SECURITIES
AND EXCHANGE COMMISSION
Washington
DC 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 AND 15d-16
OF
THE
SECURITIES EXCHANGE ACT OF 1934
For 01
March 2018
InterContinental Hotels Group PLC
(Registrant's
name)
Broadwater
Park, Denham, Buckinghamshire, UB9 5HJ, United Kingdom
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F
Form 40-F
Indicate
by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes
No
If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): Not
applicable
EXHIBIT
INDEX
99.1
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Annual
Financial Report dated 01 March 2018
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Exhibit
No: 99.1
1 March 2018
InterContinental Hotels Group PLC
Annual Financial Report 2017
The following documents have today been made available to
shareholders:
1.
Annual Report and Form 20-F 2017
2.
Notice of 2018 Annual General Meeting
3.
Form of Proxy for 2018 AGM
4.
Chairman's Letter
In compliance with Listing Rule 9.6.1 a copy of each of these
documents has been submitted to the UK Listing Authority via the
National Storage Mechanism and will be available in due course for
inspection at http://www.morningstar.co.uk/uk/nsm
InterContinental Hotels Group PLC will also file the Annual Report
and Form 20-F for the year ended 31 December 2017 with the US
Securities and Exchange Commission today. Exhibit 101 XBRL
Instance Document and related items will be separately filed by 30
March 2018.
Documents referred to above are publicly available on the
InterContinental Hotels Group PLC website and the Annual Report
2017 can be found at: https://www.ihgplc.com/investors/annual-report
Shareholders may request a hard copy of the Annual Report and Form
20-F 2017 free of charge from the address below:
Company Secretary's Office
InterContinental Hotels Group PLC
Broadwater Park, Denham
Buckinghamshire UB9 5HR
United Kingdom
Disclosure Guidance and Transparency Rule 6.3.5(2)
Disclosures
The disclosures set out in the Appendices below are made in
compliance with Disclosure Guidance and Transparency Rule
6.3.5(2). The Appendices have been extracted from the Annual
Report and Form 20-F 2017 (Annual Report) in full unedited text,
and the page number references refer to page numbers in the Annual
Report. The information in the Appendices should be read in
conjunction with the Company's Preliminary Results announcement,
which together constitute the material required by DTR 6.3.5(2) to
be communicated to the media in full unedited text through a
regulatory information service and this material is not a
substitute for reading the full Annual Report.
Appendix A - Risks and Uncertainties
The principal risks and uncertainties relating to the Group are set
out on pages 164 to 167 of the Annual Report.
Risk Factors
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 risk factors should also be considered in connection with any
financial and forward-looking information in this Annual Report and
Form 20-F and the cautionary statements regarding forward-looking
statements on page 188.
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 2018 may worsen due to continued
uncertainty in Greater China and the Eurozone, the impact of
fluctuating commodity prices (including oil) on economies dependent
on such exports, and continued unrest in parts of the Middle East,
Africa and Asia. 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. A decrease in
the demand for hotel rooms as a result of such events may have an
adverse impact on the Group's operations and financial results. In
addition, inadequate 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, 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 Group is exposed to risks related to executing and realising
benefits from strategic transactions, including
acquisitions
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. 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 or to secure
management contracts. For example, the availability of suitable
sites, market saturation, planning and other local regulations or
the availability and affordability of finance may restrict the
supply of suitable hotel development opportunities under franchise
or management agreements. In connection with entering into
franchise or management agreements, the Group may be required to
make investments in, or guarantee the obligations of, third parties
or guarantee minimum income to third parties. There are also risks
that significant franchisees or groups of franchisees may have
interests that conflict, or are not aligned, with those of the
Group, including, for example, the unwillingness of franchisees to
support brand improvement initiatives. 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 and mobile technology grows and 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 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 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.
The Group is reliant on the reputation of its 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, 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 cause the failure of these systems
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 internal processes and
linked to multiple sales channels, including the Group's own
websites, call centres, hotels, third-party intermediaries and
travel agents.
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 and subsequently adversely impact Group revenues,
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 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 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 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
may threaten the success of the Group's operations in these
markets. Additionally, unless skills are supported by a sufficient
infrastructure to enable knowledge and skills to be passed on, the
Group risks losing accumulated knowledge if key employees leave the
Group.
The Group is exposed to 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 extend the IHG System 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 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 in the US 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.
The Group is exposed to the risks related to information security
and data privacy
The Group is increasingly dependent upon the availability,
integrity and confidentiality of information, including, but not
limited to: guest and employee credit card, financial and personal
data, 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. The threats towards 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 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. 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.
The Group is required to comply with existing and changing
regulations and 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.
Appendix B - Directors Responsibility Statement
The following statement is extracted in full from page 80 of the
Annual Report, and relates solely to the Group's Annual Report and
Form 20-F 2017 and is not connected to this announcement or the
Preliminary Results.
Directors' Responsibility Statement
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
and 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.
For and on behalf of the Board
Keith Barr
Chief Executive Officer 19 February 2018
Paul Edgecliffe-Johnson
Chief Financial Officer 19 February 2018
Appendix C - Related Party Transactions
Related party disclosures are set out in note 31 to the Group
Financial Statements, on page 140 of the Annual
Report.
31. Related party disclosures
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2017
$m
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2016
$m
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2015
$m
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Total compensation of key management personnel
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Short-term employment benefits
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21.3
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19.2
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19.5
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Contributions to defined contribution pension plans
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0.6
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0.8
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0.7
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Equity compensation benefits
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10.2
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7.4
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6.2
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Termination benefits
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1.9
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-
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-
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34.0
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27.4
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26.4
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There were no other transactions with key management personnel
during the years ended 31 December 2017, 2016 or 2015. Key
management personnel comprises the Board and Executive
Committee.
Related party disclosures for associates and joint ventures are as
follows:
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Associates
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Joint Ventures
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Total
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2017
$m
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2016
$m
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2015
$m
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2017
$m
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2016
$m
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2015
$m
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2017
$m
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2016
$m
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2015
$m
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Revenue from associates and joint ventures
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8
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5
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3
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1
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1
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-
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9
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6
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3
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Loans to associates
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-
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9
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7
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-
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-
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-
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-
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9
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7
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Other amounts owed by associates and joint ventures
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2
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1
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2
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-
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-
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-
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2
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1
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2
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In addition, loans both to and from the Barclay associate of $237m
(2016: $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 2.0% in 2017 (2016: 1.4%)) and presented
net in the Group income statement.
During 2015, short-term advances of $22m were made to the Barclay
associate which were repaid on 31 December 2015.
Enquiries:
Investor Relations
Investor Relations (Catherine Dolton; Tom Yates): +44 (0)1895 512
176 +44(0)7527 419
431
Media Relations
Media Relations (Yasmin Diamond; Zoe
Bird): +44 (0)1895 512
008 +44(0)7736 726 167
Notes to Editors:
IHG®
(InterContinental
Hotels Group) [LON:IHG,
NYSE:IHG (ADRs)] is a global organisation with a broad portfolio of
hotel brands, including InterContinental®
Hotels
& Resorts,
Kimpton®
Hotels
& Restaurants,
Hotel
Indigo®,
EVEN®
Hotels,
HUALUXE®
Hotels
and Resorts,
Crowne
Plaza®
Hotels
& Resorts,
Holiday
Inn®,
Holiday
Inn Express®,
Holiday
Inn Club Vacations®,
Holiday
Inn Resort®,
avid™
hotels, Staybridge
Suites®
and Candlewood
Suites®.
IHG franchises, leases, manages or owns more than 5,300 hotels and
nearly 800,000 guest rooms in almost 100 countries, with nearly
1,700 hotels in its development pipeline. IHG also manages
IHG®
Rewards
Club, our global loyalty
programme, which has more than 100 million enrolled
members.
InterContinental Hotels Group PLC is the Group's holding company and is
incorporated in Great Britain and registered in England and Wales.
More than 375,000 people work across IHG's hotels and corporate
offices globally.
Visit www.ihg.com
for hotel information and
reservations and www.ihgrewardsclub.com
for more on IHG Rewards Club. For our
latest news, visit: www.ihgplc.com/media
and follow us on social media
at: www.twitter.com/ihg,
www.facebook.com/ihg
and www.youtube.com/ihgplc.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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InterContinental Hotels Group PLC
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(Registrant)
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By:
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/s/ F.
Cuttell
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Name:
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F.
CUTTELL
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Title:
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ASSISTANT
COMPANY SECRETARY
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Date:
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01 March 2018
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