1、Annual report and financial statements 2004BRITVIC SOFT DRINKS LIMITEDBritvic House Broomfield RoadChelmsford Essex CM1 1TUT +44 (0) 1245 261 871F +44 (0) 1245 267 Annual report and financial statements 2004INTERCONTINENTAL HOTELS GROUP PLC67 Alma Road WindsorBerkshire SL4 3HDT +44 (0) 1753 410 100F
2、 +44 (0) 1753 410 101Financial highlightsContents1 Operating and financial review14 International financial reporting information22 Directors report24 Corporate governance28 Audit committee report29 Remuneration report38 Financial statements Group profit and loss account Statement of total recognise
3、d Group gains and losses Note of historical Group profits and losses Reconciliation of movement in shareholders funds Group cash flow statement Balance sheets42 Accounting policies45 Notes to the financial statements67 US GAAP information72 Directors responsibilities in relation to financial stateme
4、nts73 Report of the independent auditors 74 Four year review76 Glossary77 Shareholder profile and forward-looking statementsGroup operating profit up 17%.Strong trading with Hotels operating profit up 26% from 200m to251m in the year, up 36% on a constant currency basis.Americas operating profit up
5、13% from $262m to $296m. EMEA operating profit up 29% from 92m to 119m.Asia Pacific operating profit up 105% from $19m to $39m.Soft Drinks revenue up 5% from 674m to 706m.Adjusted earnings per share grew by 56% to 32.5p.Full year dividend raised by 6% from 13.5p to 14.3p per share.* Significant hote
6、l sales announced, totalling 1.75bn, out of totalannounced for disposal of 2.1bn. This is over 50% of total net bookvalue of assets at time of Separation from Six Continents of 3.9bn.Returns of funds to shareholders totalling 1bn announced in the year,with 767m returned to date.Further 1bn return of
7、 funds announced, subject to capital restructuringand completion of disposals.Refinancing of Groups existing bank facility with a new 1.6bn facility,lowering cost of borrowing and increasing financial flexibility.Continued strong capital control. 257m spent in the year, down 27% on the 354m spent in
8、 2003.Note: Operating profit is shown before exceptional items; 2003 comparatives are unaudited pro forma figures for the 12 months ended 31 December 2003.* Excluding special interim dividend paid in December 2004.On 15 April 2003, following shareholder and regulatory approval, Six ContinentsPLC sep
9、arated into two new groups, InterContinental Hotels Group PLC (IHG)comprising the Hotels and Soft Drinks businesses, and Mitchells & Butlers plc(MAB), comprising the Retail and Standard Commercial Property Developmentbusinesses (the Separation).This operating and financial review provides a commenta
10、ry on the performance of the Hotels and Soft Drinks businesses of InterContinental Hotels Group PLC(the Group) for the financial year ended 31 December 2004. To assistshareholders, unaudited pro forma comparatives for the 12 months ended31 December 2003 are provided.Soft Drinks turnover increased by
11、 4.7% despite the summer of2004 experiencing poorer weather than the very favourablesummer conditions of 2003. This growth was boosted by 2004including an extra weeks trading, 2004 being a 53 week financialyear for Soft Drinks.IHG operating profit before exceptional items was 331mcompared with 283m
12、for the 12 months ended 31 December2003. Hotels operating profit increased by 25.5% to 251m whileSoft Drinks fell by 3m to 80m.Exceptional items after tax netted to income of 68m and includedan operating exceptional charge before tax of 19m and a non-operating exceptional charge before tax of 80m. F
13、urther detailsare given in Exceptional Items below.Basic earnings per share for the 12 months ended 31 December2004 was 42.1p (2.6p for the 15 months ended 31 December2003). Adjusted earnings per share, after excluding the distortingeffect of exceptional items, was 32.5p for the year, compared with2
14、0.8p pro forma adjusted earnings per share for the 12 monthsended 31 December 2003. Dividends for 2004 totalled 86.3pincluding a 72.0p special dividend paid in December 2004. In addition to the special dividend, in the 12 months ended31 December 2004, IHG repurchased 46.4 million sharesreturning a f
15、urther 255m to shareholders.REPORTING BASISIn 2003, in order to bring its financial reporting timetable into linewith other major European and US hotel companies, IHG changedits financial year end from 30 September to 31 December. Thestatutory financial period covered by these financial statements i
16、s therefore the 12 months ended 31 December 2004, withcomparatives for the 15 months ended 31 December 2003. Thecomparatives include the results of MAB up until the Separation.GROUP RESULTSIHG turnover for the 12 months ended 31 December 2004 was 2,204m compared with 2,161m for the 12 months ended 3
17、1 December 2003.In the Hotels business all regions reported revenue and profitgrowth in US dollar terms as the hotel industry showed somerecovery from the impact of global insecurity, Severe AcuteRespiratory Syndrome (SARS) and depressed travel experiencedin 2003. The relative strength of sterling a
18、gainst the US dollar(weighted average US dollar exchange rate to sterling for the yearwas $1.82 against $1.63 for 2003) converted a 13.0% growth inHotels turnover expressed in US dollars to a 0.7% growth whenexpressed in sterling. If currency exchange rates had been thesame in 2004 as in the 12 mont
19、hs ended 31 December 2003,Hotels turnover growth would have been 5.9%.InterContinental Hotels Group 2004 1Operating and financial reviewGROUP STRATEGYThe Group continued to follow the clear strategy established onSeparation. The key priorities of this strategy are: to strengthen the core business th
20、rough focus on branddifferentiation and system delivery; to grow the managed and franchised fee income business in key markets; to develop the organisation and its people; to continue the asset disposal programme; and to return funds to shareholders.Specific activities in 2004 are discussed below un
21、der AssetDisposals, Return of Funds, Reorganisation and Refinancing ofGroup Debt.ASSET DISPOSALSDuring 2004, IHG continued the asset disposal programmecommenced in 2003. Since Separation in April 2003, 121 hotelswere sold for total proceeds of approximately 1.75bn.On 17 December 2004, IHG announced
22、the sale of 13 hotels, with 3,946 rooms in the United States, Puerto Rico and Canada, to Hospitality Properties Trust (HPT). Net proceeds totalled$425m, before transaction costs, equivalent to net book value.The transaction is expected to complete in the first quarter of2005. IHG will continue to ma
23、nage the hotels under a 25 yearmanagement contract with HPT. IHG has two consecutive optionsto extend the contracts for 15 years each, giving a total potentialcontract length of up to 55 years.On 28 February 2005, IHG announced the acquisition by StrategicHotel Capital, Inc. of 85% interests in two
24、hotels in the UnitedStates. IHG will receive approximately $287m in cash beforetransaction costs, based upon a total value of $303.5m, $12m in excess of net book value. This transaction is expected tocomplete in the first half of 2005. IHG will continue to managethese hotels under a 20 year manageme
25、nt contract with threeoptions to extend for a further ten years each.Operating and financial review2 InterContinental Hotels Group 200412 months ended15 months endedActualConstant31 Dec 200431 Dec 2003*currencycurrency31 Dec 2003AuditedUnauditedchangechangeAuditedSummary Resultsmm%mTurnover:Hotels1,
26、4981,4870.75.91,870Soft Drinks7066744.74.7820IHG2,2042,1612.05.62,690MAB793Total2,2042,1612.05.63,483Operating profit before non-operating exceptional items:Hotels25120025.536.1251Soft Drinks8083(3.6)(3.6)95Operating exceptional items Hotels(19)(51)IHG31228310.217.0295MAB137Total31228310.217.0432EBI
27、TDA52948110.016.0786Earnings per share (pence):Basic42.1p2.6pAdjusted32.5p20.8p56.339.1p#* The results for the 12 months ended 31 December 2003 are unaudited pro forma figures.Earnings before interest, tax, depreciation and amortisation (EBITDA) and adjusted earnings per share exclude all exceptiona
28、l items.#Restated to show exceptional tax credits on a basis consistent with 2004.Of the 20 hotels in the Americas that were placed on the market in July 2004, five remain unsold. Progress on the disposal plansfor these hotels is at varying stages.On 10 March 2005, IHG announced the sale of 73 hotel
29、s in theUnited Kingdom to LRG Acquisition Limited, a consortium comprisingLehman Brothers Real Estate Partners, GIC Real Estate andRealstar Asset Management. Proceeds totalled 1.0bn beforetransaction costs, 22m below net book value. This transaction is expected to complete in the second quarter of 2
30、005. IHG willcontinue to manage 63 of these hotels under a 20 yearmanagement contract with two consecutive options to extend thecontract for a further five years each. The remaining ten hotels willbe under a temporary management agreement with IHG.With the transactions above and other smaller transa
31、ctions sinceSeparation in April 2003, IHG has sold or announced the sale of121 hotels with proceeds of approximately 1.75bn and has onthe market a further 16 hotels with a net book value of 0.4bn.RETURN OF FUNDSIn March 2004 IHG announced an on-market share repurchaseprogramme for 250m. By 20 Decemb
32、er 2004 the programmewas completed with, in total, 45.6 million shares repurchased at an average price of 548p per share.In September 2004 IHG announced a further 750m return of funds to shareholders. A special dividend of 501m was paid to shareholders on 17 December 2004, followed by an associateds
33、hare consolidation. A further 250m share repurchaseprogramme commenced in December 2004, and by 31 December2004 a further 0.8 million shares had been repurchased at anaverage price per share of 651p (total 5m). By 10 March 2005, a total of 2.5 million shares had been repurchased under thesecond repu
34、rchase programme at an average price per share of 647p (total 16m).Following the announcement of the sale of 73 hotels in the UnitedKingdom, IHG intends to return a further 1bn to shareholders.This will require a capital restructuring to enable the release offunds arising from the receipt of disposa
35、l proceeds, details ofwhich will be contained in a circular to shareholders in duecourse. Subject to receipt of shareholder approval, completion ofdisposal transactions and there being no material adverse changein market conditions, it is planned to complete the restructuring bythe end of June 2005
36、and to return funds to shareholders as soonas practicable thereafter.REORGANISATIONA fundamental review of the organisation of IHG was completedearly in 2003. By December 2004 the planned changes had beenimplemented. It was originally anticipated that the reorganisationwould deliver annualised savin
37、gs by December 2004 of $100magainst the budgeted 2003 base. Actual savings against the 2003base, delivered by the end of December 2004, were estimated to be $120m.InterContinental Hotels Group 2004 3HOTELSPerformanceFollowing a difficult 2003 which saw the lead-up to and outbreakof war in Iraq, SARS
38、, and depressed global travel, the global hotel industry experienced some recovery in 2004. IHG experiencedsignificantly improved performance in North America, Asia Pacificand the United Kingdom although parts of Continental Europecontinued to be weak.Hotels turnover increased by 0.7% in sterling te
39、rms but this wasimpacted by the sterling to US dollar exchange rate. Expressed in US dollars, turnover grew by 13.0% with particularly stronggrowth in the United Kingdom, the Middle East and Asia Pacific.Hotels operating profit before exceptional items was 251m, an increase of 25.5% on the pro forma
40、 figure for the 12 monthsended 31 December 2003. Again, there was significant overallgrowth in US dollar terms in Europe, Middle East and Africa(EMEA) (up by 45%) and Asia Pacific (up by 105%). At constantcurrency exchange rates, Hotels operating profit beforeexceptional items increased by 36%.Opera
41、ting and financial review4 InterContinental Hotels Group 200412 months ended3 months ended3 months ended*31 Dec31 Dec31 Mar30 June30 Sept31 Dec31 Mar30 June30 Sept31 Dec20042003*Change20042004200420042003200320032003Hotels Resultsmm%mmmmmmmmTurnover:Americas495525(5.7)115131125124127139133126EMEA829
42、8072.7190214212213175198217217Asia Pacific13411417.53331313929192838Central4041(2.4)101191010119111,4981,4870.7348387377386341367387392Operating profit before exceptional items:Americas1631611.23248463732504732EMEA1199229.31634343513193624Asia Pacific211275.063574(3)38Central(52)(65)(20.0)(10)(16)(9
43、)(17)(20)(20)(10)(15)25120025.54469766229467649* Unaudited pro forma results, see page 12.ScaleThe number of hotels in the IHG system increased by a net 20hotels during 2004 whilst the number of rooms fell by 2,116. Thiswas a result of the continuing trend of adding Holiday Inn Expresshotels to the
44、system (a net increase of 57 hotels with 5,737 rooms),whilst Holiday Inns continued to leave the system primarily as aresult of IHG initiated action against poor owners or quality issues.During 2004 a net 45 Holiday Inns with 8,982 rooms left thesystem, of which 35 hotels with 7,889 rooms were in th
45、e Americas.The trend in hotel room additions is encouraging and the focusremains on driving net growth in the total system. At the grosslevel, 188 hotels with 24,138 rooms were added to the systemduring 2004, and the pipeline of hotels signed and waiting to enterthe system at 31 December 2004 was 67
46、3 hotels with 82,897rooms, up from 544 hotels with 71,226 rooms a year previously.Reservation Systems and Priority Club RewardsIHG continued to leverage its global reservation systems andglobal loyalty programme. In 2004, over $4.0bn of room revenuewas delivered through IHGs reservation channels, a
47、23%increase on 2003, and this represented 38% of total system roomsrevenue, an increase of 2.2 percentage points on the previous12 months.Internet channel bookings increased, with revenue growth over2003 of 44%. Approximately 13% of total IHG system roomrevenue is sold via the internet, with an incr
48、easing proportion nowbooked on IHG websites (81% in 2004 against 77% in 2003).IHG made significant progress during 2004 in establishingstandards for working with third-party intermediaries on-linetravel distributors who sell or re-sell IHG hotel rooms via theirinternet sites. Under the IHG standard,
49、 certified distributors arerequired to respect IHGs trademarks, ensure reservations areguaranteed through an automated and common confirmationprocess, and clearly present fees to customers. By the end of2004, IHG had certified over 200 third-party distributors includingTravelocity, Travelocity Busin
50、ess and Priceline.IHGs loyalty programme, Priority Club Rewards, continued togrow with 23.7 million members at 31 December 2004, anincrease of 23% on the previous year. Revenue generated fromPriority Club Rewards members was 18.0% higher than in 2003and represented 30% of IHG total system room reven
