
cost
$m
Increase/
(decrease)
in liabilities
$m
Higher/
(lower)
pension
cost
$m
Increase/
(decrease)
in liabilities
$m
–
0.1
–
0.1
0.1
–
0.1
(1.0)
1.0
1.0
(1.0)
1.0
(1.0)
0.6
–
–
(0.1)
0.1
–
–
0.1
–
–
1.6
(1.5)
–
–
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
Notes to the Group Financial Statements continued
25. Retirement benefits continued
Movement in benefit obligation
Benefit obligation at 1 January
Interest expense
Benefits paid
Settlement payments
Settlement loss
Re-measurement (gains)/losses
Exchange adjustments
Benefit obligation at 31 December
Comprising:
Funded plans
Unfunded plans
Movement in plan assets
Fair value of plan assets at 1 January
Company contributions
Benefits paid
Settlement payments
Interest income
Re-measurement (losses)/gains
Settlement transaction costs
Fair value of plan assets at 31 December
UK
2017
$m
27
1
(1)
–
–
–
2
29
–
29
29
UK
2017
$m
–
1
(1)
–
–
–
–
–
Pension plans
US
2017
$m
195
7
(13)
–
–
8
–
197
146
51
197
US Post-employment
benefits
2018
$m
24
2017
$m
22
1
(1)
–
–
(2)
–
22
–
22
22
1
(1)
–
–
2
–
24
–
24
24
Pension plans
US
2017
$m
148
4
(13)
–
5
9
(1)
152
US Post-employment
benefits
2018
$m
2017
$m
–
1
(1)
–
–
–
–
–
–
1
(1)
–
–
–
–
–
2018
$m
197
4
(9)
(150)
14
(11)
–
45
–
45
45
2018
$m
152
14
(9)
(150)
2
(8)
(1)
–
2018
$m
29
1
(1)
–
–
(4)
(1)
24
–
24
24
2018
$m
–
1
(1)
–
–
–
–
–
Company payments are expected to be $6m in 2019.
The plan assets are measured at fair value and comprise the following:
Investments quoted in active markets
Investment funds: fixed income securities
Unquoted investments
Cash
Movement in asset restriction
Balance at 1 January
Re-measurement (losses)/gains
Balance at 31 December
2018
$m
–
–
–
UK
2017
$m
–
–
–
Pension plans
US
2017
$m
–
3
3
2018
$m
3
(3)
–
US Post-employment
benefits
2018
$m
2017
$m
2018
$m
–
–
–
–
–
–
3
(3)
–
2018
$m
250
6
(11)
(150)
14
(17)
(1)
91
–
91
91
2018
$m
152
16
(11)
(150)
2
(8)
(1)
–
2018
$m
–
–
–
Total
2017
$m
244
9
(15)
–
–
10
2
250
146
104
250
Total
2017
$m
148
6
(15)
–
5
9
(1)
152
US
2017
$m
150
2
152
Total
2017
$m
–
3
3
152
IHG | Annual Report and Form 20-F 2018
Group Financial Statements 25. Retirement benefits continued
Estimated future benefit payments
Within one year
Between one and five years
More than five years
2018
$m
–
3
16
19
UK
2017
$m
–
3
17
20
Average duration of obligation (years)
19.5
20.5
Pension plans
US
2017
$m
14
53
62
129
10.3
2018
$m
4
14
15
33
9.2
US Post-employment
benefits
2018
$m
1
6
7
14
9.6
2017
$m
1
6
7
14
10.4
2018
$m
5
23
38
66
Total
2017
$m
15
62
86
163
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 participant’s 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
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:
Weighted average share price
Expected dividend yield
Risk-free interest rate
Volatilitya
Term (years)
APP
LTIP
Binomial valuation model
Monte Carlo Simulation and
Binomial valuation model
2018
2017
2016
2018
2017
2016
4,645.0p
3,781.0p
2,725.0p
4,774.0p
4,300.0p
2,846.0p
n/a
n/a
n/a
3.0
3.0
3.0
2.27%
0.84%
25%
3.0
2.05%
0.10%
24%
3.0
2.55%
0.36%
24%
3.0
a The expected volatility was determined by calculating the historical volatility of the Company’s share price corresponding to the expected life of the share award.
Movements in the awards outstanding under the schemes are as follows:
APP
Number of shares
thousands
Performance-related
awards
Number of shares
thousands
LTIP
Restricted
stock units
Number of shares
thousands
Outstanding at 1 January 2016
Granted
Vested
Share capital consolidation
Lapsed or cancelled
Outstanding at 31 December 2016
Granted
Vested
Share capital consolidation
Lapsed or cancelled
Outstanding at 31 December 2017
Granted
Vested
Lapsed or cancelled
Outstanding at 31 December 2018
Fair value of awards granted during the year (cents)
2018
2017
2016
Weighted average remaining contract life (years)
At 31 December 2018
At 31 December 2017
At 31 December 2016
689
336
(229)
(104)
(7)
685
235
(263)
(21)
(20)
616
176
(199)
(2)
591
6,066.2
4,959.3
3,671.9
1.0
1.2
1.2
5,275
889
(915)
–
(1,048)
4,201
280
(928)
–
(1,160)
2,393
257
(702)
(860)
1,088
4,748.7
4,133.2
1,768.0
0.8
0.6
0.9
–
467
–
–
(18)
449
525
–
–
(58)
916
527
–
(142)
1,301
5,966.0
5,251.0
3,624.5
1.2
1.7
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
Group Financial Statements 27. Equity
Equity share capital
Allotted, called up and fully paid
At 1 January 2016 (ordinary shares of 15265⁄329p each)
Share capital consolidation
Exchange adjustments
At 31 December 2016 (ordinary shares of 18318⁄329p each)
Share capital consolidation
Exchange adjustments
At 31 December 2017 (ordinary shares of 1917⁄21p each)
Exchange adjustments
At 31 December 2018 (ordinary shares of 1917⁄21p each)
Number
of shares
millions
Nominal
value
$m
Share
premium
$m
248
(42)
–
206
(9)
–
197
–
197
58
–
(10)
48
–
5
53
(3)
50
111
–
(18)
93
–
8
101
(5)
96
Equity
share
capital
$m
169
–
(28)
141
–
13
154
(8)
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 18 318/329p per share for every
6 existing ordinary shares of 15 265/329p, 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 18 318/329p, 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 Company’s 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 Group’s 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
Notes to the Group Financial Statements continued
27. Equity continued
Cash flow hedging reserve
The cash flow hedging reserve is analysed as follows:
At 1 January 2018
Costs of hedging deferred and recognised in other comprehensive income
Change in fair value of currency swaps recognised in other comprehensive income
Reclassified from other comprehensive income to profit or loss – included in financial expenses
Deferred tax
At 31 December 2018
Cash flow hedging reserve
Value of
currency
swaps
$m
Costs of
hedging
$m
–
–
4
(8)
1
(3)
–
(1)
–
–
–
(1)
Total
$m
–
(1)
4
(8)
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:
Due within one year
One to two years
Two to three years
Three to four years
Four to five years
More than five years
2018
$m
56
54
67
35
31
266
509
2017
$m
56
46
45
60
30
297
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 Group’s 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 Group’s 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
Group Financial Statements 29. Capital and other commitments
Contracts placed for expenditure not provided for in the Financial Statements:
Property, plant and equipmenta
Intangible assets
Key money
2018
$m
46
7
83
136
2017
$m
18
27
59
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 Group’s 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 Group’s 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 EU’s State Aid investigation into the UK’s 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 Group’s financial position.
At 31 December 2018, the Group had no other contingent liabilities (2017: $nil).
31. Related party disclosures
Total compensation of key management personnel
Short-term employment benefits
Contributions to defined contribution pension plans
Equity compensation benefits
Termination benefits
2018
$m
18.2
0.5
13.0
–
31.7
2017
$m
21.3
0.6
10.2
1.9
34.0
2016
$m
19.2
0.8
7.4
–
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
Notes to the Group Financial Statements continued
31. Related party disclosures continued
Related party disclosures for associates and joint ventures are as follows:
Revenue from associates
and joint ventures
Loans to associates
Other amounts owed by
associates and joint ventures
Amounts owed to associates and
joint ventures
2018
$m
2017
$m
Associates
2016
$m
Joint ventures
2018
$m
2017
$m
2016
$m
2018
$m
2017
$m
9
–
1
2
8
–
2
–
5
9
1
–
1
–
–
–
1
–
–
–
1
–
–
–
10
–
1
2
9
–
2
–
Total
2016
$m
6
9
1
–
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:
Assessment fees and contributions received from hotels
Loyalty programme revenuesb
System Fund expenses include:
Marketingc
Payroll costs (note 4)
Depreciation and amortisation
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.
2018
$m
979
254
1,233
2018
$m
427
347
45
2017
Restateda
$m
2016
Restateda
$m
934
308
1,242
2017
$m
405
339
36
887
312
1,199
2016
$m
415
311
31
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 IHG’s 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
Group Financial Statements 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.
Fully owned subsidiaries
“IHG Management” d.o.o. Beograd (j)
24th Street Operator Sub, LLC (g) (k)
36th Street IHG Sub, LLC (g) (k)
426 Main Ave LLC (g) (k)
46 Nevins Street Associates, LLC (g) (k)
2250 Blake Street Hotel, LLC (g) (k)
Allegro Management LLC (g) (k)
Alpha Kimball Hotel LLC (g) (k)
American Commonwealth Assurance Co. Ltd. (m)
Asia Pacific Holdings Limited (n)
Barclay Operating Corp. (cj)
BHMC Canada Inc. (o)
BHR Holdings B.V. (p)
BHR Pacific Holdings, Inc. (k)
BHTC Canada Inc. (o)
Blythswood Square Glasgow Hotel OpCo Ltd (n)
BOC Barclay Sub LLC (g) (cj)
Bristol Oakbrook Tenant Company (k)
Café Biarritz (n)
Cambridge Lodging LLC (g) (k)
Capital Lodging LLC (g) (k)
CF Irving Owner, LLC (g) (k)
CF McKinney Owner, LLC (g) (k)
CF Waco Owner, LLC (g) (k)
Compañia Inter-Continental De Hoteles
El Salvador SA (n)
Crowne Plaza LLC (g) (k)
Cumberland Akers Hotel LLC (g) (k)
Dunwoody Operations, Inc. (k)
Edinburgh George Street Hotel OpCo Ltd (n)
Edinburgh IC Limited (s)
EVEN Real Estate Holding LLC (g) (k)
General Innkeeping Acceptance Corporation (b) (l)
Grand Central Glasgow Hotel OpCo Limited (n)
Guangzhou SC Hotels Services Ltd. (t)
H.I. (Ireland) Limited (u)
HI Sugarloaf, LLC (g) (ci)
Hale International Ltd. (v)
HC International Holdings, Inc. (w)
HH France Holdings SAS (x)
HH Hotels (EMEA) B.V. (p)
HH Hotels (Romania) SRL (y)
HIM (Aruba) NV (z)
Hoft Properties LLC (g) (k)
Holiday Hospitality Franchising, LLC (g) (k)
Holiday Inn Mexicana S.A. de C.V. (ab)
Holiday Inns (China) Ltd (ac)
Holiday Inns (Chongqing), Inc. (l)
Holiday Inns (Courtalin) Holdings SAS (x)
Holiday Inns (Courtalin) SAS (b) (x)
Holiday Inns (England) Limited (n)
Holiday Inns (Germany), LLC (g) (l)
Holiday Inns (Guangzhou), Inc. (l)
Holiday Inns (Jamaica) Inc. (l)
Holiday Inns (Middle East) Limited (ac)
Holiday Inns (Philippines), Inc. (l)
Holiday Inns (Saudi Arabia), Inc. (l)
Holiday Inns (Thailand) Ltd. (ac)
Holiday Inns (UK), Inc. (l)
Holiday Inns Crowne Plaza (Hong Kong), Inc. (l)
Holiday Inns Holdings (Australia) Pty Ltd (aa)
Holiday Inns Inc. (k)
Holiday Inns Investment (Nepal) Ltd. (ac)
Holiday Inns of America (UK) Limited (n)
Holiday Inns of Belgium N.V. (ad)
Holiday Pacific Equity Corporation (k)
Holiday Pacific LLC (g) (k)
Holiday Pacific Partners, LP (k)
Hotel InterContinental London (Holdings)
Limited (n)
Hotel Inter-Continental London Limited (n)
Hoteles Y Turismo HIH SRL (n)
IC Hotelbetriebsfuhrungs GmbH (ae)
IC Hotels Management (Portugal) Unipessoal,
Lda (af)
IC International Hotels Limited Liability
Company (ag)
IHC Buckhead, LLC (g) (ci)
IHC Edinburgh (Holdings) (n)
IHC Hopkins (Holdings) Corp. (k)
IHC Hotel Limited (n)
IHC Inter-Continental (Holdings) Corp. (k)
IHC London (Holdings) (n)
IHC May Fair (Holdings) Limited (n)
IHC May Fair Hotel Limited (n)
IHC M-H (Holdings) Corp. (k)
IHC Overseas (U.K.) Limited (n)
IHC UK (Holdings) Limited (n)
IHC United States (Holdings) Corp. (b) (k)
IHC Willard (Holdings) Corp. (k)
IHG (Australasia) Limited (d) (ai)
IHG (Marseille) SAS (x)
IHG (Myanmar) Ltd (ah)
IHG (Thailand) Limited (aj)
IHG Bangkok Ltd (v)
IHG Brasil Administracao de Hoteis e Servicos
Ltda (ak)
IHG Commission Services SRL (co)
IHG Community Development, LLC (g) (ci)
IHG de Argentina SA (al)
IHG ECS (Barbados) SRL (co)
IHG Franchising Brasil Ltda (bd)
IHG Franchising DR Corporation (k)
IHG Franchising, LLC (g) (k)
IHG Hotels (New Zealand) Limited (an)
IHG Hotels Limited (n)
IHG Hotels Management (Australia) Pty
Limited (d) (aa)
IHG Hotels Nigeria Limited (ao)
IHG Hotels South Africa (Pty) Limited (ap)
IHG International Partnership (n)
IHG Istanbul Otel Yönetim Limited Sirketi (bx)
IHG Japan (Management) LLC (ar)
IHG Japan (Osaka) LLC (ar)
IHG Management (Maryland) LLC (g) (as)
IHG Management (Netherlands) B.V. (p)
IHG Management MD Barclay Sub LLC (g) (cj)
IHG Management SL d.o.o (bo)
IHG Orchard Street Member, LLC (g) (k)
IHG PS Nominees Limited (n)
IHG Systems Pty Ltd (d) (aa)
IHG Szalloda Budapest Szolgaltato Kft. (at)
IND East Village SD Holdings, LLC (g) (k)
InterContinental Berlin Service Company
GmbH (au)
InterContinental (Branston) 1 Limited (c) (n)
InterContinental (PB) 1 (n)
InterContinental (PB) 2 (ay)
InterContinental (PB) 3 Limited (n)
InterContinental Brasil Administracao
de Hoteis Ltda (q)
Inter-Continental D.C. Operating Corp. (k)
Inter-Continental Florida Investment Corp. (k)
Inter-Continental Florida Partner Corp. (k)
InterContinental Gestion Hotelera S.L. (by)
Inter-Continental Hospitality Corporation (k)
InterContinental Hotel Berlin GmbH (au)
InterContinental Hotel Düsseldorf GmbH (av)
Inter-Continental Hoteleira Limitada (aw)
Inter-Continental Hotels (Montreal) Operating
Corp. (ax)
Inter-Continental Hotels (Montreal) Owning
Corp. (ax)
InterContinental Hotels (Puerto Rico) Inc. (az)
Inter-Continental Hotels (Singapore) Pte. Ltd. (ai)
Inter-Continental Hotels Corporation (k)
Inter-Continental Hotels Corporation de Venezuela
C.A. (ba)
Intercontinental Hotels Corporation Limited (d) (m)
InterContinental Hotels Group (Asia Pacific)
Pte Ltd (ai)
InterContinental Hotels Group (Australia) Pty
Limited (aa)
InterContinental Hotels Group (Canada) Inc. (o)
InterContinental Hotels Group (España) SA (by)
InterContinental Hotels Group (Greater China)
Limited (ac)
InterContinental Hotels Group (India) Pvt. Ltd (aq)
InterContinental Hotels Group (Japan) Inc. (l)
InterContinental Hotels Group (New Zealand)
Limited (an)
InterContinental Hotels Group (Shanghai) Ltd. (bb)
InterContinental Hotels Group Customer Services
Limited (n)
InterContinental Hotels Group do Brasil
Limitada (bc)
InterContinental Hotels Group Healthcare Trustee
Limited (n)
InterContinental Hotels Group Operating Corp. (e) (k)
InterContinental Hotels Group Resources Inc. (b) (k)
InterContinental Hotels Group Services Company (n)
InterContinental Hotels Italia, S.r.L. (be)
InterContinental Hotels Limited (a) (n)
InterContinental Hotels Management GmbH (bf)
InterContinental Hotels Nevada Corporation (ck)
Inter-Continental Hotels of San Francisco Inc. (k)
Inter-Continental IOHC (Mauritius) Limited (bg)
InterContinental Management AM LLC (cm)
InterContinental Management Bulgaria EOOD (bp)
InterContinental Management France SAS (x)
InterContinental Management Poland sp. z.o.o (cn)
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes
159
Subsidiaries where the effective interest
is less than 100%
H.I. Soaltee Management Company Ltd (76.5%) (ac)
IHG ANA Hotels Group Japan LLC (74.66%) (ar)
IHG ANA Hotels Holdings Co., Ltd. (66%) (ar)
Regent Hospitality Worldwide, Inc. (51%) (bt)
World Trade Centre Montreal Hotel Corporation
(74.11%) (bl)
Associates and joint ventures
111 East 48th Street Holdings LLC (19.9%) (g) (h) (k)
Alkoer, S. de R.L. de C.V. (50%) (h) (cg)
BCRE IHG 180 Orchard Holdings LLC (49%) (g) (cf)
Beijing Orient Express Hotel Co., Ltd. (16.24%) (bm)
Blue Blood (Tianjin) Equity Investment
Management Co., Limited (30.05%) (bn)
Carr Clark SWW Subventure, LLC (26.67%) (g) (ca)
Carr Waterfront Hotel, LLC (11.46%) (g) (h) (ca)
China Hotel Investment Limited (30.05%) (i) (am)
Desarrollo Alkoer Irapuato S. de R.L. de C.V.
(50%) (cg)
Desarrollo Alkoer Saltillo S. de R.L. de C.V.
(50%) (cg)
Desarrollo Alkoer Silao S. de R.L. de C.V. (50%) (cg)
Gestion Hotelera Gestel, C.A. (50%) (c) (h) (ba)
H.I. Soaltee Hotel Company Private Ltd (33.4%) (br)
Hotel JV Services LLC (17.8%) (c) (g) (cb)
Inter-Continental Hotels Saudi Arabia Limited
(40%) (bs)
NF III Seattle, LLC (25%) (g) (cc)
Nuevas Fronteras S.A. (23.66%) (cd)
Panacon (33.33%) (ce)
President Hotel & Tower Co Ltd. (30%) (bu)
Tianjin ICBCI IHG Equity Investment Fund
Management Co., Limited (21.04%) (bv)
Notes to the Group Financial Statements continued
34. Group companies continued
Fully owned subsidiaries continued
InterContinental Overseas Holding Corporation (k)
KG Benefits LLC (g) (k)
KG Gift Card Inc. (bz)
KG Liability LLC (g) (k)
KG Technology, LLC (g) (k)
KHP Washington Operator LLC (g) (k)
KHRG 11th Avenue Hotel LLC (g) (k)
KHRG 851 LLC (g) (k)
KHRG Aertson LLC (g) (k)
KHRG Alexis, LLC (g) (k)
KHRG Allegro, LLC (g) (k)
KHRG Argyle, LLC (g) (k)
KHRG Austin Beverage Company, LLC (g) (k)
KHRG Baltimore, LLC (g) (k)
KHRG Born LLC (g) (k)
KHRG Boston Hotel, LLC (g) (k)
KHRG Canary LLC (g) (k)
KHRG Cayman LLC (g) (k)
KHRG Cayman Employer Ltd. (k)
KHRG DC 1731 LLC (g) (k)
KHRG DC 2505 LLC (g) (k)
KHRG Donovan LLC (g) (k)
KHRG Employer, LLC (g) (k)
KHRG Goleta LLC (g) (k)
KHRG Gray LLC (g) (k)
KHRG Gray U2 LLC (g) (k)
KHRG Huntington Beach LLC (g) (k)
KHRG Key West LLC (g) (k)
KHRG King Street, LLC (g) (k)
KHRG La Peer LLC (g) (k)
KHRG Miami Beach LLC (g) (k)
KHRG Muse LLC (g) (k)
KHRG NPC LLC (g) (k)
KHRG Onyx LLC (g) (k)
KHRG Palladian LLC (g) (k)
KHRG Palomar Phoenix LLC (g) (k)
KHRG Philly Monaco LLC (g) (k)
KHRG Pittsburgh LLC (g) (k)
KHRG Reynolds LLC (g) (k)
KHRG Riverplace LLC (g) (k)
KHRG Sacramento LLC (g) (k)
KHRG Savannah LLC (g) (k)
KHRG Schofield LLC (g) (k)
KHRG Sedona LLC (g) (k)
KHRG SFD LLC (g) (k)
KHRG South Beach LLC (g) (k)
KHRG State Street LLC (g) (k)
KHRG Sutter LLC (g) (k)
KHRG Sutter Union LLC (g) (k)
KHRG Taconic LLC (g) (k)
KHRG Tariff LLC (g) (k)
KHRG Texas Hospitality, LLC (g) (k)
KHRG Texas Operations, LLC (g) (k)
KHRG Tryon LLC (g) (k)
KHRG Vero Beach, LLC (g) (k)
KHRG Vintage Park LLC (g) (k)
KHRG VZ Austin LLC (g) (k)
KHRG Wabash LLC (g) (k)
KHRG Westwood, LLC (g) (k)
KHRG Wilshire LLC (g) (k)
KHRG Zamora LLC (g) (k)
Kimpton Hollywood Licenses LLC (g) (k)
Kimpton Hotel & Restaurant Group, LLC (g) (k)
Kimpton Phoenix Licenses Holdings LLC (g) (k)
Kimpton Sedona Licenses LLC (g) (k)
Louisiana Acquisitions Corp. (k)
Manchester Oxford Street Hotel OpCo Limited (n)
Mercer Fairview Holdings LLC (g) (k)
Met Leeds Hotel OpCo Limited (n)
MH Lodging LLC (g) (k)
PML Services LLC (g) (as)
Pollstrong Limited (n)
Powell Pine, Inc. (k)
Priscilla Holiday of Texas, Inc. (cl)
PT Regent Indonesia (r)
PT SC Hotels & Resorts Indonesia (bh)
Regent Asia Pacific Hotel Management Ltd (bw)
Regent Asia Pacific Management Ltd (cp)
Regent Berlin GmbH (cq)
Regent International Hotels Ltd (bw)
Resort Services International (Cayo Largo) L.P. (ci)
Roxburghe Hotel Edinburgh OpCo Limited (n)
Russell London Hotel OpCo Limited (n)
SBS Maryland Beverage Company LLC (g) (as)
SC Hotels International Services, Inc. (k)
SC Leisure Group Limited (n)
SC NAS 2 Limited (n)
SC Quest Limited (n)
SC Reservations (Philippines) Inc. (l)
SCH Insurance Company (bi)
SCIH Branston 3 (n)
Semiramis for training of Hotel Personnel
and Hotel Management SAE (ch)
SF MH Acquisition LLC (g) (k)
Six Continents Corporate Services (ay)
Six Continents Holdings Limited (n)
Six Continents Hotels de Colombia SA (bj)
Six Continents Hotels International Limited (n)
Six Continents Hotels, Inc. (k)
Six Continents International Holdings B.V. (p)
Six Continents Investments Limited (f) (n)
Six Continents Limited (n)
Six Continents Overseas Holdings Limited (n)
Six Continents Restaurants Limited (n)
SixCo North America, Inc. (w)
Solamar Lodging LLC (g) (k)
Southern Pacific Hotel Corporation (BVI) Ltd. (v)
Southern Pacific Hotels Properties Limited (v)
SPHC Group Pty Ltd. (aa)
SPHC Management Ltd. (bq)
St David’s Cardiff Hotel OpCo Limited (n)
The Grand Central Hotel Glasgow Limited (n)
The Met Hotel Leeds Limited (n)
The Principal Edinburgh George Street Limited (n)
The Principal London Limited (n)
The Principal Manchester Limited (n)
The Principal York Limited (n)
The Roxburghe Hotel Edinburgh Limited (s)
Universal de Hoteles SA (bj)
White Shield Insurance Company Limited (bk)
Wotton House Hotel OpCo Limited (n)
York Station Road Hotel OpCo Limited (n)
160
IHG | Annual Report and Form 20-F 2018
Group Financial Statements 34. Group companies continued
Key
(a)
Directly owned by InterContinental
Hotels Group PLC
(e)
(f)
(g)
(b) Ordinary shares and preference shares
(c) Ordinary A and ordinary B shares
Ordinary shares and redeemable
(d)
preference shares
1/4 vote ordinary shares and ordinary
shares
Ordinary shares, 5% cumulative
preference shares and 7% cumulative
preference shares
The entities do not have share capital
and are governed by an operating
agreement
Accounted for as associates and joint
ventures due to IHG’s decision-making
rights contained in the partnership
agreement
Accounted for as an other financial
asset due to IHG being unable to
exercise significant influence over
the financial and operating policy
decisions of the entity
(h)
(i)
Registered addresses
(j)
(k)
Krunska 73, Beograd, 11000, Serbia
251 Little Falls Drive, Wilmington, DE 19808,
USA
2908 Poston Avenue, Nashville, TN 37203,
USA
Clarendon House, 2 Church Street, Hamilton
HM11, Bermuda
Broadwater Park, Denham,
Buckinghamshire, UB9 5HR, UK
199 Bay Street, Suite 2800, Commerce
Court West, Toronto, ON M5L 1A9, Canada
Kingsfordweg 151, 1043 GR Amsterdam,
The Netherlands
Alameda Jau 536, Suite 3s-A, 01420-000
Sao Paulo, Brazil
Gedung Mega Plaza Lantai 12, JI. H. R. Rasuna
Said Kav. C-3, Kelurahan Karet, Kecamtan
Setiabudi, Jakarta Seltan, Indonesia
Caledonian Exchange, 19a Canning Street,
Edinburgh, EH3 8HE, UK
Building 4, No. 13 Xiao Gang Zhong Ma Road,
Zhuhai District, Guangzhou, Guangdong,
P.R. China
29 Earlsfort Terrace, Dublin 2, D02 AY28,
Ireland
Craigmuir Chambers, Road Town, Tortola
VG1110, British Virgin Islands
Wilmington Trust SP Services, Inc. 1105
North Market Street, Suite 1300, Wilmington,
DE 19801, USA
31–33 rue Mogador – 75009 Paris, France
Bucharest, 1st District, 50–52 Buzesti St,
83 module, 11 floor, Romania
230 J E Irausquin Boulevard, Palm Beach,
Aruba
Level 11, 20 Bond Street, Sydney NSW 2000,
Australia
Ontario # 1050, Col. Providencia.
Guadalajara, Jalisco CP 44630, Mexico
Level 54, Hopewell Center, 183 Queen’s
Road East, Hong Kong
Rond Punt Schumanplein 11, 1040 Brussels,
Belgium
Johannesgasse 28, 1030 Wien,
Am Heumarkt 4, 1030 Wien, Austria
(l)
(m)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
(u)
(v)
(w)
(x)
(y)
(z)
(aa)
(ab)
(ac)
(ad)
(ae)
(bn)
(bo)
(bp)
(bq)
Road, Beijing Economy and Technology
Development Zone, Beijing, P.R.China
Room N306, 3rd Floor, Building 6, Binhai
Financial Street, No. 52 West Xincheng Road,
Tianjin Economy and Technology
Development Zone, Tianjin, P.R. China
Cesta v Mestni log 1, 1000 Ljubljana,
Slovenia
51B Bulgaria Blvd, 4th Floor, District Triaditsa,
Sofia, 1404, Bulgaria
C/o Holiday Inn & Suites, Cnr Waigani Drive
& Wards Road, Port Moresby, National
Capital District, Papua New Guinea
(br) Tahachal, Kathmandu, Nepal
(bs)
Madinah Road, Jeddah, P.O Box 9456,
Post Code 21413, Jeddah, Saudi Arabia
Maples Corporate Services Ltd. – PO Box
309, Ugland House, Grand Cayman –
KY-1104, Cayman Islands
971, 973 Ploenchit Road, Lumpini,
Pathumwan, Bangkok 10330, Thailand
Room R316, 3rd Floor, Building 6, Binhai
Financial Street, No. 52 West Xincheng Road,
Tianjin Economy and Technology
Development Zone, Tianjin, P.R. China
14th Floor, South China Building, 1-3
Wyndham Street, Hong Kong
Eski Büyükdere Cd. Park Plaza No:14 K:4
Maslak – Sarıyer, Istanbul, Turkey
Paseo de la Castellana 49, 28046 Madrid,
Spain
2710 Gateway Oaks Drive, Suite 150N,
Sacramento, CA 95833-3505, USA
Carr Hospitality, LLC, 1455 Pennsylvania
Avenue, NW, Suite 100, Washington,
DC 20004, USA
2711 Centerville Road, Suite 400,
Wilmington, DE 19805, USA
2000 Monarch Tower, 3424 Peachtree Road,
N.E., Atlanta, GA 30326, USA
Moreno 809 2 Piso, Buenos Aires, Argentina
Pan-American Life Insurance Company, 601
Poydras Street, New Orleans, LA 70130, USA
Brack Capital Real Estate Ltd., 885 Third
Avenue, 24th Floor, New York, NY 10022, USA
Avenida Ejercito Nacional Mexicano No. 769,
Torre B Piso 8, Granada, Miguel Hidalgo,
Ciudad de México, CP 11520, Mexico
Ground Floor, Al Kamel Law Building, Plot
52-b, Banks Area, Six of October City, Egypt
40 Technology Pkwy South, #300 Norcross
GA 30092, USA
80 State Street, Albany NY 12207-2543, USA
2215-B Renaissance Drive, Las Vegas, NV
89119, USA
11003 Onion Creek Court, Austin, TX 78747,
USA
10 Vazgen Sargsyan, Office 114, Yerevan, RA
0010, Armenia
Al. Jerozolimskie 56C, 00-803 Warsaw, Poland
Suite 1, Ground Floor, The Financial Services
Centre, Bishops Court Hill, St. Michael,
Barbados, BB14004
Brumby Centre, Lot 42, Jalan Muhibbah,
87000 Labuan F.T., Malaysia
Charlottenstrasse 49, Berlin, 10117, Germany
(bt)
(bu)
(bv)
(bw)
(bx)
(by)
(bz)
(ca)
(cb)
(cc)
(cd)
(ce)
(cf)
(cg)
(ch)
(ci)
(cj)
(ck)
(cl)
(cm)
(cn)
(co)
(cp)
(cq)
(ai)
(aj)
(al)
(at)
(ar)
(af)
(as)
(ak)
(an)
(ah)
(ao)
(ap)
(ag)
(aq)
(am)
(au)
(av)
Avenida da Republica, no 52 – 9, 1069 – 211,
Lisbon, Portugal
24, Rusakovskaya Str., Moscow 107014,
Russian Federation
10 Bo Yar Zar Street, Kyaukkone Yankin
Township, Yangon, Myanmar
230 Victoria Street, #13-00 Bugis Junction
Towers, 188024, Singapore
973 President Tower, 7th Floor, Units 7A, 7B,
7C, 7D, 7I, 7F, 7G and 7H, Ploenchit Road,
Khwaeng Lumpini, Khet Pathumwan,
Bangkok Metropolis, 10330, Thailand
Alameda Jau 536, Suite 3S-B, 01420-000
Sao Paulo, Brazil
Avenida Cordoba 1547, piso 8, oficina A,
Buenos Aires, Argentina
The Phoenix Centre, George Street, Belleville
St. Michael, Barbados
Floor 9, 36 Kitchener Street, Auckland
Central, Auckland 1010, New Zealand
1, Murtala Muhammed Drive, Ikoyi, Lagos,
Nigeria
Central Office Park Unit 4, 257 Jean Avenue,
Centurion 0157, South Africa
11th Floor, Building No. 10, Tower C, DLF
Phase-II, DLF Cyber City, Gurgaon,
Haryana-122002, India
20th Floor, Toranomon Kotohira Tower,
2–8, Toranomon 1-chome, Minato-ku,
Tokyo, Japan
HIQ Corporate Services Inc., 715 St. Paul
Street, Baltimore, MD 21202, USA
1052 Budapest, Apáczai Csere János u.
12–14, Hungary
Budapester Str. 2, 10787 Berlin, Germany
Koenigsallee 59, D-40215, Dusseldorf,
Germany
Alameda Jau 536, Suite 3S-E, 01420-000
Sao Paulo, Brazil
InterContinental Montreal, 360 St. Antoine
Street West, Montreal, Quebec H2Y 3X4,
Canada
BDO LLP, Two Snowhill, Birmingham,
B4 6GA, UK
361 San Francisco Street Penthouse,
San Juan, PR 00901, Puerto Rico
Hotel Tamanaco Inter-Continental, Final Av.
Ppal, Mercedes, Caracas, Venezuela
22nd Floor, Citigroup Tower, No. 33
Huayuanshiqiao Road, Pudong, Shanghai,
P.R. China
Alameda Jau 536, Suite 3S-C, 01420-000
Sao Paulo, Brazil
Alameda Jau 536, Suite 3S-D, 01420-000
Sao Paulo, Brazil
Bastioni di Porta Nuova 21, 20121 Milano, Italy
Thurn-und-Taxis-Platz 6 – 60313 Frankfurt
am Main, Germany
JurisTax Services Ltd, Level 12, NeXTeracom
Tower II, Ebene, Mauritius
Menara Impreium 22nd Floor, Suite D, JI. HR.
Rasuna Said Kav.1, Guntur Sub-district,
Setiabudi District, South Jakarta 12980,
Indonesia
150 South Champlain Street, Burlington,
VT 05401, USA
Calle 49, Sur 45 A 300 Of 1102
Envigado Antioquia, Colombia
Suite B, Ground Floor, Regal House,
Queensway, Gibraltar
Suite 2500, 1000 De La Gauchetiere St.
West, Montreal QC H3B 0A2, Canada
(bm) Room 311, Building 1, No 6 East Wen Hua Yuan
(be)
(bf)
(bd)
(aw)
(bg)
(bb)
(bh)
(bc)
(bk)
(ba)
(ax)
(ay)
(az)
(bl)
(bj)
(bi)
IHG | Annual Report and Form 20-F 2018 | Group Financial Statements | Notes
161
Parent Company Financial Statements
162
IHG | Annual Report and Form 20-F 2018
Parent Company
Financial Statements
164
164
164
165
Parent Company Financial Statements
Parent Company statement of financial position
Parent Company statement of changes in equity
Notes to the Parent Company Financial Statements
IHG | Annual Report and Form 20-F 2018 | Parent Company Financial Statements
163
Kimpton Fitzroy London, United Kingdom
Parent Company Financial Statements
Parent Company statement of financial position
31 December 2018
Fixed assets
Investments
Current assets
Debtors: due after more than one year
Debtors: due within one year
Creditors: amounts falling due within one year
Net current assets/(liabilities)
Total assets less current liabilities
Creditors: amounts falling due after one year
Net assets
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Share-based payment reserve
Cash flow hedging reserve
Profit and loss account
Total equity
Signed on behalf of the Board,
Paul Edgecliffe-Johnson
18 February 2019
The profit on ordinary activities after taxation amounts to £964m (2017: £460m).
Parent Company statement of changes in equity
Called up
share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Share-
based
payment
reserve
£m
Cash flow
hedging
reserve
£m
Profit
and loss
account
£m
39
–
–
–
–
39
–
–
–
–
–
–
–
–
75
–
–
–
–
75
–
–
–
–
–
–
–
–
39
75
7
–
–
–
–
7
–
–
–
–
–
–
–
–
7
252
–
–
23
–
275
–
–
–
–
–
–
30
–
305
–
–
–
–
–
–
–
5
(1)
(6)
(2)
(2)
–
–
(2)
706
460
460
–
(454)
712
964
–
–
–
–
964
–
(149)
1,527
At 1 January 2017
Profit for the year
Total comprehensive income for the year
Share-based payments capital contribution
Equity dividends paid
At 31 December 2017
Profit for the year
Other comprehensive income items that may be subsequently
reclassified to profit or loss:
Gains on cash flow hedges
Costs of hedging
Hedging gains reclassified to financial expenses
Total other comprehensive loss for the year
Total comprehensive income for the year
Share-based payments capital contribution
Equity dividends paid
At 31 December 2018
Notes on pages 165 to 169 form an integral
part of these Financial Statements.
164
IHG | Annual Report and Form 20-F 2018
Note
2018
£m
2017
£m
3,072
3,042
3
4
4
6
7
9
7
369
(1)
375
3,447
(1,496)
1,951
39
75
7
305
(2)
1,527
1,951
–
13
(898)
(885)
2,157
(1,049)
1,108
39
75
7
275
–
712
1,108
Total
equity
£m
1,079
460
460
23
(454)
1,108
964
5
(1)
(6)
(2)
962
30
(149)
1,951
Parent Company Financial Statements
Notes to the Parent Company Financial Statements
1. Accounting policies
Authorisation of Financial Statements and statement
of compliance with FRS 101
The Parent Company Financial Statements of InterContinental Hotels
Group PLC (the Company) for the year ended 31 December 2018
were authorised for issue by the Board of Directors on 18 February
2019 and the statement of financial position was signed on the Board’s
behalf by Paul Edgecliffe-Johnson. The Company is a public limited
company incorporated and domiciled in the UK. The Company’s
ordinary shares are publicly traded on the London Stock Exchange
and it is not under the control of any single shareholder.
The Directors have assessed, in the light of current and anticipated
economic conditions, the Company’s ability to continue as a going
concern. The Directors confirm they have a reasonable expectation
that the Company has adequate resources to continue in operational
existence for the foreseeable future, and accordingly, they continue
to adopt the going concern basis in preparing the Parent Company
Financial Statements.
For further consideration of the going concern position
of the Group see page 181 of the Directors’ Report.
The Parent Company Financial Statements are presented in sterling
and all values are rounded to the nearest million pounds (£m) except
when otherwise indicated.
These Financial Statements have been prepared in accordance
with Financial Reporting Standard 101 ‘Reduced Disclosure
Framework’ (FRS 101).
No income statement is presented for the Company as permitted
by Section 408 of the Companies Act 2006.
The audit fee of £0.02m (2017: £0.02m) was borne by a subsidiary
undertaking in both years.
Basis of preparation
The Parent Company Financial Statements have been prepared
in accordance with FRS 101, as applied in accordance with the
provisions of the Companies Act 2006. FRS 101 sets out a reduced
disclosure framework for a ‘qualifying entity’ as defined in the
standard which addresses the financial reporting requirements
and disclosure exemptions in the individual financial statements
of qualifying entities that otherwise apply the recognition,
measurement and disclosure requirements of IFRS as
adopted by the EU.
FRS 101 sets out amendments to IFRS as adopted by the EU that
are necessary to achieve compliance with the Companies Act
and related Regulations.
The following disclosures have not been provided as permitted
by FRS 101:
• A cash flow statement and related notes as required by IAS 7
‘Statement of Cash Flows’;
• A comparative period reconciliation for share capital as required
by IAS 1 ‘Presentation of Financial Statements’;
• Disclosures in respect of transactions with wholly owned
subsidiaries as required by IAS 24 ‘Related Party Disclosures’;
• Disclosures in respect of capital management as required by
paragraphs 134 to 136 of IAS 1 ‘Presentation of Financial Statements’;
• The effects of new but not yet effective IFRSs as required by
paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes
in Accounting Estimates and Errors’; and
• Disclosures in respect of the compensation of key management
personnel as required by paragraph 17 of IAS 24 ‘Related
Party Disclosures’.
Where the Consolidated Financial Statements of the Company
include the equivalent disclosures, the Company has also taken
the exemptions under FRS 101 available in respect of the
following disclosures:
• The requirements of paragraphs 45(b) and 46 to 52 of IFRS 2
‘Share-based Payment’ in respect of group settled share-based
payments; and
• The requirements of paragraphs 91 to 99 of IFRS 13 ‘Fair Value
Measurement’ and the disclosures required by IFRS 7 ‘Financial
Instruments: Disclosures’.
The accounting policies set out herein have, unless otherwise stated,
been applied consistently to all periods presented in these
Financial Statements.
Foreign currency
Transactions in foreign currencies are translated to the Company’s
functional currency at the exchange rates ruling on the dates of
the transactions. Monetary assets and liabilities denominated in
foreign currencies are retranslated to the functional currency at
the relevant rates of exchange ruling on the last day of the period.
Foreign exchange differences arising on translation are recognised
in the income statement. Where dividends have been proposed in
US dollars, the supplementary information included in note 10 to the
Financial Statements details the exchange rates which will be used
to calculate the sterling dividend payable.
IHG | Annual Report and Form 20-F 2018 | Parent Company Financial Statements | Notes
165
Notes to the Parent Company Financial Statements continued
1. Accounting policies continued
Non-derivative financial instruments
Non-derivative financial instruments comprise investments in
equity securities, amounts due from and amounts due to Group
undertakings and loans and other borrowings.
Derivative financial instruments and hedging
Derivatives are initially recognised and subsequently re-measured at
fair value. The method of recognising the re-measurement depends
on whether the derivative is designated as a hedging instrument,
and if so, the nature of the item being hedged.
Investments in equity securities
Investments in subsidiaries are carried at cost plus deemed capital
contributions arising from share-based payment transactions less
any provision for impairment. The carrying amount is reviewed at
each reporting date to determine whether there is any indication
of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated. An impairment loss is recognised
if the carrying amount of an asset exceeds its estimated recoverable
amount. Impairment losses are recognised in the income statement.
Amounts due from and amounts due to Group undertakings
Amounts due from and amounts due to Group undertakings are
initially recognised at fair value. Subsequent to initial recognition
they are measured at amortised cost using the effective interest
method, less any impairment losses. The carrying value is assessed
at each reporting date to determine whether there is objective
evidence that it is impaired. An impairment loss is calculated as
the difference between its carrying amount and the present value
of the estimated future cash flows discounted at the asset’s original
effective interest rate.
Loans and other borrowings
Loans and other borrowings are initially recognised at the fair
value of the consideration received less directly attributable
transaction costs. They are subsequently measured at amortised
cost. Finance charges, including the transaction costs and any
discount or premium on issue, are recognised in the income
statement using the effective interest rate method.
Borrowings are classified as due after more than one year when
the repayment date is more than 12 months from the period-end
date or where they are drawn on a facility with more than 12 months
to expiry.
Changes in the fair value of derivatives which have either not
been designated as hedging instruments or relate to the
ineffective portion of hedges are recognised immediately in
the income statement.
Documentation outlining the measurement and effectiveness of any
hedging arrangement is maintained throughout the life of the hedge
relationship.
Interest arising from currency derivatives and interest rate swaps is
recorded in either financial income or expense over the term of the
agreement, unless the accounting treatment for the hedging
relationship requires the interest to be taken to reserves.
Share-based payments
The cost of equity-settled transactions with employees is measured
by reference to fair value at the date at which the right to the shares
is granted. Fair value is determined by an external valuer using
option pricing models.
The cost of equity-settled transactions is recognised, together with
a corresponding increase in equity, over the period in which any
performance or service conditions are fulfilled, ending on the date
on which the relevant employees become fully entitled to the award
(vesting date).
The income statement charge for a period represents the
movement in cumulative expense recognised at the beginning and
end of that period. No expense is recognised for awards that do not
ultimately vest, except for awards where vesting is conditional upon
a market or non-vesting condition, which are treated as vesting
irrespective of whether or not the market or non-vesting condition
is satisfied, provided that all other performance and/or service
conditions are satisfied.
Where the Company grants options over its own shares to the
employees of its subsidiaries, it recognises, in the Parent Company
Financial Statements, an increase in the cost of investment in its
subsidiaries equivalent to the equity-settled share-based payment
charge recognised in its Consolidated Financial Statements with
the corresponding credit being recognised directly in equity.
166
IHG | Annual Report and Form 20-F 2018
Parent Company Financial Statements 2. Directors’ remuneration
The average number of Directors employed by the Company during the year, analysed by category, was as follows:
Non-Executive Directors
Executive Directors
Directors’ emoluments
Base salaries, fees, performance payments and benefits
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.
The number of Directors in respect of whose qualifying services shares were received or receivable
under long-term incentive schemes
3. Investments
Cost and net book value
At 1 January 2018
Share-based payments capital contribution
At 31 December 2018
2018
2017
8
3
11
8
2
10
2018
£m
2017
£m
5.3
3.8
Number of Directors
2018
2017
3
3
£m
3,042
30
3,072
The Company is the beneficial owner of all the equity share capital of InterContinental Hotels Limited, a company registered in
England and Wales.
A full list of subsidiary and other related undertakings is given
in note 34 of the Group Financial Statements on pages 159 to 161.
4. Debtors
Due after more than one year
Derivative financial assets (note 5)
Due within one year
Amounts owed by Group undertakings
Corporate taxation
2018
£m
7
358
11
369
2017
£m
–
1
12
13
IHG | Annual Report and Form 20-F 2018 | Parent Company Financial Statements | Notes
167
Notes to the Parent Company Financial Statements continued
5. Derivative financial assets and hedging
At 31 December 2018, the Company held a currency swap with a principal of £436m. This swap was 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 swap, £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
this derivative was £7m asset at 31 December 2018. 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 £7m.
The cash flow hedging reserve is analysed as follows:
Cash flow hedging reserve
Value of
currency
swap
£m
Cost of
hedging
£m
At 1 January 2018
Costs of hedging deferred and recognised in other comprehensive income
Change in fair value of currency swap recognised in other comprehensive income
Reclassified from other comprehensive income to profit or loss – included in financial expenses
At 31 December 2018
–
–
5
(6)
(1)
6. Creditors: amounts falling due within one year
Amounts due to Group undertakings
7. Creditors: amounts falling due after more than one year
Loans and other borrowings
£400m 3.875% bonds 2022
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
–
(1)
–
–
(1)
2018
£m
1
2018
£m
399
301
350
446
Total
£m
–
(1)
5
(6)
(2)
2017
£m
898
2017
£m
398
301
350
–
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.
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.
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.
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. A currency swap was transacted at the same time the
bonds were issued in order to swap the proceeds and interest flows into sterling.
1,496
1,049
168
IHG | Annual Report and Form 20-F 2018
Parent Company Financial Statements 8. Employee benefits
Share-based payments
The Company operates the Annual Performance Plan and Long Term Incentive Plan (performance-related awards and restricted stock units).
More detailed information on the plans is shown in note 26
of the Group Financial Statements on pages 153 to 154.
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 share awards outstanding at the year end have a weighted average contractual life of 1.0 years (2017: 1.2 years) for the Annual
Performance Plan, 0.8 years (2017: 0.6 years) for performance-related awards and 1.2 years (2017: 1.7 years) for restricted stock units.
9. Capital and reserves
Allotted, called up and fully paid
At 1 January 2017 (ordinary shares of 18318/329p each)
Share capital consolidation
At 31 December 2018 and 31 December 2017 (ordinary shares of 1917/21p each)
Number
of shares
millions
206
(9)
197
Equity
share
capital
£m
39
–
39
The authority given to the Company at the Annual General Meeting (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.
At 31 December 2018, 6,827,020 (2017: 7,607,430) shares with a nominal value of £1,352,400 (2017: £1,506,996) were held as treasury
shares at cost.
The share premium reserve represents the amount of proceeds received for shares in excess of their nominal value.
10. Dividends and shareholder returns
Paid during the year:
Final (declared for previous year)
Interim
Special
2018
pence per
share
2017
pence per
share
50.2
27.7
–
77.9
49.4
24.4
156.4
230.2
2018
£m
96
53
–
149
2017
£m
98
46
310
454
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 1917/21p 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 final dividend of 78.1¢ per ordinary share (amounting to $141m) is proposed for approval at the AGM on 3 May 2019 and is payable
on shares in issue at 29 March 2019. The final dividend will be paid at a rate per share calculated using the average of the daily exchange
rates from 23 April 2019 to 25 April 2019 inclusive, and will be announced on 26 April 2019.
11. Contingencies
Contingent liabilities of £nil (2017: £196m) in respect of the guarantees of the liabilities of subsidiaries have not been provided for in these
Financial Statements.
12. Post balance sheet events
On 19 October 2018, the Company 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 p per share for every
20 existing ordinary shares of 1917/21 p, which became effective on 14 January 2019 and resulted in the consolidation of 10m shares.
The special dividend, was paid on 29 January 2019 amounting to 203.8p ($2.621) per existing ordinary share at a total cost of £388m.
IHG | Annual Report and Form 20-F 2018 | Parent Company Financial Statements | Notes
169
Additional Information
Additional
Information
172 Other financial information
178 Directors’ Report
182 Group information
182 History and developments
182 Risk factors
187 Directors’ and Executive Committee
members’ shareholdings
187 Executive Directors’ benefits
upon termination of office
188 Description of securities other
than equity securities
189 Articles of Association
190 Working Time Regulations 1998
191 Material contracts
192 Legal proceedings
192 Exchange controls and restrictions
on payment of dividends
193 Shareholder information
193 Taxation
196 Disclosure controls and procedures
196 Summary of significant corporate
governance differences from
NYSE listing standards
197 Selected five-year consolidated
financial information
198 Return of funds
199 Purchases of equity securities
by the Company and
affiliated purchasers
199 Dividend history
200 Shareholder profiles
201 Exhibits
202 Form 20-F cross-reference guide
204 Glossary
206 Useful information
206 Investor information
207 Financial calendars
207 Contacts
208 Forward-looking statements
avid hotel Oklahama City – Qual Springs, USA
170
IHG | Annual Report and Form 20-F 2018
IHG | Annual Report and Form 20-F 2018 | Additional Information
171
Other financial information
Use of Non-GAAP measures
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 IHG’s 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
period’s 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
At actual exchange rates
Per Group income statement
Significant liquidated damages
Exceptional items
Acquisition of businesses
System Fund
Reimbursement of costs
Underlying at actual exchange rates
Underlying revenue
Americas
EMEAA
Greater China
Central
2018
$m
4,337
(13)
–
(85)
(1,233)
(1,171)
1,835
2018
$m
1,051
478
136
170
2017
Restated
$m
4,075
–
–
–
(1,242)
(1,103)
1,730
2017
Restated
$m
999
457
117
157
Underlying Group revenue
1,835
1,730
105
Owned, leased and managed lease
revenue included above
Underlying Group fee revenue
Underlying operating profit
Americas
EMEAA
Greater China
Central
Underlying Group operating profit
Owned, leased and managed lease operating
profit included above
Underlying Group fee operating profit
(363)
1,472
(351)
1,379
662
197
62
(117)
804
(33)
771
637
171
52
(102)
758
(35)
723
(12)
93
25
26
10
(15)
46
2
48
Revenue
Change
%
6.4
–
–
–
0.7
(6.2)
6.1
Change
$m
262
(13)
–
(85)
9
(68)
105
2018
$m
566
(13)
104
1
146
–
804
2017
Restated
$m
728
–
(4)
–
34
–
758
Operating profit
Change
$m
(162)
(13)
108
1
112
–
46
Change
%
(22.3)
–
2,700.0
–
329.4
–
6.1
At actual exchange rates
At constant currency
Change
$m
Change
%
2017
Restated
$m
Change
$m
Change
%
52
21
19
13
2018
$m
1,053
471
135
169
999
457
117
157
1,828
1,730
(359)
1,469
(351)
1,379
663
196
62
(116)
805
(34)
771
637
171
52
(102)
758
(35)
723
5.2
4.6
16.2
8.3
6.1
(3.4)
6.7
3.9
15.2
19.2
(14.7)
6.1
5.7
6.6
54
14
18
12
98
(8)
90
26
25
10
(14)
47
1
48
5.4
3.1
15.4
7.6
5.7
(2.3)
6.5
4.1
14.6
19.2
(13.7)
6.2
2.9
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
Additional Information Highlights for the year ended 31 December 2017
At actual exchange rates
Per Group income statement
Exceptional items
System Fund
Reimbursement of costs
Underlying at actual exchange rates
Revenue
Operating profit
2017
Restated
$m
4,075
–
(1,242)
(1,103)
1,730
2016
Restated
$m
3,912
–
(1,199)
(1,046)
1,667
Change
$m
Change
%
2017
Restated
$m
2016
Restated
$m
Change
$m
163
–
(43)
(57)
63
4.2
–
(3.6)
(5.4)
3.8
728
(4)
34
–
758
712
29
(35)
–
706
16
(33)
69
–
52
Change
%
2.2
(113.8)
197.1
–
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
EMEAA
Greater China
Central
999
457
117
157
969
439
112
147
Underlying Group revenue
1,730
1,667
Owned, leased and managed lease revenue
included above
Underlying Group fee revenue
(351)
1,379
(338)
1,329
Underlying operating profit
Americas
EMEAA
Greater China
Central
Underlying Group operating profit
Owned, leased and managed lease revenue
included above
Underlying Group fee operating profit
637
171
52
(102)
758
(35)
723
626
157
46
(123)
706
(33)
673
30
18
5
10
63
(13)
50
11
14
6
21
52
(2)
50
3.1
4.1
4.5
6.8
3.8
(3.8)
3.8
1.8
8.9
13.0
17.1
7.4
(6.1)
7.4
1,004
460
119
158
1,741
(350)
1,391
642
173
52
(105)
762
(35)
727
969
439
112
147
1,667
(338)
1,329
626
157
46
(123)
706
(33)
673
35
21
7
11
74
(12)
62
16
16
6
18
56
(2)
54
3.6
4.8
6.3
7.5
4.4
(3.6)
4.7
2.6
10.2
13.0
14.6
7.9
(6.1)
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
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.
Basic earnings per ordinary share
Profit available for equity holders
Basic weighted average number of ordinary shares (millions)
Basic earnings per ordinary share (cents)
Underlying earnings per ordinary share
Profit available for equity holders
Adjusted for:
Significant liquidated damages
Tax on significant liquidated damages
Acquisition of businesses
Interest relating to deferred and contingent purchase consideration on current year acquisitions
System Fund revenues and expenses
Interest attributable to the System Fund
Tax attributable to the System Fund
Exceptional items before tax
Tax on exceptional items
Exceptional tax
Currency effect
Underlying profit available for equity holders
Underlying earnings per ordinary share (cents)
Net capital expenditure reconciliation
The following table reconciles net cash from investing activities to net capital expenditure.
Net cash from investing activities
Adjusted for:
Contract acquisition costs, net of repayments
Tax paid on disposals
System Fund depreciation and amortisation
Acquisition of businesses, net of cash acquired
Net capital expenditure
Add back:
Disposal receipts
Distributions from associates and joint ventures
System Fund depreciation and amortisation
Gross capital expenditure
Analysed as:
Capital expenditure: maintenance and key money
Capital expenditure: recyclable investments
Capital expenditure: System Fund investments
Gross capital expenditure
174
IHG | Annual Report and Form 20-F 2018
12 months ended
31 December
2018
$m
351
190
184.7
2017
Restated
$m
540
193
279.8
351
540
(13)
3
1
5
146
(19)
–
104
(22)
(5)
1
552
290.5
–
–
–
–
34
(13)
3
(4)
2
(90)
–
472
244.6
12 months ended
31 December
2018
$m
(189)
(54)
2
45
38
2017
Restated
$m
(206)
(57)
25
36
–
(158)
(202)
(10)
(32)
(45)
(245)
(108)
(38)
(99)
(245)
(104)
–
(36)
(342)
(115)
(85)
(142)
(342)
Additional Information Free cash flow reconciliation
The following table reconciles net cash from operating activities to free cash flow.
Net cash from operating activities
Adjusted for:
Contract acquisition costs, net repayments
Less:
Purchase of shares by employee share trusts
Capital expenditure: maintenance and key money
Cash receipt from renegotiation of long-term partnership agreement
Free cash flow
Underlying interest reconciliation
The following table reconciles net financial expenses to underlying interest.
Net financial expenses
Financial income
Financial expenses
Adjusted for:
Interest payable on balances with the System Fund
Capitalised interest relating to System Fund assets
Underlying interest
12 months ended 31 December
2018
$m
666
2017
Restated
$m
577
54
57
(3)
(108)
–
609
(3)
(115)
–
516
2016
Restated
$m
710
42
(10)
(96)
(95)
551
12 months ended
31 December
2018
$m
5
(86)
(81)
(14)
(5)
(100)
2017
Restated
$m
4
(76)
(72)
(7)
(6)
(85)
IHG | Annual Report and Form 20-F 2018 | Additional Information | Other financial information
175
Other financial information continued
Revenue per Available room (RevPAR), average daily rate and occupancy
RevPAR is the primary metric used by management to track hotel performance across regions and brands. RevPAR is also a commonly used
performance measure in the hotel industry. RevPAR comprises IHG System rooms revenue divided by the number of room nights available
and can be mathematically derived from occupancy rate multiplied by average daily rate (ADR). Occupancy rate is rooms occupied by hotel
guests expressed as a percentage of rooms that are available. ADR is rooms revenue divided by the number of room nights sold.
References to RevPAR, occupancy and average daily rate are presented on a comparable basis comprising groupings of hotels that have
traded in all months in both the current and prior year. The principal exclusions in deriving this measure are new hotels, hotels closed for
major refurbishment and hotels sold in either of the two years. RevPAR and ADR are quoted at a constant US$ 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 Group’s 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
2018
Change vs
2017
Owned, leased and
managed lease
2018
Change vs
2017
73.8%
–
80.1%
(3.9)ppt
$208.07
4.6%
$282 86
$153.66
4.6%
$226.48
6.0%
1.1%
79.9%
(0.2)ppt
$240.59
$192.16
1.5%
1.2%
68.2%
(1.0)ppt
$127.32
$86.86
1.7%
0.3%
74.3%
2.2ppt
$158.71
$117.91
1.5%
4.7%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
83.8%
8.6ppt
72.1%
$203.70
$170.66
(1.7)%
$156.04
9.5%
$112.58
1.2ppt
3.9%
5.6%
66.5%
(0.1)ppt
82.4%
2.3ppt
$113.99
$75.79
2.0%
$173.78
1.8%
$143.19
8.4%
11.5%
69.0%
0.4ppt
$114.33
$78.83
77.4%
$120.31
$93.16
1.0%
1.6%
1.1ppt
1.9%
3.3%
73.9%
0.2ppt
$85.54
$63.24
1.5%
1.7%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Americas
InterContinental
Occupancy
Average daily rate
RevPAR
Kimpton
Occupancy
Average daily rate
RevPAR
Crowne Plaza
Occupancy
Average daily rate
RevPAR
Hotel Indigo
Occupancy
Average daily rate
RevPAR
EVEN Hotels
Occupancy
Average daily rate
RevPAR
Holiday Inn
Occupancy
Average daily rate
RevPAR
Holiday Inn Express
Occupancy
Average daily rate
RevPAR
Staybridge Suites
Occupancy
Average daily rate
RevPAR
Candlewood Suites
Occupancy
Average daily rate
RevPAR
176
IHG | Annual Report and Form 20-F 2018
Additional Information RevPAR, average daily rate and occupancy continued
EMEAA
InterContinental
Occupancy
Average daily rate
RevPAR
Crowne Plaza
Occupancy
Average daily rate
RevPAR
Hotel Indigo
Occupancy
Average daily rate
RevPAR
Holiday Inn
Occupancy
Average daily rate
RevPAR
Holiday Inn Express
Occupancy
Average daily rate
RevPAR
Staybridge Suites
Occupancy
Average daily rate
RevPAR
Greater China
InterContinental
Occupancy
Average daily rate
RevPAR
HUALUXE
Occupancy
Average daily rate
RevPAR
Crowne Plaza
Occupancy
Average daily rate
RevPAR
Hotel Indigo
Occupancy
Average daily rate
RevPAR
Holiday Inn
Occupancy
Average daily rate
RevPAR
Holiday Inn Express
Occupancy
Average daily rate
RevPAR
Fee business
2018
Change vs
2017
Owned, leased and
managed lease
2018
Change vs
2017
73.3%
0.7ppt
67.2%
$214.04
$156.98
1.6%
$212.94
2.6%
$143.15
1.4ppt
(3.6)%
(1.6)%
73.0%
0.3ppt
$127.83
$93.35
3.0%
3.4%
80.7%
2.1ppt
$152.38
$122.93
2.0%
4.7%
–
–
–
–
–
–
–
–
–
–
–
–
73.9%
0.8ppt
95.4%
(1.7)ppt
$105.03
1.9%
$141.57
$77.63
3.0%
$135.02
8.8%
6.9%
77.6%
0.7ppt
$92.42
$71.75
1.0%
2.0%
77.4%
(0.6)ppt
$127.62
$98.75
2.0%
1.1%
66.1%
2.9ppt
$135.75
$89.79
1.6%
6.2%
60.3%
$77.16
$46.50
9.3ppt
2.7%
21.5%
64.1%
2.8ppt
$85.13
$54.60
3.4%
8.2%
73.9%
4.8ppt
$176.26
$130.17
2.2%
9.3%
69.5%
1.4ppt
$75.01
$52.17
2.8%
4.8%
68.2%
0.6ppt
$53.42
$36.43
5.9%
6.9%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
IHG | Annual Report and Form 20-F 2018 | Additional Information | Other financial information
177
Directors’ Report
This Directors’ Report includes the information required to be
given in line with the Companies Act or, where provided elsewhere,
an appropriate cross reference is given. The Corporate Governance
Statement approved by the Board is provided on pages 55 to 71 and
incorporated by reference herein.
Subsidiaries, joint ventures and associated undertakings
The Group has over 360 subsidiaries, joint ventures and associated
undertakings. A complete list of these entities is provided at note 34
of the Group Financial Statements on pages 159 to 161.
Directors
For biographies of the current Directors see pages 56 and 57.
Directors’ and officers’ (D&O) liability insurance and existence
of qualifying indemnity provisions
The Company maintains the Group’s D&O liability insurance policy,
which covers Directors and officers of the Company defending civil
proceedings brought against them in their capacity as Directors or
officers of the Company (including those who served as Directors or
officers during the year). There were no indemnity provisions relating
to the UK pension plan for the benefit of the Directors during 2018.
Articles of Association
The Company’s Articles of Association may only be amended by
special resolution and are available on the Company’s website at
www.ihgplc.com/investors under Corporate governance.
A summary is provided on pages 189 and 190.
Shares
Share capital
The Company’s issued share capital at 31 December 2018
consisted of 197,597,600 ordinary shares of 19 17/21 pence each,
including 6,827,020 shares held in treasury, which constituted 3.5%
of the total issued share capital (including treasury shares). There
are no special control rights or restrictions on share transfers or
limitations on the holding of any class of shares.
During 2018, 780,410 shares were transferred from treasury to the
employee share ownership trust.
In January 2019, the Company’s issued shares capital was subject
to a 19 for 20 share consolidation effective as of 14 January 2019
(see page 169) as part of which 6,827,020 treasury shares
were consolidated.
As far as is known to management, IHG is not directly or indirectly
owned or controlled by another company or by any government.
The Board focuses on shareholder value-creation. When it decides
to return capital to shareholders, it considers all of its options,
including share buybacks and special dividends.
Share issues and buybacks
At the AGM held on 4 May 2018, shareholders authorised the
Directors to issue new shares and the Company to buy back existing
shares. During 2018 these routine authorities were not exercised,
save for the repurchase of 10 ordinary shares of 19 17/21 pence in
the capital of the Company for cancellation in December 2018 in
connection with the $500 million special dividend.
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 20 340/399 pence for share for every 20 ordinary shares of 19 17/21 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
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
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
27.7p
36.3¢
N/Aa
78.1¢
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
Shareholder
BlackRock, Inc.
Boron Investments B.V.
Cedar Rock Capital Limited
Fiera Capital Corporation
Fundsmith LLP
The Capital Group Companies, Inc.
FMR LLC
Ordinary
shares/ADSsa
10,165,234b
11,450,000
14,923,417
9,662,767
10,222,246
9,670,450
10,593,666c
%a
5.60
6.01
5.07
5.07
5.18
5.09
5.84
Ordinary
shares/ADSsa
11,280,241
11,850,000
14,923,417
7,707,008
10,222,246
9,670,450
n/a
%a
5.92
5.02
5.07
4.06
5.18
5.09
n/a
Ordinary
shares/ADSsa
10,930,440
11,850,000
14,923,417
n/a
10,222,246
9,864,894
n/a
%a
5.53
5.02
5.07
n/a
5.18
4.99
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 doesn’t 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
Additional Information Future business developments of the Group
Further details on these are set out in the Strategic Report on
pages 2 to 51.
Employees and Code of Conduct
Having a predominantly franchised and managed business model
means that not all of those people who work at hotels operated
under our brands are our employees. When the Group’s entire estate
is taken into account (including those working in our franchised and
managed hotels), over 400,000 people worked globally across
IHG’s brands as at 31 December 2018.
IHG employed the following as at 31 December 2018:
• 7,598 people worldwide (including those in our corporate offices,
central reservations offices and owned hotels (excluding those in a
category below), whose costs were borne by the Group;
• 5,214 people who worked directly on behalf of the System Fund
and whose costs were borne by the System Fund; and
• 22,518 General Managers and (in the US predominantly) other hotel
workers, who work in managed hotels, who have contracts
or letters of service with IHG and whose costs are borne by
those hotels.
See note 4 of the Group Financial Statements on page 123 for more
information.
We continue to focus on providing an inclusive environment, in
which employees are valued for who they are and what they bring to
the Group, and in which talented individuals are retained through all
levels of the organisation – see pages 22 to 25.
We also look to appoint the most appropriate person for the job and
are committed to providing equality of opportunity to all employees
without discrimination. Every effort is made to ensure that
applications for employment from disabled employees are fully and
fairly considered and that disabled employees have equal
opportunities to training, career development and promotion.
The Code of Conduct applies to all Directors, officers and employees
and complies with the NYSE rules as set out in Section 406 of the US
Sarbanes-Oxley Act 2002. Further details can be found on page 196.
For more information on the Group’s employment policies,
including equal opportunities, employee communications
and development, see pages 22 to 25, and our website
www.ihgplc.com/responsible-business
The Company’s major shareholders have the same voting rights
as other shareholders. The Company does not know of any
arrangements the operation of which may result in a change
in its control.
For further details on shareholder profiles, see page 200.
2018 share awards and grants to employees
Our current policy is to settle the majority of awards or grants
under the Company’s share plans with shares purchased in the
market or from shares held in treasury; however, the Board continues
to review this policy. The Company’s share plans incorporate the
current Investment Associations’ guidelines on dilution which
provide that commitments to new shares or re-issue treasury
shares under executive plans should not exceed 5% of the issued
ordinary share capital of the Company (adjusted for share issuance
and cancellation) in any 10-year period. During the financial year
ended 31 December 2018, the Company transferred 780,410
treasury shares (0.39% of issued share capital) to satisfy
obligations under its share plans.
The estimated maximum dilution from awards made under the
Company’s share plans over the last 10 years is 2.6%.
As at 31 December 2018, no options were outstanding.
The Company has not utilised the authority given by shareholders
at any of its AGMs to allot shares for cash without first offering
such shares to existing shareholders.
Employee share ownership trust (ESOT)
IHG operates an ESOT for the benefit of employees and former
employees. The ESOT receives treasury shares from the Company
and purchases ordinary shares in the market and releases them to
current and former employees in satisfaction of share awards. During
2018, the ESOT released 1,150,901 shares and at 31 December 2018 it
held 568,786 ordinary shares in the Company. The ESOT adopts a
prudent approach to purchasing shares, using funds provided by the
Group, based on expectations of future requirements.
Where shares held in the ESOT have been allocated to share plan
participants on terms that entitle those participants to request or
require the trustee of the ESOT to exercise the voting rights relating
to those shares, the trustee shall exercise those votes in accordance
with the directions of the participants. In respect of shares in the
ESOT that have not been allocated to share plan participants, or have
not been allocated on such terms, the trustee may vote or abstain
from exercising their voting rights in relation to those shares, or
accept or reject any offer relating to the shares, in any way it sees fit.
Unless otherwise requested by the Company, the trustee of the
ESOT waives all ordinary dividends on the shares held in the ESOT,
other than shares which have been allocated to participants on
terms which entitle them to the benefit of dividends, except for such
amount per share as shall, when multiplied by the number of shares
held by it on the relevant date, equal one pence.
Colleague Share Plan
The Company proposes to implement a Colleague Share Plan,
subject to shareholder approval at the Company’s 2019 AGM. A
summary of the proposed plan will be set out in the notice
convening the Company’s 2019 AGM, which will be available at
www.ihgplc.com/investors under Shareholders centre in the AGMs
and meetings section.
IHG | Annual Report and Form 20-F 2018 | Additional Information | Directors’ Report
179
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
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)
Scope 2 Indirect emissions (tCO2e)
Scope 3 Indirect (tCO2e)
Total GHG emissions (tCO2e)
IHG’s chosen intensity measurement GHG emissions
per occupied room (kgCO2e per occupied room)
Global – corporate offices and managed, owned,
leased and managed lease hotelsb (as required
under the Companies Act 2006)
Scope 1 Direct emissions (tCO2e)
Scope 2 Indirect emissions (tCO2e)
Total GHG emissions (tCO2e)
IHG’s chosen intensity measurement GHG emissions
per occupied room (kgCO2e per occupied room)
2018ª
2017a
448,690.74
443, 548.52
1,979,416.52
1,896,581.18
2,635,736.66
2,535,330.40
5,063,843.91
4,875,460.09
26.02
26.61
448,690.74
443,548.52
1, 979,416.52
1,896,581.18
2,428,107.25
2,340,129.69
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 IHG’s 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 IHG’s
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
Political donations
The Group made no political donations under the Companies Act
during the year and proposes to maintain this policy.
Financial risk management
The Group’s financial risk management objectives and policies,
including its use of financial instruments, are set out in note 22
to the Group Financial Statements on pages 144 to 146.
Significant agreements and change of control provisions
The Group is a party to the following arrangements which could
be terminated upon a change of control of the Company and which
are considered significant in terms of their potential impact on the
business of the Group as a whole:
• The 10-year £400 million bond issued by the Company on
28 November 2012, under which, if the bond’s credit rating was
downgraded in connection with a change of control, the bond
holders would have the option to require the Company to redeem
or, at the Company’s option, repurchase the outstanding notes
together with interest accrued;
• The $1.275 billion syndicated loan facility agreement dated
30 March 2015 and maturing in March 2021, under which a change
of control of the Company would entitle each lender to cancel its
commitment and declare all amounts due to it payable;
• The 10-year £300 million bond issued by the Company on
14 August 2015, under which, if the bond’s credit rating was
downgraded in connection with a change of control, the bond
holders would have the option to require the Company to redeem
or, at the Company’s option, repurchase the outstanding notes
together with interest accrued;
• The 10-year £350 million bond issued by the Company on
24 August 2016, under which, if the bond’s credit rating was
downgraded in connection with a change of control, the bond
holders would have the option to require the Company to redeem
or, at the Company’s option, repurchase the outstanding notes
together with interest accrued; and
• The 8.5-year €500 million bond issued by the Company on 15
November 2018, under which, if the bond’s credit rating was
downgraded in connection with a change of control, the bond
holders would have option to require the Company to redeem or,
at the Company’s option, repurchase the outstanding notes
together with interest accrued.
Further details on material contracts are set out on page 191.
180
IHG | Annual Report and Form 20-F 2018
Additional Information
Business relationships
The Group is party to a technology agreement with Amadeus
Hospitality Americas, Inc. (Amadeus), for the development and
hosting of the Group’s next generation Guest Reservation System.
The initial term of 10 years will expire in 2028, and the Group has the
right to extend this agreement for two additional periods of up to 10
years each on the same terms, conditions and pricing. The financial
and performance obligations in this agreement are guaranteed by
Amadeus IT Group S.A., the parent company of Amadeus Hospitality
Americas, Inc.
Otherwise, there are no specific individual contracts or
arrangements considered to be essential to the business of the
Group as a whole.
Disclosure of information to Auditor
For details, see page 88.
Listing Rules – compliance with LR 9.8.4C
Section
Applicable sub-paragraph within LR 9.8.4C
Location
1
4
Interest capitalised
Group Financial Statements, note 7, page 125
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.
Going concern
An overview of the business activities of IHG, including a review of
the key business risks that the Group faces, is given in the Strategic
Report on pages 2 to 51 and in the Group information on pages 182
to 186. Information on the Group’s treasury management policies
can be found in note 22 to the Group Financial Statements on
pages 144 to 146. In November 2018, the Group issued a €500m
bond which matures in May 2027.
After making enquiries, the Directors have a reasonable expectation
that the Company and the Group have adequate resources to
continue in operational existence for the foreseeable future and,
accordingly, they continue to adopt the going concern basis in
preparing the Consolidated Financial Statements.
Please see page 30 for the Directors’ assessment of the viability
of the Group.
At the end of 2018, the Group was trading significantly within its
banking covenants and debt facilities.
By order of the Board,
The Group’s fee-based model and wide geographic spread mean
that it is well placed to manage through uncertain times, and our
forecasts and sensitivity projections, based on a range of reasonably
possible changes in trading performance, show that the Group
should be able to operate within the level of its current facilities.
George Turner
Company Secretary
InterContinental Hotels Group PLC
Registered in England and Wales, Company number 5134420
18 February 2019
IHG | Annual Report and Form 20-F 2018 | Additional Information | Directors’ Report
181
Group information
History and developments
The Company was incorporated and registered in England and
Wales with registered number 5134420 on 21 May 2004 as a limited
company under the Companies Act 1985 with the name Hackremco
(No. 2154) Limited. In 2004/05, as part of a scheme of arrangement
to facilitate the return of capital to shareholders, the following
structural changes were made to the Group: (i) on 24 March 2005,
Hackremco (No. 2154) Limited changed its name to New
InterContinental Hotels Group Limited; (ii) on 27 April 2005, New
InterContinental Hotels Group Limited re-registered as a public
limited company and changed its name to New InterContinental
Hotels Group PLC; and (iii) on 27 June 2005, New InterContinental
Hotels Group PLC changed its name to InterContinental Hotels
Group PLC and became the holding company of the Group.
The Group formerly known as Bass, and then Six Continents, was
historically a conglomerate operating as, among other things, a
brewer, soft drinks manufacturer, hotelier, leisure operator, and
restaurant, pub and bar owner. In 1988 Bass acquired Holiday Inn
International and the remainder of the Holiday Inn brand in 1990.
The InterContinental brand was acquired by Bass in 1998 and the
Candlewood Suites brand was acquired by Six Continents in 2003.
On 15 April 2003, following shareholder and regulatory approval,
Six Continents PLC separated into two new listed groups,
InterContinental Hotels Group PLC, comprising the hotels and soft
drinks businesses, and Mitchells & Butler plc, comprising the retail
and standard commercial property developments business.
The Group disposed of its interests in the soft drinks business by way
of an initial public offering of Britvic (Britannia Soft Drinks Limited for
the period up to 18 November 2005, and thereafter, Britannia SD
Holdings Limited (renamed Britvic plc on 21 November 2005), which
became the holding company of the Britvic Group on 18 November
2005), a manufacturer and distributor of soft drinks in the UK, in
December 2005. The Group now continues as a stand-alone
hotels business.
Risk factors
Recent acquisitions and divestitures
• The Group agreed in May 2018 to rebrand and operate under
long-term ‘managed leases’ a portfolio of hotels in the UK.
• The Group acquired a 51% interest in Regent Hotels and Resorts in
July 2018 for $39 million, of which $13 million has been paid to
date. The remaining $26 million is to be paid in future years, this
deferred consideration has a fair value of $22 million at
31 December 2018. Options exist over the remaining 49% interest
which are exercisable in a phased manner from 2026.
• The Group acquired Six Senses Hotels Resorts Spas and its
management business in February 2019 for $300 million in cash.
• The Group divested a number of investments for total proceeds of
$95 million in 2017 and $8 million in 2018.
Capital expenditure
• Capital expenditure in 2018 totalled $245 million compared with
$342 million in 2017 and $241 million in 2016 (see page 174). The
lower level of expenditure in 2018 was partly attributable to costs
borne in 2017 relating to the roll out of IHG Concerto. Recyclable
investments in 2017 included $43 million in connection with a
refinancing of the InterContinental New York Barclay hotel.
• At 31 December 2018, capital committed (being contracts placed
for expenditure on property, plant and equipment, intangible
assets and key money not provided for in the Group Financial
Statements) totalled $136 million.
The Group is subject to a variety of inherent risks that may have an
adverse impact on its business operations, financial condition,
turnover, profits, brands and reputation. This section describes the
main risks that could materially affect the Group’s business. The risks
below are not the only ones that the Group faces. Some risks are not
yet known to the Group and some risks that the Group does not
currently believe to be material could later turn out to be material.
The principal risks are on pages 26 to 30, the cautionary statements
regarding forward-looking statements are on page 208 and financial
and forward-looking information including note 8 on pages 125 to 129,
and note 22 on pages 144 to 146.
The Group is exposed to the risks of political and
economic developments
The Group is exposed to political, economic and financial market
developments such as recession, inflation and availability of credit
and currency fluctuations that could lower revenues and reduce
income. The outlook for 2019 may worsen due to continued
uncertainty in relation to Brexit, (see page 26 for a statement on the
materiality of this risk to the Company), Greater China, the Eurozone,
potential disruptions in the US economy, the impact of fluctuating
commodity prices (including oil) on economies dependent on such
exports, continued unrest in parts of the Middle East, Africa and
Asia, and barriers to global trade, including unforeseeable changes
in regulations, imposition of tariffs or embargoes, and other trade
restrictions or controls. The interconnected nature of economies
suggests any of these, or other events, could trigger a recession that
reduces leisure and business travel to and from affected countries
and adversely affects room rates and/or occupancy levels and other
income-generating activities. The owners or potential owners of
hotels franchised or managed by the Group face similar risks that
could adversely impact their solvency and the Group’s ability to
secure and retain franchise or management agreements.
Specifically, the Group is most exposed to the US market and,
increasingly, to Greater China.
Accordingly, the Group is particularly susceptible to adverse
changes in these economies as well as changes in their currencies.
In addition to trading conditions, the economic outlook also affects
the availability of capital to current and potential owners, which
could impact existing operations and the health of the pipeline.
The Group is exposed to the risk of events that adversely impact
domestic or international travel
The room rates and occupancy levels of the Group could be
adversely impacted by events that reduce domestic or international
travel, such as actual or threatened acts of terrorism or war, political
or civil unrest, epidemics or threats thereof, travel-related accidents
or industrial action, natural disasters, or other local factors impacting
specific countries, cities or individual hotels, as well as increased
transportation and fuel costs. Additionally, the Group may be
adversely impacted by increasing stakeholder expectations of
corporate performance in relation to waste, water, climate change, or
support to local communities. A decrease in the demand for business
and/or leisure hotel rooms as a result of such events may have an
182
IHG | Annual Report and Form 20-F 2018
Additional Information
adverse impact on the Group’s operations and financial results. In
addition, inadequate planning, preparation, response or recovery
in relation to a major incident or crisis may cause loss of life, prevent
operational continuity, or result in financial loss, and consequently
impact the value of our brands and/or the reputation of the Group.
The Group is exposed to the risks of the hotel industry supply-and-
demand cycle
The future operating results of the Group could be adversely
affected by industry overcapacity (by number of rooms) and weak
demand due, in part, to the cyclical nature of the hotel industry,
or other differences between planning assumptions and actual
operating conditions. These conditions could result in reductions
in room rates and occupancy levels, which would adversely impact
the financial performance of the Group.
The Group is subject to a competitive and changing industry
The Group operates in a competitive industry and must compete
effectively against traditional competitors such as other global hotel
chains, local hotel companies and independent hotels to win the
loyalty of guests, employees and owners. The competitive landscape
also includes other types of businesses, both global and specific to
certain markets, such as web-based booking channels (which
include online travel agents and intermediaries), and alternative
sources of accommodation such as short-term lets of private
property. Failure to compete effectively in traditional and emerging
areas of the business could impact the Group’s market share,
System size, profitability and relationships with owners and guests.
The hospitality industry has experienced recent consolidation and
is likely to see this trend continue as companies seek to maintain
or increase competitive advantage. Further consolidation by
competitors may result in such competitors having access
to increased resources, capabilities or capacity and provide
advantages from scale of revenues and/or cost structures.
The Group is exposed to risks related to executing and
realising benefits from strategic transactions, including
acquisitions and restructuring
The Group may seek to make strategic transactions, including
acquisitions, in the future. The Group may not be able to identify
opportunities or complete transactions on commercially reasonable
terms, or at all, and may not realise the anticipated benefits from
such transactions. Strategic transactions come with inherent
valuation, financial and commercial risks, and regulatory and insider
information risks during the execution of the transactions. The Group
may also continue to make organisational adjustments to support
delivery of our growth ambitions, including the integration of
acquisitions into the Group’s operating processes and systems.
This creates inherent risks of complexity and that any changes made
could be unsustainable or that we are unable to achieve the return
envisaged through reinvestment. In addition, the Group may face
unforeseen costs and liabilities, diversion of management attention,
as well as longer-term integration and operational risks, which could
result in a failure to realise benefits, financial losses, lower employee
morale and loss of talent.
The Group is dependent upon a wide range of external
stakeholders and business partners
The Group relies on the performance, behaviours and reputation
of a wide range of business partners and external stakeholders,
including, but not limited to, owners, contractors, lenders, suppliers,
vendors, joint-venture partners, online travel agents, third-party
intermediaries and other business partners which may have different
ethical values, interests and priorities. Further, the number and
complexity of interdependencies with stakeholders is evolving.
Breakdowns in relationships, contractual disputes, poor vendor
performance, insolvency, stakeholder behaviours or adverse
reputations, which may be outside of the Group’s control, could
adversely impact on the Group’s performance and competitiveness,
delivery of projects, guest experiences or the reputation of the
Group or its brands.
The Group is exposed to increasing competition from online travel
agents and intermediaries
A proportion of the Group’s bookings originate from large
multinational, regional and local online travel agents and
intermediaries with which the Group has contractual arrangements
and to which it pays commissions. These platforms offer a wide
range of products, often across multiple brands, have growing
booking and review capabilities, and may create the perception that
they offer the lowest prices. Some of these online travel agents and
intermediaries have strong marketing budgets and aim to create
brand awareness and brand loyalty among consumers and may seek
to commoditise hotel brands through price and attribute
comparison. Further, if these companies continue to gain market
share, they may impact the Group’s profitability, undermine the
Group’s own booking channels and value to its hotel owners, and
may be able to increase commission rates and negotiate other
favourable contract terms.
The Group is exposed to a variety of risks related to identifying,
securing and retaining franchise and management agreements
The Group’s growth strategy depends on its success in identifying,
securing and retaining franchise and management agreements.
This is an inherent risk for the hotel industry and the franchise
business model. Competition with other hotel companies may
generally reduce the number of suitable franchise, management
and investment opportunities offered to the Group and increase
the bargaining position of property owners seeking to become
a franchisee or engage a manager. The terms of new franchise
or management agreements may not be as favourable as current
arrangements; the Group may not be able to renew existing
arrangements on similarly favourable terms, or at all.
There can also be no assurance that the Group will be able to
identify, retain or add franchisees to the IHG System, to secure
management contracts or open hotels in our development pipeline.
For example, the availability of suitable sites, market saturation,
planning and other local regulations or the availability and
affordability of finance may restrict the supply of suitable hotel
development opportunities under franchise or management
agreements and mean that not every hotel in our development
pipeline may develop into a new hotel that enters our system.
In connection with entering into franchise or management
agreements, the Group may be required to make investments in,
or guarantee the obligations of, third parties or guarantee minimum
income to third parties. There are also risks that significant
franchisees or groups of franchisees may have interests that conflict,
or are not aligned, with those of the Group, including, for example,
the unwillingness of franchisees to support brand improvement
initiatives. This could result in franchisees prematurely terminating
contracts which would adversely impact the overall IHG System size
and the Group’s financial performance.
The Group is exposed to inherent risks in relation to changing
technology and systems
As the use of the internet, artificial intelligence, mobile and data
technology grows, and new and disruptive technology solutions
are developed, customer needs evolve at pace. The Group may
find that its evolving technology capability is not sufficient and may
have to make substantial additional investments in new technologies
or systems to remain competitive. Failure to keep pace with
developments in technologies or systems, and also with regulatory,
risk and ethical considerations of how these developments are used,
may put the Group at a competitive disadvantage. In addition, the
technologies or systems that the Group chooses to deploy may not
be commercially successful or the technology or system strategy
may not be sufficiently aligned with the needs of the business. Any
IHG | Annual Report and Form 20-F 2018 | Additional Information | Group information
183
Group information continued
Risk factors continued
such failure could adversely affect guest experiences, and the Group
may lose customers, fail to attract new customers, incur substantial
costs or face other losses. This could further impact the Group’s
reputation in regards to innovation. (See also information security
and data privacy risk factor.)
The Group is reliant on the reputation of its existing brands and is
exposed to inherent reputation risks
Any event that materially damages the reputation of one or more
of the Group’s brands and/or fails to sustain the appeal of the Group’s
brands to its customers and owners may have an adverse impact on
the value of that brand and subsequent revenues from that brand or
business. In particular, if the Group is unable to create consistent,
valued, and quality products and guest experiences across the
owned, leased and managed lease, managed and franchised estates,
or if the Group, its franchisees or business partners fail to act
responsibly, this could result in an adverse impact on its brand
reputation. In addition, the value of the Group’s brands could be
influenced by a number of external factors outside the Group’s
control, such as, but not limited to, changes in sentiments against
global brands, changes in applicable regulations related to the hotel
industry or to franchising, successful commoditisation of hotel brands
by online travel agents and intermediaries, or changes in owners’
perceptions of the value of the Group.
The Group is exposed to risks associated with its
intellectual property
Given the importance of brand recognition to the Group’s
business, the protection of its intellectual property poses a risk
due to the variability and changes in controls, laws and
effectiveness of enforcement globally. Any widespread
infringement, misappropriation or weakening of the control
environment could materially harm the value of the Group’s
brands and its ability to develop the business.
The Group is reliant upon the resilience of its reservation system
and other key technology platforms and is exposed to risks that
could disrupt their operation and/or integrity
The value of the Group is partly derived from the ability to drive
reservations through its reservation system and technology platforms
which are highly integrated with other processes and systems and
linked to multiple sales channels, including the Group’s own websites,
in-house and third-party managed call centres, hotels, third-party
intermediaries and travel agents.
The scope and complexity of our technology infrastructure, including
increasing reliance on third-party suppliers to support and protect our
systems and information, as well as the rapidly evolving cyber threats,
means that we are inherently vulnerable to physical damage, failures,
disruptions, denial of service, phishing or other malware attacks,
cyber terrorism and fraud, as well as human error, negligence and
wilful misuse. Our franchisees and suppliers are also inherently
vulnerable to the same risks.
Lack of resilience and operational availability of these systems
provided by the Group or third-party technology providers could lead
to prolonged service disruption and might result in significant
business interruption, impact the guest booking experience, loss of
or theft of data, and subsequently adversely impact Group revenues,
incur financial costs to remediate or investigate, lead to regulatory
and/or contractual enforcement actions or lawsuits, and damage
the Group’s reputation and relationships with hotel owners.
The Group is exposed to a variety of risks associated with safety,
security and crisis management
There is a constant need to protect the safety and security of
our guests, employees and assets against natural and man-made
threats. These include, but are not limited to, exceptional events
such as extreme weather, civil or political unrest, violence and
184
IHG | Annual Report and Form 20-F 2018
terrorism, serious and organised crime, fraud, employee dishonesty,
cyber crime, pandemics, fire, and day-to-day accidents, incidents
and petty crime which impact the guest or employee experience,
could cause loss of life, sickness or injury and result in compensation
claims, fines from regulatory bodies, litigation, and impact
reputation. Serious incidents or a combination of events could
escalate into a crisis which, if managed poorly, could further expose
the Group and its brands to significant reputational damage.
The Group requires the right people, skills and capability to
manage growth and change
In order to remain competitive, the Group must employ the
right people. This includes hiring and retaining highly skilled
employees with particular expertise or leadership capability.
The implementation of the Group’s strategic business plans could
be undermined by failure to build and sustain a resilient corporate
culture, failure to recruit or retain key personnel, unexpected loss of
key senior employees, failures in the Group’s succession planning and
incentive plans, or failure to invest in the development of key skills.
Some of the markets in which the Group operates are experiencing
economic growth and/or low levels of unemployment, and the
Group must compete against other companies inside and outside
the hospitality industry for suitably qualified or experienced
employees. Some emerging markets may not have the required local
expertise to operate a hotel and may not be able to attract the right
talent. Failure to attract and retain employees and increasing labour
costs may threaten the ability to operate hotels and our corporate
support functions, achieve business growth targets or impact the
profitability of our operations. Additionally, unless skills are
supported by a sufficient infrastructure to enable knowledge and
skills to be passed on, the Group risks losing accumulated
knowledge if key employees leave the Group.
Collective bargaining activity could disrupt operations, increase
our labour costs or interfere with the ability of our management to
focus on executing our business strategies.
A significant number of colleagues at our managed, owned, leased
and managed lease hotels (approximately 23% in the US) are
covered by collective bargaining agreements and similar
agreements. If relationships with those colleagues or the unions that
represent them become adverse, the properties we own, lease or
manage could experience labour disruptions such as strikes,
lockouts, boycotts and public demonstrations. Collective bargaining
agreements representing approximately half of our organised
colleagues in the US expired and were renegotiated in 2018 and we
may be required to negotiate additional collective bargaining
agreements in the future if more employees become unionised.
Labour disputes, which are generally more likely when collective
bargaining agreements are being renegotiated, could harm our
relationship with our colleagues, result in increased regulatory
inquiries and enforcement by governmental authorities and deter
guests. Further, adverse publicity related to a labour dispute could
harm our reputation and reduce customer demand for our services.
Labour regulation and the negotiation of new or existing collective
bargaining agreements could lead to higher wage and benefit costs,
changes in work rules that raise operating expenses, legal costs and
limitations on our ability or the ability of our third-party property
owners to take cost saving measures during economic downturns.
We do not have the ability to control the negotiations of collective
bargaining agreements covering unionised labour employed by our
third-party property owners and franchisees. Increased unionisation
of our workforce, new labour legislation or changes in regulations
could disrupt our operations, reduce our profitability or interfere
with the ability of our management to focus on executing our
business strategies.
Additional Information The Group is exposed to the risk of litigation
Certain companies in the Group are the subject of various claims and
proceedings. The ultimate outcome of these matters is subject to
many uncertainties, including future events and uncertainties inherent
in litigation. In addition, the Group could be at risk of litigation claims
made by many parties, including but not limited to: guests, customers,
joint-venture partners, suppliers, employees, regulatory authorities,
franchisees and/or the owners of the hotels it manages. Claims filed
may include requests for punitive damages as well as compensatory
damages. Unfavourable outcomes of claims or proceedings could
have a material adverse impact on the Group’s results of operations,
cash flow and/or financial position. Exposure to significant litigation
or fines may also affect the reputation of the Group and its brands.
(See also legal proceedings on page 192.)
The Group is exposed to the risks related to cybersecurity
and data privacy
The Group is increasingly dependent upon the collection, usage,
retention, availability, integrity and confidentiality of information,
including, but not limited to: guest and employee credit card,
financial and personal data, and business performance, financial
reporting and commercial development. The information is
sometimes held in different formats such as digital, paper, voice
recordings and video and could be stored in many places, including
facilities managed by third-party service providers, in our company
managed hotels, and by our franchisees, who are subject to the
same or similar risks.
Cyber breaches increasingly appear to be an unfortunate reality
for most firms and we therefore invest in trying to avoid them
where reasonable and practical to do so – in recognition of the
possible impact of cybersecurity breaches beyond data loss on
operational performance, ransomware and regulatory actions/
fines, as well as the potential impact on our reputation. The threats
towards the hospitality industry and the Group’s information are
dynamic, and include cyber-attacks, fraudulent use, loss or misuse
by employees and breaches of our vendors’ security arrangements,
amongst others.
The Group experienced cybersecurity incidents including; (a) at a
number of Kimpton hotels that resulted in unauthorised access to
guest payment card data (the Kimpton Security Incident); and (b)
an incident that involved malware being installed on servers that
processed payment cards used at restaurants and bars of 12 IHG
managed properties (the Americas Security Incident), that the Group
become aware of in 2016. These incidents resulted in the Group
reimbursing the impacted card networks for counterfeit fraud losses
and related expenses and becoming subject to investigations
regarding compliance with applicable State and Federal data
security standards, and legal action from individuals and
organisations impacted by the Security Incidents. To date, four
lawsuits have been filed against IHG entities relating to the
Security Incidents.
The legal and regulatory environment around data privacy and
requirements set out by the payment card industry surrounding
information security across the many jurisdictions in which the
Group operates are constantly evolving, (such as the EU GDPR,
China cybersecurity law, and California privacy law). If the Group
fails to appropriately protect information and ensure relevant
controls are in place to enable the appropriate use and release of
information through the appropriate channels in a timely and
accurate manner, IHG System performance, guest experience and
the reputation of the Group may be adversely affected. This could
lead to revenue losses, fines, penalties, litigation and other
additional costs.
We are also required to comply with marketing and advertising laws
relating to our direct marketing practices, including email marketing,
online advertising, and postal mailings. Further restrictions to the
content or interpretations of these laws could adversely impact
our current and planned activities and the effectiveness or viability
of our marketing strategies to maintain, extend and acquire
relationships with customers, and impact the amount and
timing of our sales of certain products.
For information of incidents relating to cybersecurity
and data privacy during 2018, see pages 157 and 192.
The Group is required to comply with existing and changing
regulations and act in accordance with societal expectations
across numerous countries, territories and jurisdictions
Government regulations affect countless aspects of the Group’s
business ranging from corporate governance, health and safety,
the environment, bribery and corruption, employment law and
diversity, disability access, data privacy and information protection,
financial, accounting and tax. Regulatory changes may require
significant changes in the way the business operates and may inhibit
the Group’s strategy, including the markets the Group operates in,
brand protection, and use or transmittal of personal data. If the
Group fails to comply with existing or changing regulations, the
Group may be subject to fines, prosecution, loss of licence to
operate or reputational damage.
The reputation of the Group and the value of its brands are
influenced by a wide variety of factors, including the perception
of stakeholder groups such as guests, owners, suppliers and
communities in which the Group operates. The social and
environmental impacts of its business are under increasing scrutiny,
and the Group is exposed to the risk of damage to its reputation if
it fails to (or fails to influence its business partners to) undertake
responsible practices and engage in ethical behaviour, or fails
to comply with relevant regulatory requirements.
The Group may face difficulties insuring its business
Historically, the Group has maintained insurance at levels
determined to be appropriate in light of the cost of cover and the
risk profile of the business. However, forces beyond the Group’s
control, including market forces, may limit the scope of coverage
the Group can obtain and the Group’s ability to obtain coverage at
reasonable rates. Other forces beyond the Group’s control, such as
terrorist attacks or natural disasters, may be uninsurable or simply
too expensive to insure. Inadequate or insufficient insurance could
expose the Group to large claims or could result in the loss of capital
invested in properties.
The Group is exposed to inherent uncertainties associated with
brand development and expansion
The Group has recently launched or acquired a number of new
brands, such as EVEN Hotels, HUALUXE, avid Hotels, voco, Kimpton
Hotels & Restaurants, Regent Hotels, and entered into co-branded
credit card relationships to support the IHG Rewards Club
programme. As the roll out, integration and growth of these brands
(including associated loyalty programmes) is dependent on market
conditions, guest preference and owner investment, and also
continued cooperation with third parties, there are inherent risks
that we will be unable to recover costs incurred in developing or
acquiring the brands or any new programmes or products, or
those brands, programmes, or products will not succeed as we
intend. The Group’s ongoing agenda to accelerate growth and
strategic initiatives creates risks relating to the transition of systems,
operating models and processes, and may result in failures to
improve commercial performance, leading to financial loss and
undermining stakeholder confidence.
IHG | Annual Report and Form 20-F 2018 | Additional Information | Group information
185
The Group could be affected by credit risk on treasury transactions
The Group uses long-term credit ratings from Standard and Poor’s,
Moody’s and Fitch Ratings as a basis for setting its counterparty
limits. In order to manage the Group’s 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 Group’s policy that all customers who wish to
trade on credit terms are subject to credit verification procedures.
In respect of credit risk arising from financial assets, the Group’s
exposure to credit risk arises from default of the counterparty,
with a maximum exposure equal to the carrying amount of these
instruments. The carrying amount of financial assets represents
the maximum exposure to credit risk.
The Group is exposed to a variety of risks associated with its
financial stability and ability to borrow and satisfy debt covenants
While the strategy of the Group is to grow through activities that do
not involve significant amounts of its own capital, the Group does
require capital to fund some development opportunities,
technological innovations and strategic acquisitions; and to maintain
and improve owned hotels. The Group is reliant upon having
financial strength and access to borrowing facilities to meet these
expected capital requirements. The majority of the Group’s
borrowing facilities are only available if the financial covenants in the
facilities are complied with. Non-compliance with covenants could
result in the Group’s lenders demanding repayment of the funds
advanced. If the Group’s financial performance does not meet
market expectations, it may not be able to refinance existing
facilities on terms considered favourable.
The Group’s financial performance may be affected by changes
in tax rates
The Group’s financial performance may be affected by changes
in taxes, including as a result of US federal income tax reform
and taxation and/or repatriation of income earned abroad, and
governmental regulations that influence or set wages, prices,
interest rates or construction and maintenance procedures and
costs. Many factors will affect the Group’s 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 OECD’s 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.
Tax liabilities or refunds may also differ from those anticipated,
in particular as a result of changes in tax law, changes in the
interpretation of tax law, or clarification of uncertainties in the
application of tax law.
Group information continued
Risk factors continued
The Group is exposed to an impairment of the carrying value of our
brands, goodwill or other tangible and intangible assets negatively
affecting our consolidated operating results
We hold significant amounts of goodwill, intangible assets, property
and equipment, and investments. We review the value of our
goodwill and indefinite-lived intangible assets for impairment
annually (or whenever events or circumstances indicate impairment
may have occurred). Changes to estimated fair values could result
from shifts in the business climate, the competitive environment, the
perceived reputation of our brands (by guests or owners), or
changes in interest rates, operating cash flows, market capitalisation,
or developments in the legal or regulatory environment. Because of
the significance of our goodwill and other intangible assets, we have
previously incurred and may incur future impairment charges for
these assets, which may require material non-cash charges to our
results of operations, which could have an adverse effect on our
financial results.
The Group is exposed to fluctuations in exchange rates, currency
devaluations or restructurings and to interest rate risk in relation
to its borrowings
The US dollar is the predominant currency of the Group’s revenue
and cash flows. Movements in foreign exchange rates can affect the
Group’s reported profit, net liabilities and interest cover. The most
significant exposures of the Group are in currencies that are freely
convertible. The Group’s reported debt has an exposure to
borrowings held in pounds sterling. Conducting business in
currencies other than US dollars exposes us to fluctuations in
exchange rates, currency devaluations, or restructurings. This could
potentially lower our reported revenues, increase our costs, reduce
our profits or disrupt our operations. Our exposure to these factors
is linked to the pace of our growth in territories outside the US and, if
the proportion of our revenues grows, this may increase the
potential sensitivity to currency movements having an adverse
impact on our results.
From time to time, the Group hedges a portion of forecast foreign
currency income by taking out forward exchange contracts and also
uses short-dated foreign exchange swaps to manage sterling surplus
cash and reduce US dollar borrowings whilst maintaining
operational flexibility. However, these arrangements may not
eliminate foreign exchange risk exposures entirely, and involve
inherent risks of their own, including management time, expertise
and external costs.
The Group is also exposed to interest rate risk in relation to its fixed
and floating rate borrowings and may use interest rate swaps to
manage the exposure.
The Group’s operations are dependent on maintaining sufficient
liquidity to meet all foreseeable medium-term requirements and
provide headroom against unforeseen obligations
Cash and cash equivalents is held in short-term deposits and cash
funds which allow daily withdrawals of cash. Most of the Group’s
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.
Short-term borrowing requirements may be met from drawings
under uncommitted overdrafts and facilities.
186
IHG | Annual Report and Form 20-F 2018
Additional Information 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
IHG’s 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 IHG’s 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.
Executive
Committee
member
Keith Barr
Paul Edgecliffe-
Johnson
Number of shares held outright
APP deferred share awards
LTIP share awards (unvested)
Total number of shares held
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
40,642
42,782
31,116
26,847
28,262
24,586
97,211
97,211
90,987
164,700
168,255
146,689
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
Claire Bennett
–
–
–
–
41,753
42,058
–
82,694
82,694
–
147,981
149,525
–
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
6,876
6,341
7,239
8,180
38,087
38,087
38,413
96,273
99,338
96,868
6,561
33,521
33,521
35,209
41,748
42,183
41,770
Yasmin Diamond
1,351
1,423
Nicolette
Henfrey
Kenneth
Macpherson
–
–
7,296
7,681
Eric Pearson
10,295
10,837
Ranjay
Radhakrishnan
7,902
8,318
–
–
–
–
–
5,678
–
–
18,675
–
–
24,353
–
–
30,535
31,468
29,057
53,121
53,121
59,675
90,952
92,270
88,732
20,531
21,613
22,979
63,635
63,635
72,633
94,461
96,085
95,612
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 IHG’s 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
Group information continued
Description of securities other than equity securities
Fees and charges payable to a depositary
Category
(as defined by SEC)
Depositary actions
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
Associated fee
$5 for each 100 ADSs (or portion thereof)
Receiving or
distributing dividends
Selling or exercising
rights
Withdrawing an
underlying security
Transferring, splitting or
grouping receipts
General depositary
services, particularly
those charged on an
annual basis
Expenses of the
depositary
Distribution of stock dividends
Distribution of cash
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)
$0.02 or less per ADS (or portion thereof)
$5 for each 100 ADSs (or portion thereof)
Acceptance of ADRs surrendered for withdrawal of deposited securities
$5 for each 100 ADSs (or portion thereof)
Transfers, combining or grouping of depositary receipts
$1.50 per ADS
$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 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
Other services performed by the depositary in administering the ADRs
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 Depositary’s or its custodian’s 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
a These fees are not currently being charged by the ADR Depositary.
Fees and charges payable by a depositary
JPMorgan Chase Bank N.A. (JPMorgan or the ADR Depositary) is the
depositary for IHG’s ADR programme. The ADR Depositary’s
principal executive office is at: J.P. Morgan Depositary Receipts,
4 New York Plaza, 12th Floor, New York, NY 10004, US. The ADR
Depositary has agreed to reimburse certain reasonable Company
expenses related to the Company’s ADR programme and incurred
by the Company in connection with the ADR programme. During the
year ended 31 December 2018, the Company received $376,007.95
from the ADR Depositary in respect of legal, accounting and other
fees incurred in connection with the preparation of the Annual
Report and Form 20-F, ongoing SEC compliance and listing
requirements, investor relations programmes, and advertising and
public relations expenditure.
188
IHG | Annual Report and Form 20-F 2018
Additional Information Articles of Association
The Company’s Articles of Association (the Articles) were first
adopted with effect from 27 June 2005 and were most recently
amended at the AGM held on 4 May 2018 and are available on the
Company’s website at www.ihgplc.com/investors under Corporate
governance. The following summarises material rights of holders of
the Company’s ordinary shares under the material provisions of the
Articles and English law. This summary is qualified in its entirety by
reference to the Companies Act and the Articles.
The Company’s shares may be held in certificated or uncertificated
form. No holder of the Company’s shares will be required to make
additional contributions of capital in respect of the Company’s
shares in the future.
In the following description, a ‘shareholder’ is the person
registered in the Company’s register of members as the holder
of the relevant share.
Principal objects
The Company is incorporated under the name InterContinental
Hotels Group PLC and is registered in England and Wales with
registered number 5134420. The Articles do not restrict its
objects or purposes.
Directors
Under the Articles, a Director may have an interest in certain matters
(Permitted Interest) without the prior approval of the Board, provided
they have declared the nature and extent of such Permitted Interest
at a meeting of the Directors or in the manner set out in Section 184
or Section 185 of the Companies Act.
Company, and such conflict must be authorised by a resolution of
the Board. The Director that is interested in such a matter may
neither vote on the resolution to authorise such conflict, nor count in
the quorum of the meeting at which it was passed. Furthermore, as
noted above, the interested Director is not permitted to vote in
respect of any proposal in which they have any material interest
(except in respect of the limited exceptions outlined above) nor
may they count in the quorum of the meeting at which such
business is transacted.
As such, a Director has no power, in the absence of an independent
quorum, to vote on compensation to themselves, but may vote on a
resolution (and may count in the quorum of the meeting at which it
was passed) to award compensation to Directors provided those
arrangements do not confer a benefit solely on them.
The Directors are empowered to exercise all the powers of the
Company to borrow money, subject to the limitation that the
aggregate amount of all monies borrowed by the Company and its
subsidiaries shall not exceed an amount equal to three times the
Company’s share capital and consolidated reserves, unless
sanctioned by an ordinary resolution of the Company.
Under the Articles, there are no age-limit requirements relating to
a person’s qualification to hold office as a Director of the Company.
Directors are not required to hold any shares of the Company by way
of qualification.
The Articles require annual retirement and re-election of all Directors
at the AGM.
Any matter in which a Director has a material interest, and which
does not comprise a Permitted Interest, must be authorised by the
Board in accordance with the procedure and requirements
contained in the Articles. In particular, this includes the requirement
that a Director may not vote on a resolution to authorise a matter in
which they are interested, nor may they count in the quorum of the
meeting at which such business is transacted.
Rights attaching to shares
Dividend rights and rights to share in the Company’s profits
Under English law, dividends are payable on the Company’s ordinary
shares only out of profits available for distribution, as determined in
accordance with accounting principles generally accepted in the UK
and by the Companies Act. No dividend will bear interest as against
the Company.
Further, a Director may not vote in respect of any proposal in which
they, or any person connected with them, has any material interest
other than by virtue of their interests in securities of, or otherwise
in or through, the Company, nor may they count in the quorum of
the meeting at which such business is transacted. This is subject
to certain exceptions, including in relation to proposals:
(a) indemnifying them in respect of obligations incurred on behalf of
the Company; (b) indemnifying a third party in respect of obligations
of the Company for which the Director has assumed responsibility
under an indemnity or guarantee; (c) relating to an offer of securities
in which they will be interested as an underwriter; (d) concerning
another body corporate in which the Director is beneficially
interested in less than one per cent of the issued shares of any class
of shares of such a body corporate; (e) relating to an employee
benefit in which the Director will share equally with other employees;
and (f) relating to liability insurance that the Company is empowered
to purchase for the benefit of Directors of the Company in respect of
actions undertaken as Directors (or officers) of the Company.
The Directors have authority under the Articles to set their own
remuneration (provided certain criteria are met). While an agreement
to award remuneration to a Director is an arrangement with the
Company that comprises a Permitted Interest (and therefore does
not require authorisation by the Board in that respect), it is
nevertheless a matter that would be expected to give rise to a
conflict of interest between the Director concerned and the
Holders of the Company’s ordinary shares are entitled to receive
such dividends as may be declared by the shareholders in general
meeting, rateably according to the amounts paid up on such shares,
provided that the dividend cannot exceed the amount
recommended by the Directors.
The Company’s Board of Directors may declare and pay to
shareholders such interim dividends as appear to them to be
justified by the Company’s financial position. If authorised by an
ordinary resolution of the shareholders, the Board of Directors may
also direct payment of a dividend in whole or in part by the
distribution of specific assets (and in particular of paid-up shares
or debentures of any other company).
Any dividend unclaimed by a member (or by a person entitled by
virtue of transmission on death or bankruptcy or otherwise by
operation of law) after six years from the date the dividend was
declared, or became due for payment, will be forfeited and will
revert to the Company.
Voting rights
The holders of ordinary shares are entitled, in respect of their holdings
of such shares, to receive notice of general meetings and to attend,
speak and vote at such meetings in accordance with the Articles.
Voting at any general meeting of shareholders is by a show of hands
unless a poll, which is a written vote, is duly demanded. On a show of
hands, every shareholder who is present in person or by proxy at a
general meeting has one vote regardless of the number of shares held.
IHG | Annual Report and Form 20-F 2018 | Additional Information | Group information
189
Group information continued
Articles of Association continued
On a poll, every shareholder who is present in person or by proxy
has one vote for every share held by that shareholder. A poll may
be demanded by any of the following:
• The Chair of the meeting;
• At least five shareholders present in person or by proxy and
entitled to vote at the meeting;
• Any shareholder or shareholders present in person or by proxy
representing in the aggregate not less than one-tenth of the total
voting rights of all shareholders entitled to vote at the meeting; or
• Any shareholder or shareholders present in person or by proxy
holding shares conferring a right to vote at the meeting and on
which there have been paid up sums in the aggregate at least
equal to one-tenth of the total sum paid up on all the shares
conferring that right.
A proxy form will be treated as giving the proxy the authority to
demand a poll, or to join others in demanding one.
The necessary quorum for a general meeting is three persons
carrying a right to vote upon the business to be transacted, whether
present in person or by proxy.
Matters are transacted at general meetings of the Company by the
proposing and passing of resolutions, of which there are two kinds:
• An ordinary resolution, which includes resolutions for the election
of Directors, the approval of financial statements, the cumulative
annual payment of dividends, the appointment of the Auditor, the
increase of share capital or the grant of authority to allot shares.
• A special resolution, which includes resolutions amending the
Articles, disapplying statutory pre-emption rights, modifying the
rights of any class of the Company’s shares at a meeting of the
holders of such class or relating to certain matters concerning the
Company’s winding up or changing the Company’s name.
An ordinary resolution requires the affirmative vote of a majority of
the votes of those persons present and entitled to vote at a meeting
at which there is a quorum.
Special resolutions require the affirmative vote of not less than three
quarters of the persons present and entitled to vote at a meeting at
which there is a quorum.
AGMs must be convened upon advance written notice of 21 days.
Other meetings must be convened upon advance written notice
of 14 days. The days of delivery or receipt of the notice are not
included. The notice must specify the nature of the business to
be transacted. The Board of Directors may, if they choose, make
arrangements for shareholders, who are unable to attend the
place of the meeting, to participate at other places.
Variation of rights
If, at any time, the Company’s share capital is divided into different
classes of shares, the rights attached to any class may be varied,
subject to the provisions of the Companies Act, with the consent in
writing of holders of three-quarters in nominal value of the issued
shares of that class or upon the adoption of a special resolution
passed at a separate meeting of the holders of the shares of that
class. At every such separate meeting, all of the provisions of the
Articles relating to proceedings at a general meeting apply, except
that the quorum is to be the number of persons (which must be two
or more) who hold or represent by proxy not less than one-third in
nominal value of the issued shares of that class.
Rights in a winding-up
Except as the Company’s shareholders have agreed or may
otherwise agree, upon the Company’s winding up, the balance of
assets available for distribution is to be distributed among the
holders of ordinary shares according to the amounts paid up on the
shares held by them:
• After the payment of all creditors including certain
preferential creditors, whether statutorily preferred creditors
or normal creditors; and
• Subject to any special rights attaching to any class of shares.
This distribution is generally to be made in cash. A liquidator may,
however, upon the adoption of a special resolution of the
shareholders, divide among the shareholders the whole or any part
of the Company’s assets in kind.
Limitations on voting and shareholding
There are no limitations imposed by English law or the Articles on the
right of non-residents or foreign persons to hold or vote the
Company’s ordinary shares or ADSs, other than the limitations that
would generally apply to all of the Company’s shareholders.
Working Time Regulations 1998
Under EU law, many employees of Group companies are now
covered by the Working Time Regulations which came into force in
the UK on 1 October 1998. These regulations implemented the
European Working Time Directive and parts of the Young Workers
Directive, and lay down rights and protections for employees in
areas such as maximum working hours, minimum rest time,
minimum days off and paid leave.
In the UK, there is in place a national minimum wage under the
National Minimum Wage Act 1998, as amended. At 31 December
2018, the minimum wage for individuals aged 18 to 20 was £5.90 per
hour, aged 21 to 24 was £7.38 per hour and for those aged 25 or over
was £7.83 per hour in each case, excluding apprentices aged under
19 years or, otherwise, in the first year of their apprenticeships.
This particularly impacts businesses in the hospitality and retailing
sectors. Compliance with the National Minimum Wage Act is being
monitored by the Low Pay Commission, an independent statutory
body established by the UK Government.
None of the Group’s UK employees are covered by collective
bargaining agreements with trade unions.
Continual attention is paid to the external market in order to ensure
that terms of employment are appropriate. The Group believes the
Group companies will be able to conduct their relationships with
trade unions and employees in a satisfactory manner.
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IHG | Annual Report and Form 20-F 2018
Additional Information Material contracts
The following contracts have been entered into otherwise than in the
course of ordinary business by members of the Group: (i) in the two
years immediately preceding the date of this document in the case
of contracts which are or may be material; or (ii) that contain
provisions under which any Group member has any obligation or
entitlement that is material to the Group as at the date of this
document. To the extent that these agreements include
representations, warranties and indemnities, such provisions are
considered standard in an agreement of that nature, save to the
extent identified below.
Syndicated Facility
On 30 March 2015, the Company signed a five-year $1.275 billion
bank facility agreement (Syndicated Facility) with Bank of America
Merrill Lynch International Limited, Barclays Bank plc, HSBC Bank
PLC, SunTrust Robinson Humphrey, The Bank of Tokyo-Mitsubishi
UFJ, Ltd and The Royal Bank of Scotland plc, all acting as joint
bookrunners and The Bank of Tokyo-Mitsubishi UFJ, Ltd as facility
agent. The Company has exercised its ability to extend the term of
the Syndicated Facility by two additional periods of 12 months,
taking the term of the Syndicated Facility to 2022. The interest
margin payable on borrowings under the Syndicated Facility is linked
to IHG’s consolidated net debt to consolidated EBITDA ratio. The
margin can vary between LIBOR + 0.40% and LIBOR + 1.00%
depending on the level of the ratio. The Syndicated Facility was
undrawn as at 31 December 2018.
£2 billion Euro Medium Term Note programme
In 2018, the Group updated its Euro Medium Term Note programme
(Programme) and issued a tranche of €500 million 2.125% notes due
15 May 2027 (2018 Issuance).
On 11 August 2016, an amended and restated trust deed (Trust Deed)
was executed by InterContinental Hotels Group PLC as issuer
(Issuer), Six Continents Limited and InterContinental Hotels Limited
as guarantors (Guarantors) and HSBC Corporate Trustee Company
(UK) Limited as trustee (Trustee), pursuant to which the trust deed
dated 27 November 2009, as supplemented by three supplemental
trust deeds dated 7 July 2011, 9 November 2012 and 16 June 2015
between the same parties relating to the Programme, were
amended and restated. Under the Trust Deed, the Issuer may issue
notes (Notes) unconditionally and irrevocably guaranteed by the
Guarantors, up to a maximum nominal amount from time to time
outstanding of £2 billion (or its equivalent in other currencies). Notes
are to be issued in series (each a Series) in bearer form. Each Series
may comprise one or more tranches (each a Tranche) issued on
different issue dates. A Tranche of Notes may be issued on the terms
and conditions set out in a base prospectus as amended and/or
supplemented by a document setting out the final terms (Final
Terms) of such Tranche or in a separate prospectus specific
to such Tranche.
Under the Trust Deed, each of the Issuer and the Guarantors has
given certain customary covenants in favour of the Trustee.
Final Terms were issued (pursuant to a base prospectus dated
9 November 2012) on 26 November 2012, in respect of the issue of a
Tranche of £400 million 3.875% Notes due 28 November 2022 (2012
Issuance). Final Terms were issued (pursuant to a base prospectus
dated 16 June 2015) on 12 August 2015 in respect of the issue of a
Tranche of £300 million 3.75% Notes due 14 August 2025 (2015
Issuance). Final Terms were issued (pursuant to the base prospectus
dated 11 August 2016) on 22 August 2016 in respect of the issue of
a Tranche of £350 million 2.125% Notes due 24 August 2026
(2016 Issuance). Final Terms were issued (pursuant to the base
prospectus dated 13 August 2018) on 13 November 2018 in
respect of the 2018 Issuance.
The Final Terms issued under each of the 2012 Issuance, the 2015
Issuance, the 2016 Issuance and 2018 Issuance provide that the
holders of the Notes have the right to repayment if the Notes (a)
become non-investment grade within the period commencing on
the date of announcement of a change of control and ending 90
days after the change of control (Change of Control Period) and are
not subsequently, within the Change of Control Period, reinstated to
investment grade; (b) are downgraded from a non-investment grade
and are not reinstated to its earlier credit rating or better within the
Change of Control Period; or (c) are not credit rated and do not
become investment grade credit rated by the end of the Change
of Control Period.
Further details of the Programme and the Notes are set out in the
base prospectus, dated 13 August 2018, a copy of which is available
(as is a copy of each of the Final Terms dated 26 November 2012
relating to the 2012 Issuance, the Final Terms dated 12 August 2015
relating to the 2015 Issuance, the Final Terms dated 22 August 2016
relating to the 2016 Issuance and the Final Terms dated 13 November
2018 relating to the 2018 issuance) on the Company’s website at
www.ihgplc.com. The Notes issued pursuant to the 2012 Issuance,
the Notes issued pursuant to the 2015 Issuance, the Notes issued
pursuant to the 2016 Issuance and the Notes issued pursuant to the
2018 Issuance are referred to as ‘£400 million 3.875% bonds 2022’,
‘£300 million 3.750% bonds 2025’, ‘£350 million 2.125% bonds
2026’, and ‘€500 million 2.125% bonds 2027’ respectively in the
Group Financial Statements.
On 11 August 2016, the Issuer and the Guarantors entered into an
amended and restated agency agreement (Agency Agreement) with
HSBC Bank plc as principal paying agent and the Trustee, pursuant
to which the Issuer and the Guarantors appointed paying agents and
calculation agents in connection with the Programme and the Notes.
Under the Agency Agreement, each of the Issuer and the Guarantors
has given a customary indemnity in favour of the paying agents and
the calculation agents.
On 13 August 2018, the Issuer and the Guarantors entered into an
amended and restated dealer agreement (Dealer Agreement) with
HSBC Bank plc as arranger and Barclays Bank PLC, Commerzbank
Aktieengesel, HSBC Bank plc, Merrill Lynch International, MUFG
Securities EMEA plc, SunTrust Robinson Humphrey, Inc. and Wells
Fargo Securities international Limited as dealers (Dealers), pursuant
to which the Dealers were appointed in connection with the
Programme and the Notes.
Under the Dealer Agreement, each of the Issuer and the
Guarantors has given customary warranties and indemnities
in favour of the Dealers.
Acquisition of Six Senses Hotels Resorts Spas
On 12 February 2019, a share purchase agreement (SPA) was entered
into between Sustainable Luxury (BVI) Limited Partnership (acting
through Sustainable Luxury (BVI) Limited as its general partner),
Sustainable Luxury Holdings (BVI) Limited, and Inter-Continental
Hotels Corporation. Under the SPA, Inter-Continental Hotels
Corporation agreed to buy the entire issued share capital of
Sustainable Luxury Holdings (BVI) Limited, the principal trading
company of the Six Senses group, from Sustainable Luxury (BVI)
Limited Partnership. The purchase completed on 12 February 2019.
Under the SPA, Inter-Continental Hotels Corporation gave certain
customary warranties and indemnities to the seller.
The consideration paid in respect of the acquisition was $300 million
in cash, before adjustments.
IHG | Annual Report and Form 20-F 2018 | Additional Information | Group information
191
Group information continued
Legal proceedings
Group companies have extensive operations in the UK, as well
as internationally, and are involved in a number of legal claims and
proceedings incidental to those operations. It is the Company’s view
that such proceedings, either individually or in the aggregate, have
not in the recent past and are not likely to have a significant effect on
the Group’s financial position or profitability. Notwithstanding the
above, the Company notes the matters set out below. Litigation is
inherently unpredictable and, as of 18 February 2019, the outcome of
these matters cannot be reasonably determined.
A claim was filed on 9 July 2013 by Pan-American Life Insurance
Company against Louisiana Acquisitions Corp. and Inter-Continental
Hotels Corporation. The claimant originally identified eight causes
of action with respect to the management and sale of the
InterContinental New Orleans. On 21 August 2017, the court
granted summary judgment to the defendants on all of the
claimant’s remaining claims. The claimant appealed the ruling.
On 12 December 2018, the appellate court affirmed the lower court
ruling that granted summary judgment to both IHG defendants.
The claimant did not pursue a further appeal, concluding the claims
against IHG in this matter.
A claim was filed on 5 July 2016 by CPTS Hotel Lessee, LLC against
Holiday Hospitality Franchising, LLC (HHF). The claimant alleges
breach of the licence agreement and seeks a declaratory judgment
from the court that it has the right to terminate its licence with HHF.
HHF and InterContinental Hotels Group Resources, Inc. filed a claim
against CPTS Hotel Lessee, LLC also seeking a declaratory judgment
and alleging breach of contract and fraud. On 1 May 2018, the court
granted IHG’s motion for preliminary injunction and ruled that the
license agreement at issue is not terminable at will by CPTS. As of
18 February 2019, the likelihood of a favourable or unfavourable
result cannot be reasonably determined and it is not possible to
determine whether any loss is likely or to estimate the amount of
any loss.
A claim was filed on 20 September 2016 against Kimpton Hotel and
Restaurant Group, LLC, seeking class action status and alleging
breach of implied contract, negligence, and deceptive business
practices related to an alleged data breach. The claimant alleged
that Kimpton failed to secure and safeguard its customers’ payment
card data and personally identifiable information. The parties
reached agreement on a resolution of this matter and on 9 January
2019, the court granted the parties’ motion for preliminary approval
of the class action settlement.
A claim was filed on 5 May 2017 against InterContinental Hotels
Group PLC, Inter-Continental Hotels Corporation, and
InterContinental Hotels Group Resources, Inc. seeking class action
status and alleging breach of implied contract, negligence, and
unjust enrichment regarding an alleged data breach. The claimant
alleges that IHG failed to secure and safeguard customers’ personal
financial data. As of 18 February 2019, the likelihood of a favourable
or unfavourable result cannot be reasonably determined and it is not
possible to determine whether any loss is likely or to estimate the
amount of any loss.
A claim was filed on 26 June 2017 against Inter-Continental Hotels
Corporation, InterContinental Hotels Group Resources, Inc., and
InterContinental Hotels Group (Canada), Inc. seeking class action
status and alleging breach of fiduciary duty, negligence, breach of
confidence, intrusion upon seclusion, breach of contract, breach
of privacy legislation, and unjust enrichment regarding an alleged
data breach. The claim was amended in March 2018 to name
Six Continents Hotels, Inc. as the sole defendant. The claimant
alleges that security failures allowed customers’ financial
information to be compromised. As of 18 February 2019, the
likelihood of a favourable or unfavourable result cannot be
reasonably determined and it is not possible to determine whether
any loss is likely or to estimate the amount of any loss.
A claim was filed on 26 January 2018 against InterContinental
Hotels Group PLC, Inter-Continental Hotels Corporation and
InterContinental Hotels Group Resources, Inc., alleging negligence
and seeking class action status, declaratory judgment, injunctive
relief and unspecified damages regarding an alleged data breach.
On 29 May 2018, the claimants dismissed the complaint
without prejudice.
Two class action claims were filed on 19 March 2018 and
6 December 2018 against Six Continents Hotels, Inc. and other hotel
companies, alleging violations of anti-trust regulations. Both suits
allege that the defendant hotel companies conspired to eliminate
competitive branded keyword search advertising in the hotel
industry, which raised prices for hotel rooms in violation of
applicable law. As of 18 February 2019, the likelihood of a favourable
or unfavourable result cannot be reasonably determined and it is not
possible to determine whether any loss is likely or to estimate the
amount of any loss.
Exchange controls and restrictions on payment of dividends
There are no restrictions on dividend payments to US citizens.
Although there are currently no UK foreign exchange control
restrictions on the export or import of capital or the payment of
dividends on the ordinary shares or the ADSs, economic sanctions
which may be in force in the UK from time to time impose
restrictions on the payment of dividends to persons resident (or
treated as so resident) in or governments of (or persons exercising
public functions in) certain countries.
Other than economic sanctions which may be in force in the UK
from time to time, there are no restrictions under the Articles or
under English law that limit the right of non-resident or foreign
owners to hold or vote the ordinary shares or the ADSs. In addition,
the Articles contain certain limitations on the voting and other rights
of any holder of ordinary shares whose holding may, in the opinion
of the Directors, result in the loss or failure to secure the
reinstatement of any licence or franchise from any US governmental
agency held by Six Continents Hotels, Inc. or any subsidiary thereof.
192
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Additional Information Shareholder information
Taxation
This section provides a summary of material US federal income
tax and UK tax consequences to the US holders, described below,
of owning and disposing of ordinary shares or ADSs of the Company.
This section addresses only the tax position of a US holder who
holds ordinary shares or ADSs as capital assets. This section does
not, however, discuss all of the tax considerations that may be
relevant to any particular US holder, such as the provisions of the
Internal Revenue Code of 1986, as amended (IR Code) known as the
Medicare Contribution tax or tax consequences to US holders
subject to special rules, such as:
• Certain financial institutions.
• Insurance companies.
• Dealers and traders in securities who use a mark-to-market method
of tax accounting.
• Persons holding ordinary shares or ADSs as part of a straddle,
conversion transaction, integrated transaction or wash sale, or
persons entering into a constructive sale with respect to the
ordinary shares or ADSs.
• Persons whose functional currency for US federal income tax
purposes is not the US dollar.
• Partnerships or other entities classified as partnerships for US
federal income tax purposes.
• Persons liable for the alternative minimum tax.
• Tax-exempt organisations.
• Persons who acquired the Company’s ADSs or ordinary shares
pursuant to the exercise of any employee stock option or otherwise
in connection with employment.
• Persons who, directly or indirectly, own ordinary shares or ADSs
representing 10% or more of the Company’s voting power or value.
This section does not generally deal with the position of a US holder
who is resident in the UK for UK tax purposes or who is subject to UK
taxation on capital gains or income by virtue of carrying on a trade,
profession or vocation in the UK through a branch, agency or
permanent establishment to which such ADSs or ordinary shares are
attributable (‘trading in the UK’).
As used herein, a ‘US holder’ is a person who, for US federal income
tax purposes, is a beneficial owner of ordinary shares or ADSs and is:
(i) a citizen or individual resident of the US; (ii) a corporation, or other
entity taxable as a corporation, created or organised in or under the
laws of the US, any state therein or the District of Columbia; (iii) an
estate whose income is subject to US federal income tax regardless of
its source; or (iv) a trust, if a US court can exercise primary supervision
over the trust’s administration and one or more US persons are
authorised to control all substantial decisions of the trust.
This section is based on the IR Code, its legislative history, existing
and proposed regulations, published rulings and court decisions,
and on UK tax laws and the published practice of HM Revenue and
Customs (HMRC), all as of the date hereof. These laws, and that
practice, are subject to change, possibly on a retroactive basis.
This section is further based in part upon the representations of the
ADR Depositary and assumes that each obligation in the deposit
agreement and any related agreement will be performed in
accordance with its terms. For US federal income tax purposes, an
owner of ADRs evidencing ADSs will generally be treated as the
owner of the underlying shares represented by those ADSs. For UK
tax purposes, in practice, HMRC will also regard holders of ADSs as
the beneficial owners of the ordinary shares represented by those
ADSs (although case law has cast some doubt on this). The
discussion below assumes that HMRC’s position is followed.
Generally, exchanges of ordinary shares for ADSs, and ADSs for
ordinary shares, will not be subject to US federal income tax or UK
taxation on capital gains, although UK stamp duty reserve tax (SDRT)
may arise as described below.
The US Treasury has expressed concerns that parties to whom ADSs
are pre-released before shares are delivered to the depositary, or
intermediaries in the chain of ownership between holders and the
issuer of the securities underlying the ADSs, may be taking actions
that are inconsistent with the claiming of foreign tax credits by US
holders of ADSs. Such actions would also be inconsistent with the
claiming of the preferential rates of tax, described below, for
qualified dividend income. Accordingly, the availability of the
preferential rates of tax for qualified dividend income described
below could be affected by actions taken by parties to whom the
ADSs are pre-released.
Investors should consult their own tax advisers regarding the US
federal, state and local, the UK and other tax consequences of
owning and disposing of ordinary shares or ADSs in their
particular circumstances.
The following disclosures assumes that the Company is not, and will
not become, a positive foreign investment company (PFIC), as
described below.
Taxation of dividends
UK taxation
Under current UK tax law, the Company will not be required to
withhold tax at source from dividend payments it makes.
A US holder who is not resident for UK tax purposes in the UK
and who is not trading in the UK will generally not be liable for
UK taxation on dividends received in respect of the ADSs or
ordinary shares.
US federal income taxation
A US holder is generally subject to US federal income taxation on the
gross amount of any dividend paid by the Company out of its current
or accumulated earnings and profits (as determined for US federal
income tax purposes). Distributions in excess of the Company’s
current and accumulated earnings and profits, as determined for US
federal income tax purposes, will be treated as a return of capital to
the extent of the US holder’s basis in the shares or ADSs and
thereafter as capital gain. Because the Company has not historically
maintained, and does not currently maintain, books in accordance
with US tax principles, the Company does not expect to be in a
position to determine whether any distribution will be in excess of
the Company’s current and accumulated earnings and profits as
computed for US federal income tax purposes. As a result, it is
expected that amounts distributed will be reported to the Internal
Revenue Service (IRS) as dividends.
Subject to applicable limitations and the discussion above regarding
concerns expressed by the US Treasury, dividends paid to certain
non-corporate US holders will be taxable at the preferential rates
applicable to long-term capital gain if the dividends constitute
‘qualified dividend income’. The Company expects that dividends
paid by the Company with respect to the ADSs will constitute
qualified dividend income. US holders should consult their own tax
advisors to determine whether they are subject to any special rules
that limit their ability to be taxed at these preferential rates.
IHG | Annual Report and Form 20-F 2018 | Additional Information | Shareholder information
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Shareholder information continued
Taxation continued
Dividends must be included in income when the US holder, in the
case of shares, or the ADR Depositary, in the case of ADSs, actually
or constructively receives the dividend, and will not be eligible for
the dividends-received deduction generally allowed to US
corporations in respect of dividends received from other US
corporations. For foreign tax credit limitation purposes, dividends
will generally be income from sources outside the US.
The amount of any dividend paid in pounds sterling will be the US
dollar value of the sterling payments made, determined at the spot
sterling/US dollar rate on the date the dividend distribution is
includible in income, regardless of whether the payment is in fact
converted into US dollars. If the dividend is converted into US dollars
on that date, a US holder should not be required to recognise foreign
currency gain or loss in respect of the dividend income. Generally,
any gain or loss resulting from currency exchange fluctuations
during the period from the date the dividend payment is includible in
income to the date the payment is converted into US dollars will be
treated as ordinary income or loss from sources within the US.
Taxation of capital gains
UK taxation
A US holder who is not resident for UK tax purposes in the UK
and who is not trading in the UK will not generally be liable for UK
taxation on capital gains, or eligible for relief for allowable losses,
realised or accrued on the sale or other disposal of ADSs or ordinary
shares. A US holder of ADSs or ordinary shares who is an individual
and who, broadly, has temporarily ceased to be resident in the UK or
has become temporarily treated as non-resident for UK tax purposes
for a period of not more than five years and who disposes of ordinary
shares or ADSs during that period may, for the year of assessment
when that individual becomes resident again in the UK, be liable to
UK tax on capital gains (subject to any available exemption or relief),
notwithstanding the fact that such US holder was not treated as
resident in the UK at the time of the sale or other disposal.
US federal income taxation
A US holder who sells or otherwise disposes of ordinary shares or
ADSs will recognise a capital gain or loss for US federal income tax
purposes equal to the difference between the amount realised and
its tax basis in the ordinary shares or ADSs, each determined in US
dollars. Such capital gain or loss will be long-term capital gain or loss
where the US holder has a holding period greater than one year.
Losses may also be treated as long-term capital losses to the extent
of certain ‘extraordinary dividends’ that qualified for the preferential
tax rates on qualified dividend income described above. The capital
gain or loss will generally be income or loss from sources within the
US for foreign tax credit limitation purposes. The deductibility of
capital losses is subject to limitations.
PFIC rules
Based on the manner in which the Group operates its business
and estimates of the value of its assets (which estimates are based,
in part, on the market value of the Company’s ADSs) the Company
believes that it was not a PFIC for US federal income tax purposes
for its 2018 taxable year. However, this conclusion is an annual
factual determination and thus may be subject to change. If the
Company were a PFIC for any taxable year during which a US holder
owned ordinary shares or ADSs, gain realised on the sale or other
disposition of ordinary shares or ADSs would, in general, not be
treated as capital gain. Instead, gain would be treated as if the US
holder had realised such gain rateably over the holding period for
the ordinary shares or ADSs and, to the extent allocated to the
taxable year of the sale or other disposition and to any year before
the Company became a PFIC, would be taxed as ordinary income.
The amount allocated to each other taxable year would be taxed
at the highest tax rate in effect (for individuals or corporations,
as applicable) for each such year to which the gain was allocated,
together with an interest charge in respect of the tax attributable to
each such year. In addition, similar rules would apply to any ‘excess
distribution’ received on the ordinary shares or ADSs (generally, the
excess of any distribution received on the ordinary shares or ADSs
during the taxable year over 125% of the average amount of
distributions received during a specified prior period). The
preferential rates for qualified dividend income described above
would not apply if the Company were a PFIC in the taxable year
of the distribution or the preceding taxable year.
Certain elections may be available (including a market-to-market
election) to US holders that would result in alternative treatments of
the ordinary shares or ADSs. If the Company were a PFIC for any
taxable year in which a US holder held ordinary shares or ADSs, a US
holder would generally be required to file IRS Form 8621 with their
annual US federal income tax returns, subject to certain exceptions.
Additional tax considerations
UK inheritance tax
An individual who is neither domiciled nor deemed domiciled in the
UK is only chargeable to UK inheritance tax to the extent the
individual owns assets situated in the UK. As a matter of UK law, it is
not clear whether the situs of an ADS for UK inheritance tax
purposes is determined by the place where the depositary is
established and records the entitlements of the deposit holders, or
by the situs of the underlying share which the ADS represents, but
the UK tax authorities may take the view that the ADSs, as well as the
ordinary shares, are or represent UK-situs assets.
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IHG | Annual Report and Form 20-F 2018
Additional Information A transfer of the underlying ordinary shares will generally be subject
to stamp duty or SDRT, normally at the rate of 0.5% of the amount or
value of the consideration (rounded up to the next multiple of £5 in
the case of stamp duty). A transfer of ordinary shares from a
nominee to its beneficial owner, including the transfer of underlying
ordinary shares from the depositary to an ADS holder, under which
no beneficial interest passes, will not be subject to stamp duty
or SDRT.
US backup withholding and information reporting
Payments of dividends and sales proceeds with respect to ADSs
and ordinary shares may be reported to the IRS and to the US holder.
Backup withholding may apply to these reportable payments if the
US holder fails to provide an accurate taxpayer identification number
or certification of exempt status or fails to report all interest and
dividends required to be shown on its US federal income tax returns.
Certain US holders (including, among others, corporations) are not
subject to information reporting and backup withholding. The
amount of any backup withholding from a payment to a US holder
will be allowed as a credit against the holder’s US federal income tax
liability and may entitle the holder to a refund, provided that the
required information is timely furnished to the IRS. US holders
should consult their tax advisors as to their qualification for
exemption from backup withholding and the procedure for
obtaining an exemption.
Certain US holders who are individuals (and certain specified
entities), may be required to report information relating to their
ownership of non-US securities unless the securities are held in
accounts at financial institutions (in which case the accounts may be
reportable if maintained by non-US financial institutions). US holders
should consult their tax advisers regarding any reporting obligations
they may have with respect to the Company’s ordinary shares
or ADSs.
However, an individual who is domiciled in the US (for the purposes
of the Estate and Gift Tax Convention (the Convention), and is not a
UK national as defined in the Convention, will not be subject to UK
inheritance tax (to the extent UK inheritance tax applies) in respect
of the ordinary shares or ADSs on the individual’s death or on a
transfer of the ordinary shares or ADSs during their lifetime, provided
that any applicable US federal gift or estate tax is paid, unless the
ordinary shares or ADSs are part of the business property of a UK
permanent establishment or pertain to a UK fixed base of an
individual used for the performance of independent personal
services. Where the ordinary shares or ADSs have been placed in
trust by a settlor, they may be subject to UK inheritance tax unless,
when the trust was created, the settlor was domiciled in the US and
was not a UK national. If no relief is given under the Convention,
inheritance tax may be charged on death and also on the amount by
which the value of an individual’s estate is reduced as a result of any
transfer made by way of gift or other undervalue transfer, broadly
within seven years of death, and in certain other circumstances.
Where the ordinary shares or ADSs are subject to both UK
inheritance tax and to US federal gift or estate tax, the Convention
generally provides for either a credit against US federal tax liabilities
for UK inheritance tax paid or for a credit against UK inheritance tax
liabilities for US federal tax paid, as the case may be.
UK stamp duty and SDRT
Neither stamp duty nor SDRT will generally be payable in the UK
on the purchase or transfer of an ADS, provided that the ADS and
any separate instrument or written agreement of transfer are
executed and remain at all times outside the UK. UK legislation
does however provide for stamp duty (in the case of transfers) or
SDRT to be payable at the rate of 1.5% on the amount or value of the
consideration (or, in some cases, the value of the ordinary shares)
where ordinary shares are issued or transferred to a person (or a
nominee or agent of a person) whose business is or includes issuing
depositary receipts or the provision of clearance services. In
accordance with the terms of the deposit agreement, any tax or
duty payable on deposits of ordinary shares by the depositary or by
the custodian of the depositary will typically be charged to the party
to whom ADSs are delivered against such deposits.
Following litigation on the subject, HMRC has accepted that it will
no longer seek to apply the 1.5% SDRT charge when new shares are
issued to a clearance service or depositary receipt system on the
basis that the charge is not compatible with EU law. The Government
has confirmed that it will not reintroduce the 1.5% charge on the
issue of shares (and transfers integral to the raising of capital) into
clearance service or depositary receipt systems following the UK’s
exit from the EU. In HMRC’s view, the 1.5% SDRT or stamp duty
charge will continue to apply to transfers of shares into a clearance
service or depositary receipt system unless they are an integral part
of an issue of share capital. Specific professional advice should be
sought before paying the 1.5% SDRT or stamp duty charge in
any circumstances.
IHG | Annual Report and Form 20-F 2018 | Additional Information | Shareholder information
195
Shareholder information continued
Disclosure controls and procedures
As of the end of the period covered by this report, the Group carried
out an evaluation under the supervision and with the participation of
the Group’s management, including the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and
operation of the Group’s disclosure controls and procedures (as
defined in Rules 13a–15(e) and 15d–15(e) of the Securities Exchange
Act 1934).
These are defined as those controls and procedures designed to
ensure that information required to be disclosed in reports filed
under the Securities Exchange Act 1934 is recorded, processed,
summarised and reported within the specified periods. Based on
that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Group’s disclosure controls and
procedures were effective.
Summary of significant corporate governance differences from NYSE listing standards
The Group’s statement of compliance with the principles and
provisions specified in the UK Corporate Governance Code issued
in April 2016 by the Financial Reporting Council (the Code) is set
out on pages 70 and 71.
IHG has also adopted the corporate governance requirements of the
US Sarbanes-Oxley Act and related rules and of the NYSE, to the
extent that they are applicable to it as a foreign private issuer. As a
foreign private issuer, IHG is required to disclose any significant
ways in which its corporate governance practices differ from those
followed by US companies. These are as follows:
Basis of regulation
The Code contains a series of principles and provisions. It is not,
however, mandatory for companies to follow these principles.
Instead, companies must disclose how they have applied them and
disclose, if applicable, any areas of non-compliance along with an
explanation for the non-compliance.
In contrast, US companies listed on the NYSE are required to adopt
and disclose corporate governance guidelines adopted by the NYSE.
Independent Directors
The Code’s principles recommend that at least half the Board,
excluding the Chair, should consist of Independent Non-Executive
Directors. As at 18 Febuary 2019, the Board consisted of the Chair,
independent at the time of his appointment, three Executive
Directors and seven Independent Non-Executive Directors. NYSE
listing rules applicable to US companies state that companies must
have a majority of independent directors. The NYSE set out five
bright line tests for director independence. The Board’s judgement
is that all of its Non-Executive Directors are independent. However, it
did not explicitly take into consideration the NYSE’s tests in reaching
this determination.
Chair and Chief Executive Officer
The Code recommends that the Chair and Chief Executive Officer
should not be the same individual to ensure that there is a clear
division of responsibility for the running of the Company’s business.
There is no corresponding requirement for US companies. The roles
of Chair and Chief Executive Officer were, as at 18 February 2019
and throughout 2018, fulfilled by separate individuals.
Committees
The Company has a number of Board Committees which are
similar in purpose and constitution to those required for domestic
companies under NYSE rules. The NYSE requires US companies to
have audit, remuneration and nominating/corporate governance
committees composed entirely of independent directors, as defined
under the NYSE rules. The Company’s Nomination Committee
consists only of Non-Executive Directors and the Company’s Audit
and Remuneration Committees consists entirely of Non-Executive
Directors who are independent under the standards of the Code,
which may not necessarily be the same as the NYSE independence
standards. The nominating/governance committee is responsible for
identifying individuals qualified to become Board members and to
recommend to the Board a set of corporate governance principles.
As the Company is subject to the Code, the Company’s Nomination
Committee is only responsible for nominating, for approval by the
Board, candidates for appointment to the Board, although it also
assists in developing the role of the Senior Independent Non-
Executive Director. The Company’s Nomination Committee consists
of the Chair and all the Independent Non-Executive Directors.
The Chair of the Company is not a member of either the
Remuneration or the Audit Committee. As set out on page 64,
the Audit Committee is chaired by an Independent Non-Executive
Director who, in the Board’s view, has the experience and
qualifications to satisfy the criterion under US rules for an ‘audit
committee financial expert’.
Non-Executive Director meetings
NYSE rules require that non-management directors of US companies
must meet on a regular basis without management present, and
independent directors must meet separately at least once per year.
The Code requires: (i) the Board Chair to hold meetings with the
Non-Executive Directors without the Executive Directors present;
and (ii) the Non-Executive Directors to meet at least annually without
the Chair present to appraise the Chair’s performance. The
Company’s Non-Executive Directors have met frequently without
Executive Directors being present, and intend to continue this
practice, after every Board meeting if possible.
Shareholder approval of equity compensation plans
The NYSE rules require that shareholders must be given the
opportunity to vote on all equity compensation plans and material
revisions to those plans. The Company complies with UK
requirements which are similar to the NYSE rules. The Board does
not, however, explicitly take into consideration the NYSE’s detailed
definition of ‘material revisions’.
Code of Conduct
The NYSE requires companies to adopt a code of business
conduct and ethics, applicable to directors, officers and employees.
Any waivers granted to directors or officers under such a code must
be promptly disclosed. As set out on page 179, IHG’s Code of
Conduct is applicable to all Directors, officers and employees,
and further information on the Code of Conduct is available on
the Company’s website at www.ihgplc.com/investors under
Corporate governance. No waivers have been granted under
the Code of Conduct.
Compliance certification
Each chief executive of a US company must certify to the NYSE each
year that he or she is not aware of any violation by the Company of
any NYSE corporate governance listing standard. As the Company is
a foreign private issuer, the Company’s Chief Executive Officer is not
required to make this certification. However, he is required to notify
the NYSE promptly in writing after any of the Company’s executive
officers become aware of any non-compliance with those NYSE
corporate governance rules applicable to the Company.
196
IHG | Annual Report and Form 20-F 2018
Additional Information Selected five-year consolidated financial information
The selected consolidated financial data set forth in the table
below for the years ended 31 December 2014, 2015, 2016, 2017
and 2018 have been prepared in accordance with IFRS as issued
by the IASB and in accordance with IFRS as adopted by the EU,
and is derived from the audited Group Financial Statements.
IFRS as adopted by the EU differs in certain respects from IFRS as
issued by the IASB. However, the differences have no impact on the
Group Financial Statements for the years presented. The selected
consolidated financial data set forth below should be read in
conjunction with, and is qualified in its entirety by reference to,
the Group Financial Statements and notes thereto included
elsewhere in this Annual Report and Form 20-F.
Group income statement data
For the year ended 31 December
Total revenue
Operating profit before exceptional items
Exceptional items
Operating profit
Financial income
Financial expenses
Profit before tax
Tax:
On profit before exceptional items
On exceptional items
Exceptional tax
Profit for the year from continuing operations:
Attributable to:
Equity holders of the parent
Non-controlling interest
Earnings per ordinary share (continuing and total operations):
Basic
Diluted
Group statement of financial position data
For the year ended 31 December
Goodwill and other intangible assets
Property, plant and equipment
Investments and other financial assets
Non-current trade and other receivables
Retirement benefit assets
Non-current derivative financial instruments
Non-current tax receivable
Deferred tax assets
Non-current contract costs
Non-current contract assets
Current assets
Assets classified as held for sale
Total assets
Current liabilities
Long-term debt
Net (liabilities)/assets
Equity share capital
IHG shareholders’ equity
Number of shares in issue at end of the year (millions)
$m, except earnings per ordinary share
2018
4,337
670
(104)
566
5
(86)
485
2017
Restateda
2016
Restateda
4,075
3,912
724
4
728
4
(76)
656
741
(29)
712
6
(86)
632
2015
1,803
680
819
1,499
5
(92)
1,412
(160)
(203)
(185)
(180)
22
5
(133)
352
351
1
(2)
90
(115)
541
540
1
12
–
(173)
459
456
3
(8)
–
(188)
1,224
1,222
2
2014
1,858
651
29
680
3
(83)
600
(179)
(29)
–
(208)
392
391
1
184.7¢
182.8¢
279.8¢
278.4¢
215.1¢
213.1¢
520.0¢
513.4¢
158.3¢
156.4¢
$m, except number of shares
2018
1,143
447
364
–
–
7
31
60
55
270
1,376
–
3,753
1,370
2,129
2017
Restateda
2016
Restateda
967
425
369
–
3
–
16
75
51
241
863
–
3,010
1,280
1,893
858
419
359
8
–
–
23
69
45
185
796
–
2,762
1,150
1,606
(1,077)
(1,301)
(1,146)
146
154
(1,085)
(1,308)
197
197
141
(1,154)
206
2015
1,226
428
420
3
–
–
37
49
–
–
1,606
–
3,769
1,369
1,239
319
169
309
248
2014
643
741
368
3
8
–
34
87
–
–
624
310
2,818
943
1,569
(717)
178
(725)
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
Shareholder information continued
Return of funds
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
£501m special dividenda
£250m share buyback
£996m capital returna
£250m share buyback
£497m special dividenda
£250m share buyback
£709m special dividenda
£150m share buyback
$500m special dividenda, c
$500m share buyback
$350m special dividend
$750m special dividenda
$1,500m special dividenda
$400m special dividenda
$500m special dividenda
Total
Timing
Total return
Returned to date
Paid in December 2004
Completed in 2004
Paid in July 2005
Completed in 2006
Paid in June 2006
Completed in 2007
Paid in June 2007
n/ab
Paid in October 2012
Completed in 2014
Paid in October 2013
Paid in July 2014
Paid in May 2016
Paid in May 2017
Paid in January 2019
£501m
£250m
£996m
£250m
£497m
£250m
£709m
£150m
£315md
($500m)
£315md
($500m)
£229mg
($350m)
£447mi
($750m)
£1,038mk
($1,500m)
£309ml
($400m)
£389mm
($500m)
£6,645m
£501m
£250m
£996m
£250m
£497m
£250m
£709m
£120m
£315me
($505m)
£315m
($500m)f
£228m
($355m)h
£446m
($763m)j
£1,038m
($1,500m)
£310m
($404m)
£388m
($510m)
£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
Additional Information 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
plans or programmes
Month 1 (no purchases this month)
Month 2 (no purchases this month)
Month 3 (no purchases this month)
Month 4 (no purchases this month)
Month 5 (no purchases this month)
Month 6 (no purchases this month)
Month 7 (no purchases this month)
Month 8 (no purchases this month)
Month 9 (no purchases this month)
Month 10 (no purchases this month)
Month 11 (no purchases this month)
Month 12
a Reflects the resolution passed at the Company’s AGM held on 5 May 2017.
b Reflects the resolution passed at the Company’s AGM held on 4 May 2018.
Dividend history
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
10
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
4.166
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
10
18.999.018a
18.999.018a
18.999.018a
18.999.018a
18,999,018b
18,999,018b
18,999,018b
18,999,018b
18,999,018b
18,999,018b
18,999,018b
18,999,018b
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
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008c
2007
2006
2005
pence
27.7
24.4
22.6
17.7
14.8
15.1
13.5
9.8
8.0
7.3
6.4
5.7
5.1
4.6
cents
36.3
33.0
30.0
27.5
25.0
23.0
21.0
16.0
12.8
12.2
12.2
11.5
9.6
8.1
pence
N/Aa
50.2
49.4
40.3
33.8
28.1
27.7
24.7
22.0
18.7
20.2
14.9
13.3
10.7
cents
pence
78.1
71.0
64.0
57.5
52.0
47.0
43.0
39.0
35.2
29.2
29.2
29.2
25.9
18.7
N/Aa
74.6
72.0
58.0
48.6
43.2
41.2
34.5
30.0
26.0
26.6
20.6
18.4
15.3
cents
114.4
104.0
94.0
85.0
77.0
70.0
64.0
55.0
48.0
41.4
41.4
40.7
35.5
26.8
pence
203.8d
156.4b
438.2b
–
174.9b
87.1
108.4b
–
–
–
–
200b
118b
–
cents
262.1d
202.5b
632.9b
–
293.0b
133.0
172.0b
–
–
–
–
–
–
–
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
Shareholder information continued
Shareholder profiles
Shareholder profile by type as at 31 December 2018
Category of shareholder
Private individuals
Nominee companies
Limited and public limited companies
Other corporate bodies
Pension funds, insurance companies and banks
Total
Number of
shareholders
Percentage of
total shareholders
33,811
1,421
782
92
10
36,116
93.62
3.93
2.17
0.25
0.03
100
Number of
ordinary shares
9,062,327
159,881,084
14,993,201
13,547,738
113,250
197,597,600
Percentage of
issued share capital
4.58
80.91
7.59
6.86
0.06
100
Shareholder profile by size as at 31 December 2018
Number of
shareholders
Percentage of
total shareholders
Number of
ordinary shares
Percentage of
issued share capital
Range of shareholdings
1–199
200–499
500–999
1,000–4,999
5,000–9,999
10,000–49,999
50, 000–99,999
100,000–499,999
500,000–999,999
1,000,000 and above
Total
24,346
6,493
2,687
1,816
225
294
77
121
30
27
36,116
67.41
17.98
7.44
5.03
0.62
0.81
0.21
0.34
0.08
0.07
100
1,463,101
2,030,722
1,863, 709
3,480,091
1,588,042
6,748,648
5,560,335
25,665,203
20,451,816
128,745,897
197,597,600
Shareholder profile by geographical location as at 31 December 2018
Country/Jurisdiction
UK
Rest of Europe
US (including ADRs)
Rest of world
Total
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
0.74
1.03
0.94
1.76
0.80
3.42
2.81
12.99
10.35
65.16
100
Percentage of
issued share capital
46.0
17.5
34.3
2.2
100
Additional Information Exhibits
The following exhibits are filed as part of this Annual Report on Form 20-F with the SEC, and are publicly available through the SEC’s website
at www.sec.gov
Exhibit 1
Exhibit 4(a)(i)a
Exhibit 4(a)(ii)a
Exhibit 4(a)(iii)
Exhibit 4(c)(i)a
Exhibit 4(c)(ii)a
Exhibit 4(c)(iii)a
Exhibit 4(c)(iv)a
Exhibit 4(c)(v)a
Exhibit 8
Exhibit 12(a)
Exhibit 12(b)
Exhibit 13(a)
Exhibit 15(a)
Exhibit 101
a Incorporated by reference.
Articles of Association of the Company dated 4 May 2018
Amended and restated trust deed dated 11 August 2016 relating to a £2 billion Euro Medium Term Note Programme, among
InterContinental Hotels Group PLC, Six Continents Limited, InterContinental Hotels Limited and HSBC Corporate Trustee Company
(UK) Limited (incorporated by reference to Exhibit 4(a)(i) of the InterContinental Hotels Group PLC Annual Report on Form 20-F
(File No. 1 – 10409) date 2 March 2017)
Five-year $1.275 billion bank facility agreement dated 30 March 2015, among InterContinental Hotels Group PLC and certain
of its subsidiaries, and Bank of America Merrill Lynch International Limited, Barclays Bank PLC, Citibank, N.A. London Branch,
Commerzbank Aktiengesellschaft, London Branch, DBS Bank Ltd., London Branch, HSBC Bank plc, SunTrust Bank, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., The Royal Bank Of Scotland plc, U.S. Bank National Association and Wells Fargo Bank N.A., London
Branch (incorporated by reference to Exhibit 4a(iii) of the InterContinental Hotels Group PLC Annual Report on Form 20-F
(File No. 1 – 10409) dated 3 March 2016)
Share purchase agreement between Sustainable Luxury (BVI ) Limited Partnership (acting by its General Partner, Sustainable Luxury
(BVI) Limited), Sustainable Luxury Holdings (BVI) Limited and Inter-Continental Hotels Corporation dated 12 February 2019
Paul Edgecliffe-Johnson’s service contract dated 6 December 2013, commencing on 1 January 2014 (incorporated by reference
to Exhibit 4(c)(i) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 26 February 2014)
Rules of the InterContinental Hotels Group Long Term Incentive Plan as amended on 2 May 2014 (incorporated by reference to
Exhibit 4(c)(ix) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 26 February 2015)
Rules of the InterContinental Hotels Group Annual Performance Plan as amended on 2 May 2014 (incorporated by reference to
Exhibit 4(c)(x) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 26 February 2015)
Keith Barr’s service contract dated 5 May 2017, commencing on 1 July 2017 (incorporated by reference to Exhibit 4(c)(v) of the
InterContinental Hotels Group Annual Report on Form 20-F (File No.1-10409) dated 1 March 2018)
Elie Maalouf’s service contract dated 19 October 2017, commencing on 1 January 2018 (incorporated by reference to Exhibit 4(c)(vi)
of the InterContinental Hotels Group Annual Report on Form 20-F (File No.1-10409) dated 1 March 2018)
List of subsidiaries as at 31 December 2018 (can be found on pages 159 to 161)
Certification of Keith Barr filed pursuant to 17 CFR 240.13a–14(a)
Certification of Paul Edgecliffe-Johnson filed pursuant to 17 CFR 240.13a–14(a)
Certification of Keith Barr and Paul Edgecliffe-Johnson furnished pursuant to 17 CFR 240.13a–14(b) and 18 U.S.C.1350
Consent of independent registered public accounting firm, Ernst & Young LLP
XBRL Instance Document and related items
IHG | Annual Report and Form 20-F 2018 | Additional Information | Exhibits
201
Form 20-F cross-reference guide
Item Form 20-F caption
1
2
3
Identity of directors, senior management and advisers
Offer statistics and expected timetable
Key information
3A – Selected financial data
3B – Capitalisation and indebtedness
3C – Reason for the offer and use of proceeds
3D – Risk factors
Information on the Company
4A – History and development of the Company
4
4B – Business overview
4C – Organisational structure
4D – Property, plants and equipment
4A
5
Unresolved staff comments
Operating and financial review and prospects
5A – Operating results
5B – Liquidity and capital resources
5C – Research and development; intellectual property
5D – Trend information
5E – Off-balance sheet arrangements
5F – Tabular disclosure of contractual obligations
5G – Safe harbour
5H – Non-GAAP financial measures
6
Directors, senior management and employees
6A – Directors and senior management
6B – Compensation
6C – Board practices
6D – Employees
6E – Share ownership
7
Major shareholders and related party transactions
7A – Major shareholders
7B – Related party transactions
7C – Interests of experts and counsel
202
IHG | Annual Report and Form 20-F 2018
Location in this document
Not applicable
Not applicable
Shareholder information: Selected five-year consolidated financial information
Shareholder information: Dividend history
Not applicable
Not applicable
Group information: Risk factors
Group information: History and developments
Shareholder information: Return of funds
Useful information: Contacts
Strategic Report
Group information: Working Time Regulations 1998
Group Information: Risk factors
Group Financial Statements: Note 34 – Group companies
Group Information – history and development
Strategic Report: Key performance indicators
Directors’ Report: Greenhouse gas (GHG) emissions
Group Financial Statements: Note 12 – Property, plant and equipment
None
Strategic Report: Performance
Group Financial Statements: Accounting policies
Group Financial Statements: New accounting standards and
presentational changes
Viability statement
Strategic Report: Performance – Liquidity and capital resources
Group Financial Statements: Note 17 – Cash and cash equivalents
Group Financial Statements: Note 20 – Loans and other borrowings
Group Financial Statements: Note 22 – Financial risk management
Group Financial Statements: Note 23 – Fair value measurement
Group Financial Statements: Note 24 – Reconciliation of profit for the year
to cash flow from operations before contract acquisition costs
Not applicable
Strategic Report: Performance
Strategic Report: Performance – Liquidity and capital resources
– Off-balance sheet arrangements
Strategic Report: Performance – Liquidity and capital resources
Additional Information: Forward-looking statements
Strategic Report: Performance
Other financial information
Group Financial Statements: Note 6 – Exceptionals
Group Financial Statements: Note 10 – Earnings per ordinary share
Group Financial Statements: Note 21 – Net debt
Corporate Governance: Our Board of Directors and Our Executive Committee
Directors’ Remuneration Report
Group Financial Statements: Note 25 – Retirement benefits
Group Financial Statements: Note 31 – Related party disclosures
Group Financial Statements: Note 26 – Share-based payments
Corporate Governance
Service contracts and notice periods
Group Financial Statements: Note 4 – Staff costs and Directors’ emoluments
Group information: Working Time Regulations 1998
Directors’ Report: Employees and Code of Conduct
Directors’ Remuneration Report: Annual Report on Directors’ Remuneration
– Scheme interests awarded during 2018
Page
–
–
197
199
–
–
182-186
182
198
207
2-51
190
182-186
159-161
182
31-35
180
133-134
–
36-51
103-108
109-114
30
50-51
140
141-142
144-146
147-148
149
–
36-51
51
50-51
208
36
172-177
124
130
143
56-59
72-85
149-153
157-158
153-154
52-71
81,84
123
190
179
80
Directors’ Remuneration Report: Annual Report on Directors’ Remuneration
– Statement of Directors’ shareholdings and share interests
Group Financial Statements: Note 26 – Share-based payments
Group information: Directors and Executive Committee members’ shareholdings
81,84
153-154
187
Directors’ Report: Major institutional shareholders
Shareholder information: Shareholder profiles
Group Financial Statements: Note 14 – Investment in associates and joint ventures
Group Financial Statements: Note 31 – Related party disclosures
Not applicable
178
200
136-137
157-158
–
Additional Information Item Form 20-F caption
8
Financial Information
8A – Consolidated statements and
other financial information
8B – Significant changes
The offer and listing
9A – Offer and listing details
9B – Plan of distribution
9C – Markets
9D – Selling shareholders
9E – Dilution
9F – Expenses of the issue
Additional information
10A – Share capital
10B – Memorandum and articles of association
10C – Material contracts
10D – Exchange controls
10E – Taxation
10F – Dividends and paying agents
10G – Statement by experts
10H – Documents on display
10I – Subsidiary information
Quantitative and qualitative disclosures
about market risk
Description of securities other than equity securities
12A – Debt securities
12B – Warrants and rights
12C – Other securities
12D – American depositary shares
Defaults, dividend arrearages and delinquencies
Material modifications to the rights of security
holders and use of proceeds
Controls and Procedures
9
10
11
12
13
14
15
16A
16A – Audit committee financial expert
16B – Code of ethics
16C – Principal accountant fees and services
16D – Exemptions from the listing standards
for audit committees
16E – Purchase of equity securities by the issuer
and affiliated purchasers
16F – Change in registrant’s certifying accountant
16G – Corporate Governance
16H – Mine safety disclosure
Financial statements
Financial statements
Exhibits
17
18
19
Location in this document
Directors’ Report: Dividends
Group Financial Statements
Group Information: Legal proceedings
Strategic Report: Performance – Other financial information
None
Useful information: Trading markets
Not applicable
Useful information: Trading markets
Not applicable
Not applicable
Not applicable
Not applicable
Group information: Articles of Association
Group information: Rights attaching to shares
Group information: Material contracts
Shareholder information: Exchange controls and restrictions on payment
of dividends
Shareholder information: Taxation
Not applicable
Not applicable
Useful information: Investor information – Documents on display
Not applicable
Group Financial Statements: Note 22 – Financial risk management
and derivatives
Not applicable
Not applicable
Not applicable
Group information: Description of securities other than equity securities
Not applicable
Not applicable
Disclosure controls and procedures
Statement of Directors’ Responsibilities
Management’s report on internal control over financial reporting
Independent Auditor’s US Report
Corporate Governance: Audit Committee Report
Shareholder information: Summary of significant corporate governance
differences from NYSE listing standards – Committees
Directors’ Report: Employees and Code of Conduct
Strategic Report: Our culture, key stakeholders and doing business responsibly
Shareholder information: Summary of significant corporate governance
differences from NYSE listing standards
Corporate Governance: Audit Committee Report – External auditor
Corporate Governance: Audit Committee Report – Non-audit services
Group Financial Statements: Note 5 – Auditor’s remuneration paid
to Ernst & Young LLP
Not applicable
Shareholder information: Purchases equity securities by the Company and
affiliated purchasers
Not applicable
Shareholder information: Summary of significant corporate governance
differences from NYSE listing standards
Not applicable
Not applicable
Group Financial Statements
Additional Information: Exhibits
Page
178
86-161
192
49-50
–
206
–
206
–
–
–
–
189-190
189-190
191
192
193-195
–
–
206
–
144-146
–
–
–
188
–
–
196
88
95
64-67
196
179
22-25
196
66-67
66
123
–
199
–
196
–
–
86-161
201
IHG | Annual Report and Form 20-F 2018 | Additional Information | Form 20-F cross-reference guide
203
Glossary
ADR
an American Depositary Receipt, being a
receipt evidencing title to an ADS.
ADR Depositary (J.P. Morgan)
J.P. Morgan Chase Bank N.A.
ADS
an American Depositary Share as evidenced
by an ADR, being a registered negotiable
security, listed on the New York Stock
Exchange, representing one ordinary share
of 20 340/299 pence each of the Company.
AGM
Annual General Meeting of InterContinental
Hotels Group PLC.
EMEAA
Europe, Middle East, Asia and Africa.
Annual Report
The Annual Report and Form 20-F in relation
to the years ending 31 December 2017 or
2018 as relevant.
APP
Annual Performance Plan.
Articles
the Articles of Association of the Company
for the time being in force.
comparable RevPAR
a comparison for a grouping of hotels that
have traded in all months in financial years
being compared. Principally excludes new
hotels, hotels closed for major refurbishment
and hotels sold in either of the two years.
Compound Annual Growth Rate (CAGR)
the annual growth rate over a period of
years, calculated on the basis that each
year’s growth is compounded, that is, the
amount of growth in each year is included in
the following year’s number, which in turn
grows further.
constant currency
a current-year value translated using the
previous year’s average xchange rates.
contingencies
liabilities that are contingent upon the
occurrence of one or more uncertain future
events.
continuing operations
operations not classified as discontinued.
currency swap
an exchange of a deposit and a borrowing,
each denominated in a different currency,
for an agreed period of time.
average daily rate
rooms revenue divided by the number of
room nights sold.
Deferred Compensation Plan
the Defined Contribution Deferred
Compensation Plan.
basic earnings per ordinary share
profit available for IHG equity holders
divided by the weighted average number of
ordinary shares in issue during the year.
derivatives
financial instruments used to reduce risk, the
price of which is derived from an underlying
asset, index or rate.
Board
The Board of Directors of InterContinental
Hotels Group PLC.
capital expenditure
purchases of property, plant and equipment,
intangible assets, associate and joint venture
investments, and other financial assets.
direct channels
methods of booking hotel rooms (both
digital and voice) not involving third-party
intermediaries.
Director
a director of InterContinental Hotels
Group PLC.
cash-generating units (CGUs)
the smallest identifiable groups of assets
that generate cash inflows that are largely
independent of the cash inflows from other
assets or groups of assets.
DR Policy
Directors’ Remuneration Policy.
EBIT
earnings before interest and tax.
Code
UK Corporate Governance Code issued in
April 2016 by the Financial Reporting Council
in the UK. The Code was revised in 2018;
references to the revised Code are indicated
as the ‘new Code’ or ‘2018 Code’.
Companies Act
the Companies Act 2006, as amended from
time to time.
Company or Parent Company
InterContinental Hotels Group PLC.
EBITDA
earnings excluding exceptional items and
the impact of the System Fund, before
interest, tax, depreciation and amortisation.
Employee Engagement survey
we ask our employees and those who work
in our managed hotels (excluding our joint
venture hotels) to participate in a survey to
measure employee engagement.
EU
the European Union.
euro or €
the currency of the European Economic and
Monetary Union.
exceptional items
items that are disclosed separately because
of their size or nature.
extended-stay
hotels designed for guests staying for
periods of time longer than a few nights and
tending to have a higher proportion of suites
than normal hotels (Staybridge Suites and
Candlewood Suites).
fee business
IHG’s franchise and managed businesses
combined.
fee margin or fee-based margin
operating profit as a percentage of revenue,
excluding revenue and operating profit from
owned, leased and managed lease hotels,
Kimpton in 2015 only, and significant
liquidated damages.
franchisee
an owner who uses a brand under licence
from IHG.
goodwill
the difference between the consideration
given for a business and the total of the fair
values of the separable assets and liabilities
comprising that business.
Group or IHG
the Company and its subsidiaries.
Guest Love
IHG’s guest satisfaction measurement tool
used to measure brand preference and
guest satisfaction.
Guest Reservation System or GRS
our global electronic guest reservation
system.
hedging
the reduction of risk, normally in relation to
foreign currency or interest rate movements,
by making offsetting commitments.
hotel revenue
revenue from all revenue-generating activity
undertaken by managed and owned, leased
and managed lease hotels, including room
nights, food and beverage sales.
IASB
International Accounting Standards Board.
IFRS
International Financial Reporting
Standards as adopted by the EU and
issued by the IASB.
204
IHG | Annual Report and Form 20-F 2018
Additional Information total gross revenue
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, it is not revenue wholly
attributable to IHG, as it is mainly derived
from hotels owned by third parties.
Total Shareholder Return or TSR
the theoretical growth in value of a
shareholding over a period, by reference to
the beginning and ending share price, and
assuming that dividends, including special
dividends, are reinvested to purchase
additional units of the equity.
UK
the United Kingdom.
UK GAAP
United Kingdom Generally Accepted
Accounting Practice.
US
the United States of America.
US 401(k) Plan
the Defined Contribution 401(k) plan.
US dollars, US$, $ or ¢
the currency of the United States of America.
working capital
the sum of inventories, receivables and
payables of a trading nature, excluding
financing and taxation items.
IHG PLC
InterContinental Hotels Group PLC.
indirect channels
online travel intermediaries and business
and leisure travel agents.
interest rate swap
an agreement to exchange fixed for floating
interest rate streams (or vice versa) on a
notional principal.
liquidated damages
payments received in respect of the
early termination of franchise and
management contracts.
LTIP
Long Term Incentive Plan.
managed leases
properties structured as operating leases
but with the same characteristics as
management contracts.
ppt
a percentage point is the unit for the
arithmetic difference of two percentages.
reimbursable revenues
reimbursements from managed and
franchised hotels for costs incurred by IHG,
for example the cost of IHG employees
working in managed hotels. The related
revenues and costs are presented gross in
the Group income statement and there is no
impact to profit.
revenue management
the employment of pricing and segment
strategies to optimise the revenue generated
from the sale of room nights.
revenue per available room or RevPAR
rooms revenue divided by the number
of room nights that are available (can be
mathematically derived from occupancy
rate multiplied by average daily rate).
management contract
a contract to operate a hotel on behalf of the
hotel owner.
room count
number of rooms franchised, managed,
owned, leased or managed lease by IHG.
market capitalisation
the value attributed to a listed company by
multiplying its share price by the number of
shares in issue.
net debt
borrowings less cash and cash
equivalents, including the exchange
element of the fair value of currency
swaps hedging the borrowings.
net rooms supply
net total number of IHG system hotel rooms.
NYSE
New York Stock Exchange.
occupancy rate
rooms occupied by hotel guests, expressed
as a percentage of rooms that are available.
ordinary share
from 9 October 2012 until 30 June 2014,
the ordinary shares of 14194/329 pence each
in the Company; from 1 July 2014, the
ordinary shares of 15265/329 pence each
in the Company; from 9 May 2016 the
ordinary shares of 18318/329 pence each in
the Company; from 8 May 2017 the
ordinary shares of 1917/21 pence each in
the Company; and from 14 January 2019
the ordinary shares of 20340/399 pence
each in the Company.
owner
the ultimate owner of a hotel property.
pipeline
hotels/rooms that will enter the IHG System
at a future date. A new hotel only enters the
pipeline once a contract has been signed
and the appropriate fees paid.
In rare circumstances, a hotel will not open
for reasons such as the financing being
withdrawn.
rooms revenue
revenue generated from the sale of room
nights.
royalties
fees, based on rooms revenue, that a
franchisee pays to the Group.
SEC
US Securities and Exchange Commission.
sterling or pounds sterling, £, pence or p
the pound sterling, the currency of the
United Kingdom.
subsidiary
a company over which the Group exercises
control.
System
hotels/rooms operating under franchise and
management agreements together with IHG
owned, leased and managed lease hotels/
rooms, globally (the IHG System) or on a
regional basis, as the context requires.
System contribution to revenue
percentage of rooms revenue delivered
through IHG’s direct and indirect systems
and channels.
System Fund or Fund
assessment fees and contributions collected
from hotels within the IHG System which
fund activities that drive revenue to our
hotels including marketing, the IHG Rewards
Club loyalty programme and our distribution
channels.
technology fee income
income received from hotels under franchise
and management agreements for the use of
IHG’s Guest Reservation System.
IHG | Annual Report and Form 20-F 2018 | Additional Information | Glossary
205
Useful information
Investor information
Website and electronic communication
As part of IHG’s commitment to reduce the cost and
environmental impact of producing and distributing printed
documents in large quantities, this Annual Report and Form 20-F
2018 has been made available to shareholders through our website
at www.ihgplc.com/investors under Annual Report.
Shareholders may electronically appoint a proxy to vote on their
behalf at the 2019 AGM. Shareholders who hold their shares through
CREST may appoint proxies through the CREST electronic proxy
appointment service, by using the procedures described in the
CREST Manual.
Shareholder hotel discount
IHG offers discounted hotel stays (subject to availability) for
registered shareholders only, through a controlled-access website.
This is not available to shareholders who hold shares through
nominee companies, ISAs or ADRs. For further details please contact
the Company Secretary’s office (see the opposite page).
Responsible Business Report
In line with our commitment to responsible business practices, this
year we have produced a Responsible Business Report showcasing
our approach to responsible business and progress against our
corporate responsibility targets.
Visit www.ihgplc.com/responsible-business
for details.
Registrar
For information on a range of shareholder services, including
enquiries concerning individual shareholdings, notification of a
shareholder’s change of address and amalgamation of shareholder
accounts (in order to avoid duplicate mailing of shareholder
communications), shareholders should contact the Company’s
Registrar, Equiniti, on 0371 384 2132a (calls from within the UK) or
+44 (0) 121 415 7034 (calls from outside the UK).
Dividend services
Dividend Reinvestment Plan (DRIP)
The Company offers a DRIP for shareholders to purchase additional
IHG shares with their cash dividends. For further information about
the DRIP, please contact our Registrar helpline on 0371 384 2268a.
See www.shareview.co.uk/info/drip for a
DRIP application form and information booklet.
Bank mandate
We encourage shareholders to have their dividends paid directly into
their UK bank or building society accounts, to ensure efficient
payment and clearance of funds on the payment date. For further
information, please contact our Registrar (see page opposite).
Overseas payment service
It is also possible for shareholders to have their dividends paid
directly to their bank accounts in a local currency. Charges are
payable for this service.
Go to www.shareview.co.uk/info/ops
for further information.
Out-of-date/unclaimed dividends
If you think that you have out-of-date dividend cheques or
unclaimed dividend payments, please contact our Registrar
(see the opposite page).
Individual Savings Account (ISA)
Equiniti offers a Stocks and Shares ISA that can invest in IHG shares.
For further information, please contact Equiniti on 0345 300 0430a.
Share dealing services
Equiniti offers the following share-dealing facilities.
Postal dealing
For more information, call 0371 384 2248a.
Telephone dealing
For more information, call 0345 603 7037b.
Internet dealing
Visit www.shareview.co.uk for more information.
Changes to the base cost of IHG shares
Details of all the changes to the base cost of IHG shares held from
April 2004 to January 2019, for UK Capital Gains Tax purposes, may
be found on our website at www.ihgplc.com/investors under
Shareholder centre in the Tax information section.
‘Gone away’ shareholders
Working with ProSearch (an asset reunification company), we
continue to look for shareholders who have not kept their contact
details up to date. We have funds waiting to be claimed and are
committed to doing what we can to pay these to their rightful
owners. Please contact ProSearch on +44 (0) 800 612 8671 or email
info@prosearchassets.com for further details.
Shareholder security
Many companies have become aware that their shareholders have
received unsolicited telephone calls or correspondence concerning
investment matters. These are typically from ‘brokers’ who target
UK shareholders, offering to sell them what often turn out to be
worthless or high-risk shares in US or UK investments. These
operations are commonly known as ‘boiler rooms’. More
detailed information on this or similar activity can be found at
www.fca.org.uk/consumers on the Financial Conduct
Authority website.
Details of any share dealing facilities that the Company endorses will
be included in Company mailings.
Trading markets
The principal trading market for the Company’s ordinary shares is
the London Stock Exchange (LSE). The ordinary shares are also listed
on the NYSE, trading in the form of ADSs evidenced by ADRs. Each
ADS represents one ordinary share. The Company has a sponsored
ADR facility with J.P. Morgan as ADR Depositary.
American Depositary Receipts (ADRs)
The Company’s shares are listed on the NYSE in the form of
American Depositary Shares, evidenced by ADRs and traded under
the symbol ‘IHG’. Each ADR represents one ordinary share. All
enquiries regarding ADR holder accounts and payment of dividends
should be directed to J.P. Morgan Chase Bank, N.A., our ADR
Depositary bank (contact details shown on the opposite page).
Documents on display
Documents referred to in this Annual Report and Form 20-F that are
filed with the SEC can be found at the SEC’s public reference room
located at 100 F Street, NE Washington, DC 20549. For further
information and copy charges please call the SEC at 1-800-SEC-
0330. The Company’s SEC filings since 22 May 2002 are also
publicly available through the SEC’s website at www.sec.gov
Copies of the Company’s Articles can be obtained via the website at
www.ihgplc.com/investors under Corporate governance or from
the Company’s registered office on request.
a Lines are open from 08:30 to 17:30 Monday to Friday, excluding UK public holidays.
b Lines are open from 08:00 to 16:30 Monday to Friday, excluding UK public holidays.
206
IHG | Annual Report and Form 20-F 2018
Additional Information Financial calendars
Dividends
2018 Interim dividend of 27.7p per share
(36.3¢ per ADR)
Payment date
Special dividend of 203.8p per ordinary share
(262.1¢ per ADR)
Record date
Ex-dividend date
Payment date
2018 Final dividend of 78.1¢ per ordinary sharea
Ex-dividend date
Record date
Payment date
2018
5 October
2019
11 January
14 January
29 January
2019
28 March
29 March
14 May
Other dates
Financial year end
2018
31 December
2019
Announcement of Preliminary Results for 2018
19 February
Announcement of 2019 First Quarter Interim
Management Statement
Annual General Meeting
3 May
3 May
Announcement of Half-Year Results for 2019
6 August
Announcement of 2019 Third Quarter Interim
Management Statement
Financial year end
18 October
31 December
2020
Announcement of Preliminary Results for 2019
February
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.
Contacts
Registered office
Broadwater Park, Denham, Buckinghamshire, UB9 5HR,
United Kingdom
Auditor
Ernst & Young LLP
Telephone:
+44 (0) 1895 512 000
www.ihgplc.com
For general information about the Group’s business,
please contact the Corporate Affairs department at the above
address. For all other enquiries, please contact the Company
Secretary’s office at the above address.
Registrar
Equiniti, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, United Kingdom
Telephone:
0371 384 2132 (UK calls)
+44 (0) 121 415 7034 (non-UK calls)
Investment bankers
Bank of America Merrill Lynch
Goldman Sachs
Solicitors
Freshfields Bruckhaus Deringer LLP
Stockbrokers
Bank of America Merrill Lynch
Goldman Sachs
IHG® Rewards Club
If you wish to enquire about, or join, IHG Rewards Club,
visit www.ihg.com/rewardsclub or telephone:
+44 (0) 2033 499 033a
(UK and other countries inside Europe and Africa)
For those with hearing difficulties a text phone is available on
0371 384 2255 for UK callers with compatible equipment.
+1 888 211 9874b (US and Canada)
+1 800 272 9273b (Mexico)
www.shareview.co.uk
+1 801 975 3013c (Spanish) (Central and South America)
ADR Depositary
J.P. Morgan Chase Bank N.A., PO Box 64504,
St. Paul, MN 55164-0504, United States of America
+971 4 429 0530c (Middle East)
+61 2 9935 8362c (Australia)
Telephone:
+1 800 990 1135 (US calls) (toll-free)
+1 651 453 2128 (non-US calls)
Email: jpmorgan.adr@eg-us.com
www.adr.com
+86 21 2033 4848c (Mandarin and Cantonese) (China)
+81 3 5767 9325c (Japan)
+63 2 857 8778c (Korea)
+63 2 857 8788c (all other countries in Asia Pacific)
a Toll charges apply.
b Toll-free.
c International calling rates apply.
IHG | Annual Report and Form 20-F 2018 | Additional Information | Useful information
207
Forward-looking statements
The Annual Report and Form 20-F 2018 contains certain forward-
looking statements as defined under US legislation (Section 21E of
the Securities Exchange Act of 1934) with respect to the financial
condition, results of operations and business of InterContinental
Hotels Group and certain plans and objectives of the Board of
Directors of InterContinental Hotels Group PLC with respect thereto.
Such statements include, but are not limited to, statements made in
the Chair’s statement and in the Chief Executive Officer’s review.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts. Forward-looking
statements often use words such as ‘anticipate’, ‘target’, ‘expect’,
‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, or other words of similar
meaning. These statements are based on assumptions and
assessments made by InterContinental Hotels Group’s management
in light of their experience and their perception of historical trends,
current conditions, expected future developments and other factors
they believe to be appropriate.
By their nature, forward-looking statements are inherently predictive,
speculative and involve risk and uncertainty. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed in, or implied by, such forward-
looking statements, including, but not limited to: the risks of political
and economic developments; the risk of events that adversely impact
domestic or international travel; the risks of the hotel industry
supply-and-demand cycle; the Group being subject to a competitive
and changing industry; the Group’s exposure to risks related
to executing and realising benefits from strategic transactions,
including acquisitions and restructuring; the Group’s dependence
upon a wide range of external stakeholders and business partners;
the Group’s exposure to increasing competition from online travel
agents and intermediaries; the risks related to identifying, securing
and retaining franchise and management agreements; the risks in
relation to changing technology and systems; the Group’s reliance on
the reputation of its brands and exposure to inherent reputation risks;
the Group’s exposure to risks associated with its intellectual property;
the risks involved in the Group’s reliance upon its reservation system
and other key technology platforms, and the risks that could disrupt
the operation and/or integrity of these systems; the risks associated
with safety, security and crisis management; the ability to acquire
and retain the right people, skills and capability to manage growth
and change; the risks associated with collective bargaining activity
which could disrupt operations, increase labour costs or interfere
with the ability of management to focus on executing business
strategies; the risks associated with the Group’s financial stability and
its ability to borrow and satisfy debt covenants; the risk of litigation;
the risks related to cybersecurity and data privacy; compliance with
existing and changing regulations and societal expectations across
numerous countries, territories and jurisdictions; the risks associated
with insuring its business; the risks associated with uncertainties
associated with brand development and expansion; the Group’s
exposure to an impairment of the carrying value of its brands,
goodwill or other tangible and intangible assets negatively affecting
its consolidated operating results; the risk associated with the
Group’s operations being dependent on maintaining sufficient
liquidity to meet all foreseeable medium-term requirements and
provide headroom against unforeseen obligations; the risks
associated with credit risk on treasury transactions; and the risks
associated with changes in tax rates.
The main factors that could affect the business and financial results
are described in the Strategic Report of the Annual Report and Form
20-F 2018.
208
IHG | Annual Report and Form 20-F 2018
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InterContinental Hotels Group PLC’s commitment to environmental
issues is reflected in this Annual Report.
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The unavoidable carbon emissions generated during the
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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
InterContinental Shanghai Wonderland, China