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Consolidated Financial Statements - Logo NH Hoteles - NH Hotels

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<strong>Consolidated</strong><br />

<strong>Financial</strong><br />

<strong>Statements</strong><br />

2006


<strong>Consolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />

2006


“nhube” at <strong>NH</strong> Central Convenciones<br />

Seville - Spain


Index<br />

CONSOLIDATED MANAGEMENT REPORT 7<br />

CONSOLIDATED BALANCE SHEETS 12<br />

CONSOLIDATED PROFIT AND LOSS ACCOUNTS 14<br />

STATEMENTS OF CHANGES IN CONSOLIDATED NET EQUITY 15<br />

CONSOLIDATED CASH FLOW STATEMENTS 16<br />

<strong>NH</strong> HOTELES, S.A. AND DEPENDENT COMPANIES NOTES TO<br />

THE CONSOLIDATED ANNUAL ACCOUNTS FOR 2006 17<br />

1. ACTIVITY AND STRUCTURE OF THE PARENT COMPANY 17<br />

2. BASIS OF PRESENTATION OF THE CONSOLIDATED ANNUAL ACCOUNTS<br />

AND CONSOLIDATION PRINCIPLES 17<br />

2.1 Basis of presentation of the annual accounts 17<br />

2.2 Currency of presentation 18<br />

2.3 Responsibility for information, estimates made and sources of uncertainty 18<br />

2.4 Consolidation principles used 18<br />

3. DISTRIBUTION OF NET RESULT 21<br />

4. ACCOUNTING POLICIES 22<br />

4.1 Tangible fixed assets 22<br />

4.2 Goodwill on consolidation 22<br />

4.3 Intangible assets 23<br />

4.4 Impairment in value of tangible and intangible assets not including goodwill 23<br />

4.5 Leases 24<br />

4.6 <strong>Financial</strong> instruments 24<br />

4.7 Inventories 25<br />

4.8 Transactions and balances denominated in foreign currencies 25<br />

4.9 Classifying financial assets and debts as current and long-term 25<br />

4.10 Income and expense 26<br />

4.11 Official grants 26<br />

4.12 Corporation tax 26<br />

4.13 Commitments to staff 26<br />

4.14 Onerous contracts 26<br />

4.15 Compensation Plans based on share price 27<br />

4.16 Own shares held as treasury stock 27<br />

4.17 Environmental policy 27<br />

4.18 <strong>Consolidated</strong> cash flow statements 27<br />

5. EARNINGS PER SHARE 28<br />

6. GOODWILL 28<br />

7. INTANGIBLE ASSETS 29<br />

7.1 Rights of beneficial use 29<br />

7.2 Lease premiums 29<br />

7.3 Software 29<br />

8. TANGIBLE FIXED ASSETS 30<br />

9. HOLDINGS IN ASSOCIATED COMPANIES 32


10. LONG-TERM FINANCIAL INVESTMENTS 33<br />

10.1 Loans and accounts receivable not available for trading 33<br />

10.2 Other long-term financial investments 35<br />

11. INVENTORIES 36<br />

12. TRADE DEBTORS 36<br />

13. SHORT-TERM FINANCIAL INVESTMENTS 37<br />

13.1 <strong>Financial</strong> investments at maturity 37<br />

13.2 Traded financial assets 37<br />

14. CASH AND BANKS AND OTHER CASH EQUIVALENTS 37<br />

15. NET EQUITY 37<br />

15.1 Subscribed capital stock 37<br />

15.2 Reserves of the Parent Company 39<br />

15.3 Reserves of subsidiaries 39<br />

15.4 Equity valuation adjustments 40<br />

15.5 Own shares 40<br />

15.6 Minority interests 40<br />

16. DEBTS TO CREDIT INSTITUTIONS 41<br />

17. CREDITORS UNDER FINANCE LEASES 44<br />

18. OTHER LONG-TERM LIABILITIES 45<br />

19. FINANCIAL DERIVATIVES 46<br />

20. PROVISIONS FOR LIABILITIES AND CHARGES 48<br />

21. TAX MATTERS 49<br />

22. TRADE CREDITORS 53<br />

23. OTHER CURRENT LIABILITIES 53<br />

24. GUARANTEES GIVEN TO THIRD PARTIES AND CONTINGENT LIABILITIES 53<br />

25. INCOME AND EXPENSES 55<br />

25.1 Income 55<br />

25.2 <strong>Financial</strong> income 56<br />

25.3 Staff costs 57<br />

25.4 Other operating expenses 57<br />

25.5 Operating leases 58<br />

25.6 <strong>Financial</strong> expenses 58<br />

26. INFORMATION BY SEGMENT 58<br />

26.1 Information on main segments 59<br />

26.2 Information on secondary segments 60<br />

27. REMUNERATION AND OTHER DECLARATIONS OF THE BOARD OF DIRECTORS<br />

AND SENIOR MANAGEMENT 60<br />

27.1 Remuneration of the Board of Directors 60<br />

27.2 Senior management remuneration 60<br />

27.3 Details of participation by the Directors in similar businesses and pursuit of similar<br />

activities for their own account or the account of others 61<br />

28. POST-BALANCE SHEET EVENTS 61<br />

29. INFORMATION ABOUT ENVIRONMENTAL POLICY 62<br />

30. EXPLANATION ADDED FOR TRANSLATION TO ENGLISH 62<br />

APPENDIX I: DEPENDENT COMPANIES 63<br />

APPENDIX II: JOINT VENTURES 65<br />

APPENDIX III: ASSOCIATED COMPANIES 65


<strong>Consolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />

CONSOLIDATED MANAGEMENT REPORT<br />

In 2006 <strong>NH</strong> <strong>Hoteles</strong> continued to strengthen its presence in the medium city hotel segment through sustained organic growth<br />

and the signing of two agreements that have consolidated its position in the Italian market; one with Tourist Ferry Boat, S.r.l. for<br />

the acquisition of the Framon chain, and one with Joker Partecipazione, S.r.l. and Banca Intesa, S.p.a. (today Banca Intesa<br />

Sanpaolo, S.p.a.) to acquire no less than 74.47% of Jolly <strong>Hotels</strong>, S.p.a.<br />

As regards organic growth, in 2006 some 15 hotels were opened with 2,486 rooms and projects were signed for a further 3,911<br />

rooms. These projects are in countries where <strong>NH</strong> <strong>Hoteles</strong> already has a strong presence (Spain, Netherlands and Germany) and<br />

in those where its presence is scanty (Eastern Europe and the UK).<br />

As a result of the agreement with Tourist Ferry Boat, S.r.l. (TFB), a joint venture have been created (75% <strong>NH</strong> Italia 25% TFB) to<br />

which <strong>NH</strong> <strong>Hoteles</strong> contributes the assets held to date in the Italian market and TFB contributes fifteen hotels operated under the<br />

“Framon” brand and four projects under development, of which twelve are located in Sicily and seven in the Italian cities of<br />

Rome, Genoa, Venice, Florence, Padova and Amalfi. As a result of this operation, the Group operates a total of 1,807 new rooms<br />

all in the Italian market.<br />

Of greater significance is the agreement with Joker Partecipazione, S.r.l. and Banca Intesa, S.p.a. (today Banca Intesa Sanpaolo,<br />

S.p.a.) to assume majority control of Jolly <strong>Hoteles</strong>, S.p.a.; a listed company with 45 hotels, 38 located in Italy and 7 abroad. This<br />

deal consolidates <strong>NH</strong> <strong>Hoteles</strong>’ position as the leading chain on the Italian market with an additional 5,863 rooms to those<br />

previously operated in Italy. This acquisition also enables <strong>NH</strong> <strong>Hoteles</strong> to consolidate its position in markets where it was already<br />

present (Netherlands, Germany, Belgium and the UK) and to enter other international markets where it was not present such as<br />

Paris and New York.<br />

When this deal is concluded, <strong>NH</strong> <strong>Hoteles</strong> will be present in 21 countries, with 334 hotels and 48,502 rooms, of which 27% are<br />

owned, 57% leased (8% with a purchase option) and 16% under management. Contracts have also been signed for 31 projects<br />

and a total of 5,907 rooms.<br />

The purchase of minority shareholdings begun in 2005 was concluded in 2006 with the purchase via the exchange of <strong>NH</strong> <strong>Hoteles</strong>,<br />

S.A. shares of the shareholdings that Equity International Properties, Ltd. held in Latinoamericana de Gestión Hotelera, S.A. and<br />

the conclusion of the takeover of those shares of Sotogrande, S.A. not controlled by the Group at the time of the takeover.<br />

As a result of the operations described above, two capital increases have been approved and subscribed in <strong>NH</strong> <strong>Hoteles</strong>: one to<br />

acquire the shareholding held by Equity International Properties, Ltd. in Latinoamericana de Gestión Hotelera, S.A. for a total of<br />

57.38 million euros through the issuance of 4,250,000 new shares, and another to exchange for shares of Sotogrande, S.A. held<br />

by minority shareholders subscribing to the takeover, for a total amount of 101.6 million euros, through the issuance of 7,815,589<br />

new shares.<br />

With the conclusion of the takeover, <strong>NH</strong> <strong>Hoteles</strong> owned 97.72% of Sotogrande and the Group has begun to reorganise the<br />

company’s assets. Real estate projects previously owned by <strong>NH</strong> <strong>Hoteles</strong> have been transferred to Sotogrande (for example the<br />

Cap Cana development) and other, non real estate assets have been transferred to <strong>NH</strong> <strong>Hoteles</strong> (such as the <strong>NH</strong> Alanda and <strong>NH</strong><br />

Marbella hotels and the company Gran Círculo de Madrid, S.A.) converting Sotogrande in a purely real estate operator.<br />

In addition to these two capital increases, in November 2006 the Board of <strong>NH</strong> <strong>Hoteles</strong> approved a capital increase of up to 250<br />

million euros, via the issuance of a maximum of 16,371,971 new shares, to fund the acquisition of Jolly <strong>Hotels</strong>, S.p.a. finance an<br />

ambitious organic growth plan for the next three years and maintain the Group's healthy financial leverage ratio. As at the date<br />

these annual accounts were prepared, this capital increase was fully subscribed and paid-in.<br />

The Growth Plan envisages opening 18,000 rooms in 2007-2009, of which 1,198 have been signed to date, evidence of the good<br />

progress of this ambitious plan.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 7


New products<br />

Expansion of the FAST GOOD restaurants continued in 2006. Like <strong>NH</strong>UBE, this product was a result of the cooperation between<br />

Ferrán Adrià and <strong>NH</strong> <strong>Hoteles</strong>. After the success of the first restaurant, which opened in the <strong>NH</strong> Eurobuilding in Madrid in 2004,<br />

two new restaurants were opened in 2005 and three more in 2006, proving the success of this new product based on simple,<br />

innovative fast food of the very highest quality.<br />

The “<strong>NH</strong>OW” concept developed in 2005 as a new and exclusive category of hotels for avant-garde clients, became a reality in<br />

2006 with the opening of a hotel in Via Tortona, in Milan’s new fashion centre. In the holiday hotel area, the Group has recently<br />

launched “SOTOGRANDE RESORTS” which will be the name under which <strong>NH</strong> <strong>Hoteles</strong> will operate its top of the range resorts<br />

aimed at replicating the lifestyle and the leisure opportunities of Sotogrande in the new locations.<br />

Given the Group’s activity, no investments have been made nor expenses incurred in R&D.<br />

Results<br />

The most positive figure for 2006 is that average revenue per room (Revpar) has increased significantly from the previous year in<br />

all business units, with an increase of 10.47% in comparable hotels.<br />

The key to this good performance lies in the price-centred revenue management strategy. In 2006 the Group managed to<br />

increase the average price by 8.39% in comparable hotels with a slight improvement on occupancy levels from the previous year.<br />

In Germany and Austria Revpar improved by 12.04% and 11.65% respectively, which together with cost savings on rents due to<br />

refinancing has meant that positive EBITDA was obtained in these countries for the first time.<br />

In 2006, Revpar in Spain grew by 8.36%, thanks mainly to the increase in the average price during periods of low occupancy. <strong>NH</strong><br />

<strong>Hoteles</strong>’ positioning in city hotels in Spain means it is benefiting from the growing popularity of Spanish cities as alternative<br />

tourist destinations, resulting in significant improvements in occupancy levels during periods of traditionally low demand.<br />

Also of note is the excellent performance of the Benelux business unit, which saw growth in Revpar of 10.19%, confirming the<br />

good trend maintained by the Group in these countries.<br />

As regards the hotel activity, between 2005 and 2006, the chain’s sales rose 12.05% and its Ebitda by 8.5%, thanks to the good<br />

business performance by all business units.<br />

Sotogrande’s real estate activity declined by 16.9% in 2006 compared to the previous year. This result is not only due to the<br />

growing weight of sales of houses and apartments compared to sales of plots of land in total real estate products currently for<br />

sale, but because a large plot of land was sold in the last quarter of the previous year for 35 million euros. Sales recorded in 2006<br />

amounted to 69.37 million euros with EBITDA of 27.09 million euros. Unrecorded sales commitments amounted to 74.6 million<br />

euros at the end of the year with an estimated margin of some 29.6 million euros.<br />

As regards the outlook for 2007, <strong>NH</strong> <strong>Hoteles</strong> expects to improve revenue from the sale of rooms in all its business units with the<br />

main goal of increasing customer loyalty and numbers but maintaining the pro-active price management strategy that proved so<br />

successful in 2006.<br />

General description of the risk policy<br />

Next year <strong>NH</strong> <strong>Hoteles</strong> will continue to seek out new opportunities to expand, while attempting to minimise the risks inherent to<br />

its sector which is sensitive to economic cycles and has a high level of operating leverage.<br />

One of the main goals of <strong>NH</strong> <strong>Hoteles</strong> is the management of the risks it is exposed to in its business activities, in order to preserve<br />

the value of its assets and consequently the investment of its shareholders. In this regard, Group Management analyses risk maps<br />

in an attempt to minimise risks and optimise their management.<br />

<strong>Financial</strong> risks are analysed by the Corporate <strong>Financial</strong> Management Area which has the necessary instruments to control,<br />

depending on economic variables, the exposure to changes in interest and exchange rates in addition to liquidity and credit risk.<br />

Credit risk is mainly attributable to the Group’s trade payables. Amounts are shown net of provisions for bad debts, although the<br />

risk is very small as the client portfolio is fragmented among a large number of agencies and companies.<br />

8<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


As regards interest rate risk, information concerning the derivative instruments the company owns at 31 December 2006 and its<br />

policies in this respect are described in the accompanying notes to the consolidated annual accounts.<br />

<strong>Consolidated</strong> debt at the end of 2006 excluding the Jolly <strong>Hotels</strong> operation has slipped to 620.8 million euros from 678.57 million<br />

euros at December 2005, with a gearing ratio (net debt/equity) of 0.60x, well below the Group’s target of 1x. Taking into account<br />

the Jolly operation, debt would amount to 1,124.8 million euros, including the call and put options for 277.4 million euros and<br />

Jolly’s debt at 31 December 2006 that totalled 227 million euros. With this level of debt, the gearing ratio would be around 1x,<br />

falling well below the target ratio of 1x after the 250 million euro capital increase recently fully subscribed.<br />

Maintaining cash flow sources depends on the performance of the hotel business and on sales of plots of land and developments<br />

made by the Group’s real estate activity. These variables depend on the general state of the economy and on the market situation<br />

as regards supply and demand.<br />

<strong>Consolidated</strong> management account (in millions of euros)<br />

<strong>NH</strong> HOTELES, S.A. AND DEPENDENT COMPANIES 2006 2005 2006/2005<br />

P&L ACCOUNT AS AT DECEMBER, 31 ST 2006 M Eur. % M. Eur % Var. %<br />

Room revenues 1,005.58 92.18% 897.45 91.14% 12.05%<br />

Real estate sales and other 69.37 6.36% 83.44 8.47% -16.86%<br />

Other non-recurring revenues 15.99 1.47% 3.77 0.38% 324.14%<br />

TOTAL REVENUES 1,090.94 100.00% 984.66 100.00% 10.79%<br />

Cost of real state sales -32.26 -2.96% -16.89 -1.72% 91.00%<br />

Staff cost -344.09 -31.54% -316.04 -32.10% 8.88%<br />

Other operating expenses -332.41 -30.47% -299.29 -30.40% 11.07%<br />

Other non recurring expenses -9.10 -0.83% -2.10 -0.21% 333.33%<br />

GROSS OPERATING PROFIT 373.08 34.20% 350.34 35.58% 6.49%<br />

Lease payments and property taxes -184.19 -16.88% -169.49 -17.21% 8.67%<br />

EBITDA 188.89 17.31% 180.85 18.37% 4.45%<br />

Depreciation -75.00 -6.87% -68.82 -6.99% 8.98%<br />

EBIT 113.89 10.44% 112.03 11.38% 1.66%<br />

Interest income (expense) -29.79 -2.73% -23.13 -2.35% 28.82%<br />

Profit (loss) of companies carried out using the equity method 1.28 0.12% -0.65 -0.07% -296.92%<br />

EBT 85.38 7.83% 88.25 8.96% -3.26%<br />

Corporation tax -24.09 -2.21% -17.85 -1.81% 34.99%<br />

NET INCOME before minorities 61.29 5.62% 70.41 7.15% -12.95%<br />

Minority interests 1.16 0.11% -8.17 -0.83% -114.20%<br />

NET INCOME 62.45 5.72% 62.24 6.32% 0.34%<br />

Note: This consolidated operating account has been prepared using hotel management grouping criteria that do not always coincide with accounting<br />

criteria used in the consolidated annual accounts of the <strong>NH</strong> <strong>Hoteles</strong> Group.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 9


Shares and shareholders<br />

The execution of the agreement with minority shareholders of Latinoamericana de Gestión Hotelera, S.A. (LGH) resulted in a<br />

capital increase in 2006 of 4,250,000 shares with an issue value, for exchange purposes, of 13.50 euros per share. In exchange,<br />

<strong>NH</strong> <strong>Hoteles</strong> has received 35.4% of the shares of LGH.<br />

The conclusion of the takeover bid for the share capital of Sotogrande, S.A. resulted in a capital increase in 2006 of 7,815,589<br />

shares with an issue value, for exchange purposes, of 13 euros per share. In exchange, <strong>NH</strong> <strong>Hoteles</strong> now owns 97.72% of<br />

Sotogrande, S.A.<br />

In 2006, the Group bought (616,762 shares) and sold (411,219 shares) own shares, within legally stipulated limits and sending the<br />

required notifications to the Spanish Securities Exchange Commission, obtaining a total capital gain of 3,890 euros. At the year<br />

close, the <strong>NH</strong> <strong>Hoteles</strong> Group held 230,543 own shares representing 0.18% of share capital for a total cost of 3.5 million euros.<br />

In 2006, 220,118,673 shares in <strong>NH</strong> <strong>Hoteles</strong>, S.A. were traded on the Continuous Market (228,305,659 in 2005), which represents<br />

1.78 times (1.91 times in 2005) the total number of shares in which the share capital is divided, with average daily trading of<br />

866,608 shares.<br />

Average daily trading in shares 1995 - 2007<br />

1,200,000<br />

1,100,000<br />

1,079,910<br />

1,000,000<br />

900,000<br />

800,000<br />

808,156<br />

911,729<br />

820,896<br />

891,818<br />

866,608<br />

700,000<br />

693,650<br />

600,000<br />

577,128<br />

500,000<br />

400,000<br />

439,104<br />

497,391<br />

380,789<br />

300,000<br />

200,000<br />

100,000<br />

109,713<br />

207,116<br />

0<br />

1995<br />

1996<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

until<br />

28/02/07<br />

Average daily trading in millions of euros 1996 - 2007<br />

20<br />

19<br />

18<br />

17<br />

16<br />

15<br />

14<br />

13<br />

12<br />

11<br />

10<br />

9<br />

8<br />

7<br />

6<br />

5<br />

4<br />

3<br />

2<br />

1<br />

0<br />

0.35<br />

1996<br />

1.66<br />

1997<br />

4.97<br />

1998<br />

4.38<br />

1999<br />

7.12<br />

2000<br />

10.02<br />

2001<br />

7.8<br />

2002<br />

8.1<br />

2003<br />

7.47<br />

2004<br />

10.26<br />

2005<br />

12.56<br />

2006<br />

17.94<br />

until<br />

28/02/07<br />

10<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


The following charts show fluctuations in the share price and in the stock market capitalisation in the last two years.<br />

Performance <strong>NH</strong> <strong>Hoteles</strong> vs IBEX december 2004 - february 2007<br />

180<br />

175<br />

170<br />

165<br />

160<br />

155<br />

150<br />

145<br />

140<br />

135<br />

130<br />

125<br />

120<br />

115<br />

110<br />

105<br />

100<br />

95<br />

90<br />

12/<br />

04<br />

01/<br />

05<br />

02/<br />

05<br />

03/<br />

05<br />

04/<br />

05<br />

05/<br />

05<br />

06/<br />

05<br />

07/<br />

05<br />

08/<br />

05<br />

09/<br />

05<br />

10/<br />

05<br />

11/<br />

05<br />

12/<br />

05<br />

01/<br />

06<br />

02/<br />

06<br />

03/<br />

06<br />

04/<br />

06<br />

05/<br />

06<br />

06/<br />

06<br />

07/<br />

06<br />

08/<br />

06<br />

09/<br />

06<br />

10/<br />

06<br />

<strong>NH</strong> <strong>Hoteles</strong><br />

IBEX<br />

11/<br />

06<br />

12/<br />

06<br />

01/<br />

07<br />

The average price of the share in 2006 was 14.49 euros compared to 11.50 euros the previous year, with a maximum of 18.19<br />

euros in August and a minimum of 12.25 in June. The maximum price in 2005 was 14.11 euros, and the minimum 9.31 euros.<br />

Capitalisation in millions of euros 1996 - 2007<br />

2,300<br />

2,200<br />

2,100<br />

2,000<br />

1,900<br />

1,800<br />

1,700<br />

1,600<br />

1,500<br />

1,400<br />

1,300<br />

1,200<br />

1,100<br />

1,000<br />

900<br />

800<br />

700<br />

600<br />

500<br />

400<br />

300<br />

200<br />

100<br />

0<br />

1,017.69<br />

410.66<br />

213.67<br />

1996 1997 1998<br />

916.76<br />

1999<br />

1,565.88<br />

2000<br />

1,335.18<br />

2001<br />

1,250.31<br />

2002<br />

1,088.94<br />

2003<br />

1,166.64<br />

2004<br />

1,583.81<br />

2005<br />

1,857.98<br />

2006<br />

2,281.92<br />

until<br />

28/02/07<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 11


<strong>NH</strong> HOTELES, S.A. AND DEPENDENT COMPANIES<br />

<strong>Consolidated</strong> annual accounts for 2006 prepared in accordance with<br />

International <strong>Financial</strong> Reporting Standards adopted by the European Union.<br />

Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with IFRSs, as adopted by<br />

the European Union. In the event of a discrepancy, the Spanish language version prevails.<br />

CONSOLIDATED BALANCE SHEETS<br />

at 31 december 2006 and 31 december 2005 (Euros 000s)<br />

ASSETS Note 31.12.2006 31.12.2005<br />

NON-CURRENT ASSETS:<br />

Tangible fixed assets 8 1,433,644 1,408,314<br />

Goodwill 6 114,402 113,586<br />

Intangible assets 7 59,258 59,397<br />

Holdings in associated companies 9 91,433 92,728<br />

Long-term financial investments- 443,316 116,917<br />

Loans and accounts receivable not available for trading 10.1 397,451 94,481<br />

Other long-term financial investments 10.2 45,865 22,436<br />

Advance taxes 21 34,639 35,868<br />

Other non-current assets 1,324 3,998<br />

Total non-current assets 2,178,016 1,830,808<br />

CURRENT ASSETS:<br />

Inventories 11 109,673 96,902<br />

Trade debtors 12 126,888 130,356<br />

Non-trade debtors 38,592 27,894<br />

Tax receivables 21 16,194 13,527<br />

Other non-trade debtors 22,398 14,367<br />

Short-term financial investments - 207,969 27,844<br />

<strong>Financial</strong> assets held to maturity 13.1 207,586 26,621<br />

Negotiable financial assets 13.2 383 1,223<br />

Cash and banks and other cash equivalents 14 42,369 18,039<br />

Other current assets 12,985 10,947<br />

Total current assets 538,476 311,982<br />

TOTAL ASSETS 2,716,492 2,142,790<br />

12<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


NET EQUITY AND LIABILITIES Note 31.12.2006 31.12.2005<br />

NET EQUITY:<br />

Share capital 15.1 263,197 239,066<br />

Reserves of the Parent Company 15.2 293,102 287,548<br />

Reserves in fully consolidated companies 15.3 235,130 150,317<br />

Reserves in proportionally consolidated companies 15.3 412 468<br />

Reserves in companies consolidated using the equity method 15.3 7,624 8,651<br />

Equity valuation adjustments 15.4 2,100 4,772<br />

Translation differences (5,899) 17,821<br />

Own shares 15.3 (3,504) (301)<br />

<strong>Consolidated</strong> profit for the year 62,448 62,243<br />

Net equity attributable to shareholders of the Parent Company 854,610 770,586<br />

Minority interests 15.6 176,678 119,682<br />

Total net equity 1,031,288 890,268<br />

LONG-TERM LIABILITIES:<br />

Issue of debentures and other marketable securities 57 83<br />

Debts to credit institutions 16 529,577 592,871<br />

Creditors under finance leases 17 122 316<br />

Other long-term liabilities 18 346,156 81,335<br />

Provisions for liabilities and charges 20 50,280 42,999<br />

Deferred taxes 21 99,125 124,438<br />

Total long-term liabilities 1,025,317 842,042<br />

CURRENT LIABILITIES:<br />

Issue of debentures and other marketable securities 38 25<br />

Payable to credit institutions 16 349,756 136,829<br />

Creditors under finance leases 17 251 399<br />

Trade creditors and other accounts payable 22 218,943 169,394<br />

Other current financial liabilities 1,319 1,130<br />

Tax payables 21 26,549 26,787<br />

Provisions for liabilities and charges 20 5,652 7,892<br />

Other current liabilities 23 57,379 68,024<br />

Total current liabilities 659,887 410,480<br />

TOTAL NET EQUITY AND LIABILITIES 2,716,492 2,142,790<br />

Notes 1 to 30 of the Report and Appendices I/III form an integral part of the consolidated balance sheet at 31 December 2006.<br />

The consolidated balance sheet at 31 December 2005 is presented solely for purposes of comparison.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 13


CONSOLIDATED PROFIT AND LOSS ACCOUNTS<br />

for the years ended on 31 december 2006 and 2005<br />

(Euros 000s)<br />

Note 2006 2005<br />

Net turnover 25.1 1,094,521 976,543<br />

Other operating income 25.1 14,381 17,466<br />

Net result on disposal of assets 25.1 10,491 2,689<br />

Supplies (131,947) (108,533)<br />

Staff costs 25.3 (339,775) (300,802)<br />

Amortisation and depreciation (71,549) (68,101)<br />

Net losses due to asset impairment (3,190) (799)<br />

Other operating expenses 25.4 (458,682) (406,513)<br />

OPERATING PROFIT/(LOSS) 114,250 111,950<br />

Profit and loss of companies carried using the equity method 9 1,270 (649)<br />

<strong>Financial</strong> income 25.2 6,978 9,961<br />

<strong>Financial</strong> expenses 25.6 (40,157) (35,188)<br />

Exchange gains/losses (Gain / (Loss)) 4,604 2,152<br />

PROFIT BEFORE TAXES FROM ONGOING ACTIVITIES 86,945 88,226<br />

Corporation tax 21 (25,395) (17,813)<br />

NET INCOME FOR THE YEAR 61,550 70,413<br />

Attributable to:<br />

Shareholders of the Parent Company 62,448 62,243<br />

Minority interests 15.6 (898) 8,170<br />

Earnings per share in euros (base and diluted) 5 0.51 0.52<br />

Notes 1 to 30 of the Report and Appendices I/III form an integral part of the consolidated profit and loss accounts for 2006.<br />

The consolidated income statement for 2005 is presented solely for purposes of comparison.<br />

14<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


STATEMENTS OF CHANGES IN CONSOLIDATED NET EQUITY<br />

for 2006 and 2005<br />

(Euros 000s)<br />

Share<br />

Capital<br />

Share<br />

Premium<br />

Reserves of the Parent Company<br />

Legal<br />

Reserve<br />

Voluntary<br />

Reserve<br />

Reserve<br />

for own<br />

shares<br />

Full<br />

consolidation<br />

Reserves in companies<br />

consolidated by<br />

Proportional<br />

consolidation<br />

The equity<br />

method<br />

Translation<br />

differences<br />

Equity<br />

valuation<br />

adjustments<br />

Own<br />

shares<br />

Profit<br />

Attributable<br />

to the<br />

Parent<br />

Company<br />

Total<br />

Minority<br />

Interests<br />

Total<br />

Equity<br />

Balances at 31<br />

December 2004 239,066 91,784 26,791 141,756 37,587 116,883 990 2,663 (2,788) - - 55,203 709,935 137,266 847,201<br />

Profit for the<br />

year 2005 - - - - - - - - - - - 62,243 62,243 8,170 70,413<br />

Translation<br />

differences - - - - - - - - 20,609 - - - 20,609 - 20,609<br />

Cash flow hedges - - - - - 959 - - 1,280 - 2,239 (23,117) (20,878)<br />

Revenues and<br />

expenses recognised<br />

in the period - - - - - 959 - - 20,609 1,280 - 62,243 85,091 (14,947) 70,144<br />

Effect of first<br />

application of<br />

IAS 32 and 39 (Note 2.3) - 37,587 - - (37,587) - - - - 3,492 (259) - 3,233 - 3,233<br />

Distribution of<br />

profit/(loss) -<br />

- To Reserves - - 2,086 (2,753) - 32,475 (522) 5,988 - - - (37,274) - - -<br />

- To Dividends - - - - - - - - - - - (17,929) (17,929) (2,637) (20,566)<br />

Distribution<br />

of reserves - - - (11,953) - - - - - - - - (11,953) - (11,953)<br />

Variation in<br />

own shares - 2,251 - - - - - - - - (42) - 2,209 - 2,209<br />

Balances at 31<br />

December 2005 239,066 131,622 28,877 127,050 - 150,317 468 8,651 17,821 4,772 (301) 62,243 770,586 119,682 890,268<br />

Profit for the<br />

year 2006 - - - - - - - - - - - 62,448 62,448 (898) 61,550<br />

Translation<br />

differences - - - - - - - - (23,720) - - - (23,720) (255) (23,975)<br />

Cash flow hedges - - - - - - - - - (2,672) - - (2,672) (2,672)<br />

Revenues and<br />

expenses recognised<br />

in the period - - - - - - - - (23,720) (2,672) - 62,448 36,056 (1,153) 34,903<br />

Capital increase 24,131 134,847 - - - - - - - - - - 158,978 - 158,978<br />

Distribution of<br />

profit 2005<br />

- To Reserves - - - (21,487) - 84,813 (56) (1,027) - - - (62,243) - - -<br />

Distribution of reserves - - - (31,080) - - - - - - - - (31,080) (2,042) (33,122)<br />

Variation in own shares - 103 - - - - - - - - (3,203) - (3,100) (3,100)<br />

Changes in the scope<br />

of consolidation - - - - - - - - - - - - - 142,516 142,516<br />

Acquisition of<br />

minority interests - (76,830) - - - - - - - - - - (76,830) (82,325) (159,155)<br />

Balances at 31<br />

December 2006 263,197 189,742 28,877 74,483 - 235,130 412 7,624 (5,899) 2,100 (3,504) 62,448 854,610 176,678 1,031,288<br />

Notes 1 to 30 of the Report and Appendices I/III form an integral part of the statements of changes in consolidated net equity for the years ended<br />

31 December 2006 and 2005.<br />

The Statement of changes in consolidated net equity for the year ended on 31 December 2005 is presented solely for purposes of comparison.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 15


CONSOLIDATED CASH FLOW STATEMENTS<br />

for the years ended on 31 december 2006 and 2005 (Euros 000s)<br />

Note Year 2006 Year 2005<br />

1. OPERATING ACTIVITIES<br />

<strong>Consolidated</strong> profit before tax 86,945 88,226<br />

Adjustments to profit:<br />

Depreciation and amortisation of tangible and intangible assets (+) 71,549 68,101<br />

Asset impairment losses (net) (+/-) 3,190 799<br />

Provisions (net) (+/-) 25.4 3,244 878<br />

Gains/losses on sale of tangible and intangible assets (+/-) (10,491) (2,689)<br />

Gains/losses in companies accounted for by equity method (+/-) 9 (1,270) 649<br />

<strong>Financial</strong> income (-) 25.2 (6,978) (9,961)<br />

<strong>Financial</strong> expenses (+) 25.6 40,157 35,188<br />

Other non-cash items (+/-)<br />

Adjusted profit 186,346 181,191<br />

Net variation in assets / liabilities:<br />

(Increase)/Decrease in inventories 11 (12,771) (13,383)<br />

(Increase)/Decrease in trade debtors and other accounts receivable (7,230) (42,790)<br />

(Increase)/Decrease in other current assets (2,038) (1,538)<br />

Increase/(Decrease) in trade creditors 22 49,549 20,627<br />

Increase/(Decrease) in other current liabilities (23,131) 38,031<br />

Increase/(Decrease) in provisions for liabilities and charges (4,180) (40,773)<br />

Income taxes paid (12,720) (16,573)<br />

Total net cash flows from operating activities (I) 173,825 124,792<br />

2. INVESTING ACTIVITIES<br />

<strong>Financial</strong> income 25.2 6,978 9,961<br />

Investments (-):<br />

Group and associated companies, joint ventures (62,973) (59,455)<br />

Tangible and intangible assets and property investments (83,368) (145,494)<br />

Long-term financial investments (48,687) (55,437)<br />

<strong>Financial</strong> investments and financial assets held short-term 13.1 (200,000) (723)<br />

(395,028) (261,109)<br />

Divestments (+):<br />

Group and associated companies, joint ventures 17,753 5,967<br />

Tangible and intangible assets and property investments 40,898 16,736<br />

Long-term financial investments 10.1 & 10.2 2,998 10,458<br />

<strong>Financial</strong> investments and financial assets held short-term 13.1 & 13.2 19,875 37,778<br />

Other assets 3,903 7,048<br />

85,427 77,987<br />

Total net cash flows from investing activities (II) (302,623) (173,161)<br />

3. FINANCING ACTIVITIES<br />

Dividends paid (-) (31,080) (29,882)<br />

Interest paid on debts (-) (37,539) (36,388)<br />

Variations in (+/-):<br />

Equity instruments<br />

- Capital 24,131 -<br />

- Reserves 31,197 23,518<br />

- Minority interests 57,894 (25,754)<br />

Liability instruments (+/-):<br />

- Payable to credit institutions 147,015 128,582<br />

- Finance leases 19 (342) (13,468)<br />

- Debentures and other negotiable securities 17 (13) (25)<br />

- Other long-term liabilities (38,135) (3,926)<br />

Total net cash flows from financing activities (III) 153,128 42,657<br />

5. GROSS INCREASE / DECREASE IN CASH AND CASH EQUIVALENTS (I+II+III) 24,330 (5,712)<br />

4. Effect of exchange rate fluctuations on cash and cash equivalents (IV) (612) 743<br />

6. NET INCREASE / DECREASE IN CASH AND CASH EQUIVALENTS (I+II+III-IV) 24,942 (6,455)<br />

7. Cash and cash equivalents at start of year 18,039 23,751<br />

8. Cash and cash equivalents at end of the year (7+5) 42,369 18,039<br />

Notes 1 to 30 in the Report and Appendices I/III form an integral part of the consolidated cash flow statements for 2006<br />

The <strong>Consolidated</strong> Cash Flow Statement for 2005 is presented solely for purposes of comparison.<br />

16<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


<strong>NH</strong> HOTELES, S.A. AND DEPENDENT COMPANIES NOTES TO THE CONSOLIDATED<br />

ANNUAL ACCOUNTS FOR 2006<br />

1 ACTIVITY AND STRUCTURE OF THE PARENT COMPANY<br />

<strong>NH</strong> HOTELES, S.A. (hereinafter the Parent Company) was incorporated as a Spanish public limited company (“sociedad<br />

anónima”) in Spain on 23 December 1881 under the name “Material para Ferrocarriles y Construcciones, S.A.”, which was<br />

subsequently changed to “Material y Construcciones, S.A.” (MACOSA) and then to “Corporación Arco, S.A.”<br />

In 1992, Corporación Arco, S.A. took over Corporación Financiera Reunida, S.A. (COFIR) taking the corporate name of the<br />

absorbed company and adapting its corporate purpose to the new activity of the Parent Company, based on management of its<br />

portfolio of shareholdings.<br />

In 1998 Corporación Financiera Reunida, S.A. (COFIR) merged with Grupo Catalán, S.L. and subsidiaries and Gestión <strong>NH</strong>, S.A.<br />

via their takeover. Corporación Financiera Reunida, S.A. (COFIR) later took over <strong>NH</strong> <strong>Hoteles</strong>, S.A. and took the corporate name<br />

of the absorbed company and extended its corporate purpose to allow it to directly carry out hotel activities, activities it was<br />

already carrying out indirectly through its subsidiary companies.<br />

The information relating to these mergers is set out in the annual accounts for the years in which these transactions took place.<br />

In October 1999 a takeover bid was made for 100% of the capital of Sotogrande, S.A. which has enabled <strong>NH</strong> <strong>Hoteles</strong> to obtain<br />

a majority shareholding of over 75% at all times.<br />

In 2000 the expansion strategy began, essentially in Europe, aimed at creating a strong world brand in the city hotel segment.<br />

This began with the integration of the Dutch Hotel firm “Krasnapolsky <strong>Hotels</strong> and Restaurants, N.V.”, continued with the<br />

acquisition of the Mexican company “Nacional Hispana de <strong>Hoteles</strong>, S.R.L. de C.V.” in June 2001 and in 2002 with the purchase<br />

of the German hotel company Astron <strong>Hotels</strong>.<br />

In 2003-2005, through organic growth, the Group entered several European markets, such as Italy and Romania, and new cities<br />

such as London. In 2005, it also embarked on its growth strategy in the quality tourism sector and with a high real estate<br />

component with projects in Cap Cana (Dominican Republic) and Rivera Maya (Mexico).<br />

In 2006, after the consolidation of the acquisitions made in previous periods, the Group continued its international expansion<br />

strategy, with the acquisition of the Italian chain Framon and the agreement with Joker Partecipazioni, S.r.l. and Banca Intesa,<br />

S.p.a. (today Banca Intesa Sanpaolo, S.p.a.) to acquire not less than 75% of the share capital of Jolly <strong>Hoteles</strong>, S.p.a.<br />

At the end of 2006, <strong>NH</strong> <strong>Hoteles</strong> was already present, with operating hotels, in 19 countries, with 269 hotels and 38,990 rooms,<br />

70% of which are in Spain, Germany and the Benelux countries.<br />

<strong>NH</strong> <strong>Hoteles</strong> S.A.'s registered address is in Madrid.<br />

2 BASIS OF PRESENTATION OF THE CONSOLIDATED ANNUAL ACCOUNTS AND<br />

CONSOLIDATION PRINCIPLES<br />

2.1 Basis of presentation of the annual accounts<br />

The consolidated annual accounts for 2006, prepared by the Directors of <strong>NH</strong> <strong>Hoteles</strong>, S.A. at a Board Meeting held on 27 March<br />

2007, have been obtained from the accounting records and annual accounts of the Parent Company and its Dependent Companies.<br />

These consolidated annual accounts have been prepared in accordance with the International <strong>Financial</strong> Reporting Standards<br />

(IFRS) adopted by the European Union in accordance with the terms of Regulation (EC) Nº 1606/2002, of the European Parliament<br />

and the Tax, Administrative and Social Policy Measures Act, Law 62/2003, dated 30 December, to give a true and fair view of the<br />

equity and financial situation of the Group as at 31 December 2006 and the results of its operations, changes in net equity and<br />

the cash flows that have occurred in the Group during the year then ended in accordance with prevailing legislation.<br />

The consolidated annual accounts of the Group and of the companies that comprise it for 2006 are pending approval by their<br />

respective shareholders’ meetings. However, the Directors of the Parent Company believe these annual accounts will be<br />

approved without significant changes.<br />

The <strong>NH</strong> <strong>Hoteles</strong> Group has decided to implement earlier than required the changes of IAS 1: “Presentation of <strong>Financial</strong><br />

<strong>Statements</strong>”, that requires the inclusion of new breakdowns that enable users to assess the objectives; policies and procedures<br />

for the management of capital (see Note 15).<br />

Other standards issued by the appropriate bodies but whose implementation is not obligatory in 2006 would not have a<br />

significant impact on these consolidated annual accounts.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 17


2.2 Currency of presentation<br />

These annual accounts are presented in euros. Foreign currency transactions are recorded according to the criteria described in<br />

Note 4.8.<br />

2.3 Responsibility for information, estimates made and sources of uncertainty<br />

The information contained in these annual accounts is the responsibility of the Directors of the Parent Company.<br />

In these consolidated annual accounts management of the Group and of the consolidated companies have used estimates<br />

(subsequently ratified by their Directors) to quantify some of the assets, liabilities, revenues, expenses and commitments<br />

recorded therein. Basically, these estimates refer to:<br />

- Impairment losses on certain assets<br />

- The assumptions used in the actuarial calculation of pension liabilities and other personnel commitments<br />

- The useful life of tangible and intangible assets<br />

- The valuation of goodwill on consolidation<br />

- The market value of certain assets<br />

- Estimates of onerous contracts<br />

These estimates are made on the basis of the best information available (see Note 4). However, future events might require these<br />

to be changed, which would be done in accordance with IAS 8.<br />

At the date of publication of these consolidated financial statements no event exists that might represent a significant source of<br />

uncertainty as regards the accounting impact such events might have in future years.<br />

2.4 Consolidation principles used<br />

2.4.1 Dependent companies<br />

Dependent companies are defined as subsidiaries included in the scope of consolidation which are directly or indirectly managed<br />

by the Parent Company because it holds a majority of the voting rights in their representative and decision-making bodies and<br />

is able to exercise control, as demonstrated when the Parent Company is able to direct the financial and operating policies of an<br />

investee company for the purpose of obtaining a profit from its activities.<br />

The annual accounts of the dependent companies are fully consolidated with those of the Parent Company. Consequently, all<br />

significant balances and effects of the transactions carried out among these companies have been eliminated on consolidation.<br />

Minority shareholders’ interest in the equity and income of the Group are presented respectively under “Minority Interests” in<br />

the consolidated balance sheet and consolidated income statement.<br />

The profit and loss of dependent companies acquired or disposed of during the year are included in the consolidated income<br />

statement as from the effective date of acquisition or disposal, as appropriate.<br />

2.4.2 Joint Ventures<br />

Joint ventures are managed jointly by the Parent Company and by third parties unrelated to the Group, with all parties having<br />

equal control. The annual accounts of joint ventures are consolidated using the proportional method so that the aggregation of<br />

balances and subsequent eliminations are made in the same proportion as the Group’s shareholding represents of the capital of<br />

these entities.<br />

Whenever necessary, the financial statements of these companies are adjusted to bring their accounting policies into line with<br />

those used by the Group.<br />

2.4.3 Associated companies<br />

Associated companies are defined as companies where the Parent Company has the ability to exercise a significant influence,<br />

although neither control nor joint control. In general, significant influence is deemed to exist whenever the percentage of the<br />

(direct or indirect) shareholding of the Group exceeds 20% of the voting rights, provided it does not exceed 50%.<br />

In the consolidated annual accounts, associated companies are consolidated using the equity method, i.e. at the fraction of their<br />

net worth represented by the Group's shareholding in their capital, after taking into account any dividends received and any other<br />

equity eliminations.<br />

2.4.4 Valuation of consolidated companies on acquisition<br />

Prior to 1 January 2004, when the <strong>NH</strong> Group changed over to IFRS, the difference between the cost of acquisition of a<br />

shareholding in a consolidated company and its underlying book value on the date of purchase that could not be allocated so<br />

as to increase or reduce the value of assets to their market value, were included, if positive, in the “Goodwill” caption of the<br />

consolidated balance sheet.<br />

18<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


Assets and liabilities of dependent companies and joint ventures acquired after IFRS came into force are valued at their market<br />

values on the date of acquisition. Any excess cost of acquiring the identifiable net assets with respect to their market values is<br />

included in the “Goodwill” caption of the consolidated balance sheet.<br />

Goodwill generated in acquiring associated companies is recorded as an increase in the value of the shareholding.<br />

2.4.5 Translation of foreign currency<br />

Balance sheet and income statement captions of foreign companies included in the scope of consolidation have been translated<br />

into euros using the following criteria:<br />

- Assets and liabilities have been translated at the official year-end exchange rate.<br />

- Equity has been translated using the historical exchange rate. The historical exchange rate used for companies included in the<br />

scope of consolidation prior to the transition date is that prevailing on 31 December 2003.<br />

- The income statement has been translated using the average exchange rate for the year.<br />

The differences resulting from the use of these criteria have been included in the caption “Translation differences” under the<br />

“Equity “ caption of the consolidated balance sheet.<br />

Adjustments made to the market value and goodwill of a foreign company when this is acquired, due to the application of IFRS,<br />

are treated as assets and liabilities of the company and are translated at the year-end exchange rate.<br />

2.4.6 Changes to the scope of consolidation<br />

Set out below are the most significant changes in the scope of consolidation during 2006 and 2005 that affect the comparison of<br />

figures from one year to the next:<br />

A. Changes in the scope of consolidation during 2006<br />

Additions<br />

The companies which the <strong>NH</strong> <strong>Hoteles</strong> Group brought into the scope of consolidation during 2006, and the consolidation method<br />

used, were as shown below:<br />

Company Methods of consolidation Effective date of acquisition<br />

<strong>NH</strong>-Framon Italy Hotel Management, S.r.l. Full 31/12/2006<br />

Satme Invest, S.r.l. Full 31/12/2006<br />

Immobiliare Quattro Canti, S.r.l. Proportional 31/12/2006<br />

Donnafugata Resort, S.r.l. Full 01/01/2006<br />

Grande Jolly, S.r.l. (a) Full 31/12/2006<br />

Los Alcornoques de Sotogrande, S.L. (a) Proportional 31/12/2006<br />

Fast Good Islas Canarias, S.L. (a) Full 07/02/2006<br />

Losan Investment, Ltd. Equity method 10/03/2006<br />

(a) Companies incorporated by the <strong>NH</strong> <strong>Hoteles</strong> Group<br />

On 10 March 2006 the company Losan Investment, Ltd. was incorporated, with the <strong>NH</strong> <strong>Hoteles</strong> Group, through its subsidiary <strong>NH</strong><br />

Hotel Rallye, S.A., taking a 30% interest for a total of 2.19 million euros. This company acquired ownership of a hotel in Kensington<br />

(London) operated under lease by <strong>NH</strong> <strong>Hoteles</strong>, S.A.<br />

On 25 May 2006 the acquisition was executed of 35.63% of the share capital of Latinoamericana de Gestión Hotelera, S.A. by<br />

means of an exchange of the shares held by Equity International Properties, Ltd. in the said company (1,162,439 shares) for<br />

4,250,000 newly issued shares of <strong>NH</strong> Italia, S.r.l. with a nominal value of 2 euros each and a share premium of 11.50 euros per share.<br />

On 2 August 2006 an agreement was signed between <strong>NH</strong> Italia, S.r.l. and Tourist Ferry Boat, S.r.l. to set up a joint venture, <strong>NH</strong>-<br />

Framon Italy Hotel Management, S.r.l. 75% owned by <strong>NH</strong> <strong>Hoteles</strong>, S.A. and 25% by Tourist Ferry Boat, Srl. Under the agreement,<br />

<strong>NH</strong> <strong>Hoteles</strong> contributed to the joint venture the assets it held at that date in Italy, and Tourist Ferry Boat, S.r.l contributed fifteen<br />

hotels and four projects operated under the Framon brand through the sale of two companies (Satme Invest, S.r.l. and<br />

Immobiliare Quattro Canti, S.r.l.), the sale of a hotel it owned and a spin-off of the rest of its assets. The total investment by <strong>NH</strong><br />

<strong>Hoteles</strong>, S.A. in this deal, which is performing at 31 December 2006, will amount to 23 million euros.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 19


On 26 December 2006 there concluded the tender offer formulated by the Parent Company for 100% of the share capital of<br />

Sotogrande, S.A., through the issue, once the result of the tender offer was known, of 7,815,589 ordinary shares with a nominal<br />

value of 2 euros each and a share premium of 11 euros per share. The tender offer, which has resulted in acquisition of 18.66% of<br />

Sotogrande, S.A., initially targeted 20.939% of the share capital, represented by 8,770,130 shares, with an exchange ratio of one<br />

new share of <strong>NH</strong> <strong>Hoteles</strong>, S.A. per share of Sotogrande, S.A.<br />

Shown below is the impact on the consolidated balance sheet at 31 December 2006 of the companies added to the scope of<br />

consolidation during present year:<br />

Book value Adjustments Fair value<br />

Tangible Fixed Assets 39,291 12,142 51,433<br />

Other intangible assets 872 (247) 625<br />

Deferred tax assets 242 - 242<br />

Inventories 93 - 93<br />

Trade debtors and other accounts receivable 12,609 - 12,609<br />

Cash and other cash equivalents 20,404 - 20,404<br />

Trade creditors and other accounts payable (25,625) - (25,625)<br />

Bank loans (372) - (372)<br />

Tax liabilities (15,441) - (15,441)<br />

Deferred tax liabilities (11) - (11)<br />

Net assets acquired 32,062 11,895 43,957<br />

Goodwill (Note 6) 984<br />

Total investment 44,941<br />

As at 31 December 2006, investment in Jolly <strong>Hotels</strong>, S.p.a. has not been brought into the scope of consolidation of the Group<br />

because at that date the Group neither held a majority of the voting rights in the representative and decision-making bodies, nor<br />

was able to exercise its control, or had power to manage financial and operating policies of the said company (see Note 9).<br />

Retirements<br />

On 31 January 2006 the 56.9% interest held by the Group through Sotogrande, S.A. in Aymerich Golf Management, S.L. was sold<br />

for a total of 1.84 million euros. Capital gains of 1.1 million euros were recorded on the transaction.<br />

On 30 December 2006 some 75% of the company Casino Club de Golf, S.L. was sold for 10.2 million euros. In addition, the parties<br />

signed cross call and put options over the remaining 25%, to be exercised within the following 18 months, for an amount ranging<br />

between 3.6 and 3.7 million euros. The capital gain recorded on this transaction was 6.6 million euros.<br />

Shown in the following table is the effect that retirement of the aforesaid companies has had on the consolidated balance sheet<br />

at 31 December 2006:<br />

Value of retirement Amount 31.12.05<br />

Tangible Fixed Assets 8,298 6,736<br />

Other intangible assets 33 31<br />

Inventories 1,401 98<br />

Trade debtors and other accounts receivable 3,127 5,398<br />

Cash and other cash equivalents 41 37<br />

Trade creditors and other accounts payable (859) (989)<br />

Tax liabilities (3,498) (3,491)<br />

Bank loans (731) (1,317)<br />

Goodwill attributable (223) (223)<br />

Total 7,589 6,280<br />

Profits generated on disposal 7,711<br />

Total contribution 15,300<br />

20<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


On 3 November 2005, the <strong>NH</strong> <strong>Hoteles</strong> Group acquired a 50% holding in the companies Corporación Hotelera Dominicana, S.A.<br />

and Corporación Hotelera Oriental, S.A., both with registered office in Santo Domingo. The purpose of the two companies is to<br />

pursue a property and hotel project in the province of La Altagracia, Dominican Republic. The shareholder structure of these<br />

companies was modified in 2006, by means of the sale to Caja Duero of 25% of the holding. The result of that transaction was<br />

not significant.<br />

B. Changes in the scope of consolidation during 2005<br />

Additions:<br />

The companies which the <strong>NH</strong> <strong>Hoteles</strong> Group brought into the scope of consolidation during 2005 were as shown below:<br />

- Caribe Puerto Morelos, S.A. de C.V.<br />

- Promociones Marina Morelos, S.A. de C.V.<br />

- Corporación Hotelera Dominicana, S.A.<br />

- Corporación Hotelera Oriental, S.A.<br />

- <strong>NH</strong> Romanía, S.r.L. (Hotel <strong>NH</strong> Bucarest and <strong>NH</strong> Timisoara)<br />

- Inmobiliaria y Financiera Aconcagua, S.A. (Hotel Crillón, Buenos Aires)<br />

- Atardecer Caribeño, S.L.U. (manager of the Cayo Coco hotels)<br />

- Fast Good América, S.L.<br />

- Fast Good Península Ibérica, S.L.<br />

- Cofir, S.L.<br />

- <strong>NH</strong> Domo, S.L.<br />

- Desarrollo Inmobiliario Santa Fé México, S.A. de C.V.<br />

During January 2005 the minority shareholder of Nacional Hispana de <strong>Hoteles</strong>, S.R.L. de C.V. exercised its put option on its shares,<br />

representing 38% of the share capital of that company, for 33 million euros, as a result of which the direct and indirect holding of<br />

<strong>NH</strong> <strong>Hoteles</strong> rose to 78.03%.<br />

On 1 April 2005 the Group paid 1.3 million euros for a 25% holding in the share capital of Harrington Hall Hotel, Ltd. This company<br />

operates the <strong>NH</strong> Harrington Hall hotel in London under a lease agreement.<br />

Furthermore, on 6 April 2005 the Group acquired the remaining 20% of <strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria,<br />

GmbH for a total of 45 million euros. Further goodwill totalling 16.7 million euros arose as a result of this acquisition (see Note 7).<br />

On 28 June 2005 the company Caribe Puerto Morelos, S.A. de C.V. was set up with registered office in Mexico City. This company,<br />

together with the company Promociones Marina Morelos, S.A. de C.V., with registered address in Cancun, has as its object the<br />

development of two hotels and a real estate project in Rivera Maya (Mexico). The <strong>NH</strong> Group currently has a 20% holding in<br />

Promociones Marina Morelos, S.A. de C.V. and a 90% holding in Caribe Puerto Morelos, S.A. de C.V., although the shareholder<br />

structure of this latter company has not been fully defined and is likely to change in the short term.<br />

Retirements:<br />

During 2005 the companies Desarrollo Hotelero Lázaro Cárdenas, S.A. de C.V. and Servicios Inmobiliarios de Balsas, S.A. de C.V.,<br />

the companies that own the <strong>NH</strong> Lázaro Cárdenas hotel, were sold and therefore were taken out of the scope of consolidation.<br />

The result of these operations was not significant.<br />

3 DISTRIBUTION OF NET RESULT<br />

The application of profit/(loss) for 2006 proposed by the Board of Directors of the Parent Company is as follows:<br />

Euros 000s<br />

Accumulated losses (2,290)<br />

Loss of the Parent Company (2,290)<br />

Reserves in companies consolidated by:<br />

Full Consolidation 63,434<br />

Proportional method 34<br />

The equity method 1,270<br />

Profit of the <strong>Consolidated</strong> Group 62,448<br />

The distribution of the result for 2005 is set out in the Statement of Changes in <strong>Consolidated</strong> Net Equity.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 21


4 ACCOUNTING POLICIES<br />

Set out below are the main valuation rules, accounting principles and policies applied by the Group when drawing up these<br />

consolidated accounts:<br />

4.1 Tangible fixed assets<br />

Tangible fixed assets are stated at cost, less accumulated depreciation and any recognised loss for impairment, except for those<br />

dependent companies whose tangible fixed assets were acquired before 31 December 1983 where the cost price was restated<br />

in accordance with different legal provisions. Later additions have been stated at cost.<br />

At the time of the transition to IFRS, the Group restated at fair value certain pieces of land based on assessments made by an<br />

independent expert, in a gross total amount of 217 million euros. The restated cost of this land has been regarded as cost in the<br />

transition to the IFRS. The Group's policy has been not to revalue any of its tangible fixed assets when closing its accounts for<br />

subsequent financial years. Set out below is the information concerning said revaluation:<br />

Euros 000s<br />

Country Book value Fair value Capital gain Effect on Reserves Attributable to minority interests<br />

Argentina 18,063 39,550 21,487 6,594 8,877<br />

Belgium 3,484 16,108 12,624 11,993 -<br />

Spain 63,613 157,570 93,957 67,912 2,556<br />

Netherlands 118,728 207,039 88,311 83,051 844<br />

Switzerland 3,904 4,600 696 452 -<br />

207,792 424,867 217,075 170,002 12,277<br />

The costs of expansions or improvements which represent an increase in productivity, capacity or efficiency, or extend the life of<br />

existing assets are recorded as an increase in the cost thereof. Expenditure for maintenance and repairs is charged to<br />

consolidated expense as incurred.<br />

The Group charges depreciation for its tangible fixed assets on a straight-line basis. The cost of the assets is spread over the years<br />

of their useful lives as shown in the following table:<br />

Years estimated useful life<br />

Constructions 33-50<br />

Plant and machinery 10-12<br />

Other plant, tools and furniture 5-10<br />

Other fixed assets 4-5<br />

4.2 Goodwill on consolidation<br />

The goodwill arising on consolidation represents the excess of the acquisition cost over the Group's interest in the fair value of<br />

identifiable assets and liabilities of a subsidiary company or joint-venture on the date of acquisition.<br />

Any positive differences between the cost of the holdings in the capital of consolidated and associated companies and the<br />

corresponding theoretical book values acquired, adjusted on the date of first consolidation, are allocated as follows:<br />

1. If they can be assigned to specific assets and liabilities of the companies acquired, increasing the value of the assets for which<br />

the fair values are higher than their net book values as recorded on said companies' balance sheets.<br />

2. If they can be assigned to specific intangible assets, by being explicitly recognised in the consolidated balance sheet provided<br />

that their fair value as at the date of acquisition can be reliably determined.<br />

3. Any other differences that cannot be allocated are recorded as goodwill which is assigned to one or more specific cash-flow<br />

generating units (in general, hotels) which are expected to make a profit.<br />

Goodwill is only recorded when it has been acquired in return for valuable consideration.<br />

The goodwill generated on the acquisition of associated companies is recorded in the accounts as an increased value of the holding.<br />

22<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


The goodwill generated on acquisitions made prior to the date of the transition to the IFRS, 1 January 2004, remains at its net<br />

book value as recorded as at 31 December 2003 in accordance with Spanish accounting principles.<br />

Goodwill is not amortised. In this regard, every year end, or whenever there are signs of decline in value, the Group will estimate,<br />

using the “impairment test”, if there is a permanent impairment that reduce the recoverable value of the goodwill to below the<br />

net cost recorded. If this is the case, it is charged to the income statement. Any write-off recorded cannot be reversed later on.<br />

In order to carry out this impairment test, all the goodwill is assigned to one or more cash-flow generating units. The recoverable<br />

value of each cash-flow generating unit is calculated as the higher of the useful value and the net sale price that would be<br />

obtained from the assets associated with the cash-flow generating unit. The useful value is calculated based on estimated future<br />

cash flows, discounted at a rate before taxes that reflects the present market value with regard to the value of money and the<br />

specific risks associated with the asset.<br />

The discount rates used by the <strong>NH</strong> <strong>Hoteles</strong> Group for these purposes are between 7.5% and 9%, depending on the different risks<br />

associated with each specific asset.<br />

4.3 Intangible assets<br />

Intangible assets are defined as non-monetary assets that can be specifically identified, that have been acquired from third<br />

parties or have been developed by the Group. They are only recognised in the accounts when their cost can be reliably<br />

determined and financial benefits are expected to be made from them in the future.<br />

They are deemed to have an “indefinite useful life” whenever it is concluded that they will contribute indefinitely to the<br />

generation of benefits. All other intangible assets are deemed to have a “definite useful life”.<br />

Intangible assets with indefinite useful lives are not amortised. They are therefore subject to the “impairment test” at least once<br />

a year, using the same criteria as for goodwill (see note 4.2).<br />

Intangible assets with defined useful lives are amortised on a straight-line basis on the basis of the estimated useful lives of the<br />

respective assets.<br />

“Intangible assets” records, fundamentally, the following items:<br />

i) “Rights of beneficial use” records the cost of the right to operate the Hotel <strong>NH</strong> Plaza de Armas in Seville, acquired in 1994,<br />

which is being written off against the consolidated income statement over the 30 years of the term of the contract at a rate<br />

that is increasing by 4% a year.<br />

ii) “Lease premiums” records the amounts paid as a condition for obtaining certain leases contracts for hotels and are written off<br />

on a straight-line basis over the term of the lease agreement.<br />

iii) “Concession, patents and trademarks” records, basically, the disbursements made by Gran Círculo de Madrid, S.A. on the<br />

construction work to renovate the building which houses the “Casino de Madrid”. The amortisation of this work is calculated<br />

on a straight-line basis taking into account the term of the concession contract for operating and managing the services<br />

provided in the building where the “Casino de Madrid” is housed (which expires on 1 January 2037).<br />

iv) “Software” includes different software that have been acquired by the different consolidated companies. These programs are<br />

stated at cost and are amortised on a straight-line basis at an annual rate of 25%.<br />

4.4 Impairment in value of tangible and intangible assets not including goodwill<br />

Every year, the Group makes a valuation of the possibility of value impairments that require that the book values of its tangible and<br />

intangible fixed assets be reduced. An impairment is deemed to exist whenever the recoverable value is lower than the book value.<br />

The recoverable value is calculated as the higher of net sale value and useful value. The useful value is calculated based on<br />

estimated future cash flows, discounted at a rate before taxes that reflects the present market value with regard to the value of<br />

money and the specific risks associated with the asset.<br />

The discount rates used by the <strong>NH</strong> <strong>Hoteles</strong> Group for these purposes are between 7.5% and 9%, depending on the different risks<br />

associated with each specific asset.<br />

If it is estimated that the recoverable value of an asset is lower than its book value, its book value is written off to its recoverable<br />

value and the corresponding write off is charged to the income statement.<br />

In the event that a loss due to impairment is reversed later on, the amount recorded for the asset in books is written up to the<br />

limit of the original value at which said asset had been recorded prior to the recognition of said impairment in value.<br />

The information concerning impairment charges recorded in 2006, is set out in Note 8 to these accounts.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 23


4.5 Leases<br />

In general the Group classifies all leases as operating leases. It only classifies them as financial leases when they substantially<br />

transfer the risks and advantages of ownership to the lessee and when, furthermore, the lessee holds an option to purchase the<br />

asset when the contract ends under terms that may be deemed to be clearly better than market terms.<br />

4.5.1 Operating leases<br />

In operating leases, the ownership of the asset leased and substantially all the risks and advantages of ownership of the asset<br />

remain with the lessor.<br />

In this regard, the hotels operated under a lease agreement for a period longer than the estimated useful life of said assets, for<br />

the purpose of their technical depreciation (see Note 4.1.), are regarded by the Directors of the Parent Company as operating<br />

leases given their particular characteristics and conditions of maintenance, which makes their useful life significantly higher.<br />

Whenever the Group is the lessee, the lease expenses are taken to the income statement on a straight-line basis.<br />

4.5.2 Finance leases<br />

The Group recognises finance leases as assets and liabilities on the balance sheet, on inception of the lease, at the market value<br />

of the leased assets or at the present value of the minimum lease instalments, whenever this is lower. To calculate the present<br />

value of the lease instalments, the contractual interest rate is used.<br />

The cost of the assets acquired under finance leases is presented on the consolidated balance sheet, according to the nature of<br />

the asset that is the object of the contract.<br />

Interest expense is distributed over the period of the lease on a pay-back basis.<br />

4.6 <strong>Financial</strong> instruments<br />

4.6.1 <strong>Financial</strong> assets<br />

<strong>Financial</strong> assets are recognised on the consolidated balance sheet when they are acquired, and are recorded initially at their fair<br />

value. The financial assets maintained by the Group companies are classified as:<br />

- Traded financial assets: are assets acquired by the companies for the purpose of making a short-term gain on changes in their<br />

prices or on the differences between their purchase and sale prices. This caption also includes financial derivatives that are not<br />

regarded as accounting hedges.<br />

- <strong>Financial</strong> assets at maturity: assets for which the collections are for a fixed or determinable amount with preset maturity dates.<br />

The Group states that it intends and is able to hold these assets since they are purchased until they mature.<br />

- Loans and accounts receivable generated by the company itself: financial assets originated by the companies in exchange for<br />

providing cash or for supplying assets or services.<br />

Traded financial assets are carried after their acquisition at their “fair value”, and any changes in their fair value are taken to<br />

income for the year.<br />

The fair value of a financial instrument on a particular date is defined as the amount at which it could be bought or sold on that<br />

date between two properly informed parties, acting freely and prudently on an arm’s length basis.<br />

<strong>Financial</strong> assets at maturity and loans and accounts receivable originated by the Company are stated at amortised cost. Accrued<br />

interest is taken to the income statement on the basis of their effective rate of interest. Amortised cost is defined as the initial cost<br />

less the collections or repayments of the principal, taking into account any potential reductions for impairment or non-payment.<br />

4.6.2 Cash and other cash equivalents<br />

This caption of the consolidated balance sheet records cash at hand, deposits and other highly liquid short-term investments that<br />

can be quickly converted into cash and with no risk of a change of value.<br />

4.6.3 <strong>Financial</strong> liabilities<br />

Bank loans<br />

Bank loans are recorded at the amount received, net of the costs incurred in the transaction. They are subsequently stated at<br />

amortised cost. <strong>Financial</strong> expenses are recorded on the accruals basis in the income statement using the effective interest<br />

method. Any amounts not settled in the period they occur are added to the amount of liabilities recorded in the books.<br />

Trade creditors and other accounts payable<br />

Trade accounts payable are initially recorded at their fair value and, later, are carried at amortised cost using the effective interest<br />

rate method.<br />

24<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


<strong>Financial</strong> derivatives and accounting for hedges<br />

Hedges used to cover the risk to which the Group's business is exposed, chiefly exchange rate and interest rate exposures, are<br />

stated at market value on the date they are contracted. Any subsequent changes in market value are recorded as follows:<br />

- Differences arising in the hedges items and hedged items in fair value hedges, in so far as they refer to the type of risk hedged<br />

against, are taken directly to the consolidated income statement.<br />

- For cash-flow hedges, the differences in valuation arising in the effective part of the hedge are recorded on a transitional basis<br />

in the caption “Equity Valuation Adjustments - Cash flow hedge”. They are not taken to the income statement until the losses or<br />

gains on the hedged item are taken to income or until the date the hedged item matures. The ineffective part of the hedge is<br />

taken directly to the consolidated income statement.<br />

Hedges stop being recorded in the accounts when the hedging instrument expires, or is sold, terminated or exercised, or no<br />

longer qualifies to be recorded as cover in the accounts. At that moment in time, any accumulated profit and loss corresponding<br />

to the hedging instrument that has been recorded in net equity is kept in net equity until the planned operation takes place.<br />

When the operation that is being hedged is not expected to take place, the accumulated net gains or losses recognised in net<br />

equity are taken to the income statement of the year. Any changes in the fair value of the financial derivatives that fail to qualify<br />

to be recorded as hedges in the accounts are taken to the consolidated income statement as they occur.<br />

<strong>Financial</strong> derivatives implicit in other financial instruments or other main contracts are recorded separately as derivatives just<br />

when their risks and characteristics are not closely linked to those of the main contracts and whenever said main contracts are not<br />

stated at their fair value with the changes taken to the income statement.<br />

4.7 Inventories<br />

The various different categories of stocks have been stated using the following criteria:<br />

Real estate business - Sotogrande (see Note 11)<br />

All the costs incurred are identified for each area and product in order to determine the cost of each item when it is sold. This<br />

method enables a proportional part of the total value of the land and the development costs to be assigned to the cost of the<br />

sale, based on the percentage that the metres sold represent in proportion to the total metres available for sale in each area.<br />

All the land and sites are classified under current assets even though it may take more than one year to build and sell them.<br />

i) Undeveloped land: Stated at cost, which includes the legal costs of executing deeds, registration and taxes that cannot be<br />

directly recovered from the Tax Authorities.<br />

ii) Developed land: Stated at the lowest of cost or market value. The cost mentioned above includes the cost of the land, the<br />

external cost of urban development and the technical projects.<br />

iii) Buildings under construction and completed buildings: Stated at cost, which includes the proportional part of the costs of land<br />

and infrastructure of the Pleasure Port and Inner Marina and the costs that are directly incurred in connection with the different<br />

developments (projects, building permits, works certificates, legal expenses relating to the declaration of new construction<br />

work, registration, etc.). The Group takes into account the market value and the time it takes for its finished products to be<br />

sold, making the necessary adjustments in values whenever they are required.<br />

Hotel business<br />

The food in the catering services is stated at the lower of cost or realisable value.<br />

4.8 Transactions and balances denominated in foreign currencies<br />

The Group uses the euro as its functional currency. Consequently, operations in currencies other than euro are deemed to be<br />

denominated in “foreign currency” and are recorded in accordance with the exchange rates prevailing on the date the operations<br />

are carried out.<br />

On every balance sheet date, the monetary assets and liabilities denominated in foreign currency are translated into the<br />

functional currency at the exchange rates prevailing on the balance sheet date. Any gains or losses that arise are taken directly<br />

to the income statement.<br />

4.9 Classifying financial assets and debts as current and long-term<br />

In the accompanying consolidated balance sheet, the financial assets and the debts are classified depending on when they fall<br />

due, as current when they fall due in or before twelve months and as long-term when they fall due after more than twelve months.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 25


4.10 Income and expense<br />

Income and expenses are recorded on an accrual basis, i.e. when the flow of assets and services which they represent actually<br />

takes place, irrespective of when the resulting monetary or financial flow occurs.<br />

Specifically, income is calculated at the fair value of the consideration to be received and represents the amount receivable for<br />

the assets handed over or the services provided in the ordinary course of business, after deducting discounts and taxes.<br />

Interest income and expenses accrue on a pay-back basis, based on the principal outstanding and the applicable effective rate<br />

of interest.<br />

4.11 Official grants<br />

The Companies of the Group have recorded grants received in accordance with the following criteria:<br />

- Non-refundable capital grants (linked to assets) are stated for the amount granted. They are recorded as deferred income and<br />

released to income in proportion to the depreciation recorded during the year by the assets that are being financed by these grants.<br />

- Operating grants are taken to the income statement when they accrue.<br />

4.12 Corporation tax<br />

The corporation tax expense for the year is calculated by adding the current tax resulting from applying the tax rate to the basis<br />

of assessment for the year after applying any allowable deductions, plus the change in deferred tax assets and liabilities.<br />

The deferred tax assets and liabilities include any timing differences that are identified as the amounts that are expected to<br />

become payable or collectible on the differences between the book values of the assets and liabilities and their tax values, as<br />

well as any tax loss carryforwards and credits for pending tax deductions. These amounts are recorded by applying the rate of<br />

taxation at which the corresponding timing difference or credit is expected to be refunded or paid.<br />

In some countries the rate of taxation varies depends on the form taken by the asset transfer. In these cases the Group's policy<br />

has been to apply the effective rate at which the tax is expected to be refunded or paid. The Directors of the Group are of the<br />

opinion that, in this case, the deferred tax calculated covers any amount that may eventually be paid in tax.<br />

Deferred tax liabilities are recognised for all taxable timing differences, except when the timing difference comes from the initial<br />

recognition of goodwill on which the write offs are not tax deductible or the initial recognition of other assets and liabilities in<br />

operations that affect neither the tax result nor the book result.<br />

For their part, deferred tax assets, identified with timing differences are only recognised when it is deemed probable that the<br />

consolidated companies are going to record sufficient taxable income in the future to be able to make them effective and do not<br />

come from the original recognition of other assets and liabilities in an operation that affects neither the tax result nor the book<br />

result. All other deferred tax assets (tax loss carryforwards yet to be offset and deductions yet to be compensated) are recognised<br />

only in the event that the consolidated companies are going to recording sufficient taxable income in the future to be able to<br />

make them effective.<br />

The deferred tax assets and liabilities recorded are reviewed in every closing, in order to check that they remain in force and to<br />

make whatever corrections may be appropriate on the basis of the results of the analyses carried out.<br />

4.13 Commitments to staff<br />

The Spanish companies in the hotel and restaurant trade are required to pay a certain number of months’ pay to employees of<br />

certain seniority and who meet certain prerequisites when they leave the company’s employ, retire, become permanently disabled<br />

or reach a certain age.<br />

The liabilities accruing on these commitments to staff are recorded in the caption “Provisions for liabilities and charges” on the<br />

accompanying consolidated balance sheet (see Note 20).<br />

On 31 December 2006, according to Royal Decree Law 16/3005, the Group externalised the aforesaid commitments, financing<br />

the whole of services accrued previously.<br />

4.14 Onerous contracts<br />

The <strong>NH</strong> <strong>Hoteles</strong> Group classifies as onerous contracts those agreements in which the unavoidable costs of performing the<br />

obligations stipulated therein exceed the economic benefits it expects to receive under the contracts.<br />

26<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


The <strong>NH</strong> <strong>Hoteles</strong> Group policy is to record a provision for the present value of the aforesaid difference between the costs and<br />

benefits of a contract.<br />

The pre-tax discount rates used reflect the present value of the money in the market, and the specific risks of these contracts;<br />

specifically, rates between 7.7% and 9% have been used.<br />

4.15 Compensation Plans based on share price<br />

As indicated in Note 24, <strong>NH</strong> <strong>Hoteles</strong>, S.A. has implemented two compensation plans based on the share trading price, for<br />

Directors with executive duties, senior managers and employees.<br />

In general, these plans are settled in cash by differences. The Group has calculated the market value of each right as at the<br />

concession date, taking into account the specific characteristics of these plans, using binomial valuation methods, taking that<br />

value to the income statement on a straight-line basis over the period between concession of the compensation and exercise of<br />

the right. Furthermore, until the liabilities are paid, the Group recalculates the fair value of the liabilities at the end of every year,<br />

and takes any recognised change in the value to the income statement for the year.<br />

The charge to the consolidated income statement for these plans in 2006 has involved an increase in staff expenses of 5,977<br />

thousand euros. The balancing entry has been made in the account “Provisions for liabilities and charges - Provision for<br />

Compensation Plan based on share price” under liabilities on the consolidated balance sheet (see Note 20).<br />

The Group has contracted a derivative (“equity swap”) to hedge against fluctuations in the payments of the obligations that may<br />

arise as a result of the compensation plans contracted. This derivative has been stated at fair value. The balancing account as at<br />

the date of first application is an equity account, and for subsequent periods in the income statement for the same amount as<br />

the staff expense charged as there is efficient cover for the payment streams (see Note 4.6.3).<br />

4.16 Own shares held as treasury stock<br />

The <strong>NH</strong> <strong>Hoteles</strong> Group own shares held as treasury stock which are carried at their cost of acquisition and at year-end are<br />

recognised as a decrease in the heading “Net equity– Own shares” of the consolidated balance sheet.<br />

Profits and losses obtained by the Group on disposal of own shares are recorded under “Share premium” on the consolidated<br />

balance sheet.<br />

4.17 Environmental policy<br />

Capital expenditures stemming from environmental activities are stated at cost and capitalised as an increased cost of fixed<br />

assets or inventories in the year they are incurred.<br />

Expenses arising from the protection and improvement of the environment are charged to expense in the year they are incurred,<br />

regardless of when the related monetary or financial flow takes place.<br />

The provisions for probable or certain contingencies, disputes under way or indemnities or obligations outstanding for an<br />

undetermined amount of an environmental nature, not covered by the insurance policies that have been taken out, are set up<br />

when the liability or the obligation that sets off the indemnity or payment arises.<br />

4.18 <strong>Consolidated</strong> cash flow statements<br />

The following terms with the following definitions are used in the consolidated cash flow statements, prepared using the indirect<br />

method:<br />

- Cash flows: the inflow and outflow of cash and cash equivalents. Cash equivalents are defined as high-liquidity short-term<br />

investments with little risk of change in value.<br />

- Operating activities: the normal activities of the companies that make up the consolidated group, and any other activities that<br />

cannot be classified as capital expenditure or financing.<br />

- Investment activities: the activities relating to the acquisition, or disposal by other means of long-term assets and other capital<br />

expenditures not included in cash and cash equivalents.<br />

- Financing activities: the activities that give rise to changes in the size and structure of net equity and the liabilities that are not<br />

part of the operating activities.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 27


5 EARNINGS PER SHARE<br />

The basic earnings per share is calculated by dividing the net profit attributed to the Group (after taxes and minority interests) by the<br />

weighted average number of shares outstanding during the year, as shown below:<br />

2006 2005 Change<br />

Profit/(loss) for the year (000s euros) 62,448 62,243 0.33%<br />

Weighted average number of shares issued (000s shares) 122,209 119,533 2.24%<br />

Weighted average number of own shares held (000s shares) 76 215 -64.65%<br />

Weighted average number of shares outstanding 122,133 119,318 2.36%<br />

0.51 0.52 -1.98%<br />

6 GOODWILL<br />

The balance recorded under this caption is for the net goodwill that has arose on the purchase of certain companies. Shown<br />

below is the breakdown of this balance (in thousands of euros):<br />

2006 2005<br />

<strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH 108,674 108,674<br />

Nacional Hispana de <strong>Hoteles</strong>, S.R.L. de C.V. 3,218 3,176<br />

Others 2,510 1,736<br />

114,402 113,586<br />

Set out below is the movement in this chapter of the consolidated balance sheet in 2006 and 2005 (in thousand euros):<br />

Net<br />

Net<br />

goodwill Translation goodwill<br />

31.12.04 Additions difference 31.12.05<br />

<strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and<br />

<strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH 91,984 16,690 - 108,674<br />

Nacional Hispana de <strong>Hoteles</strong>, S.R.L. de C.V. 3,130 - 46 3,176<br />

Others 1,720 - 16 1,736<br />

96,834 16,690 62 113,586<br />

Net<br />

Net<br />

goodwill Translation goodwill<br />

31.12.05 Additions (Retirements) difference 31.12.06<br />

<strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and<br />

<strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH 108,674 - - - 108,674<br />

Nacional Hispania de <strong>Hoteles</strong>, S.R.L. de C.V. 3,176 - - 42 3,218<br />

Others (Note 2.4.6.a) 1,736 984 (223) 13 2,510<br />

113,586 984 (223) 55 114,402<br />

The recoverable value of the goodwill of <strong>NH</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH has been allocated to each<br />

cash flow generating unit using projections for results, capital expenditures and working capital, for the remaining years of<br />

operation of the lease agreements of the hotels.<br />

All other recoverable values of remaining goodwill have been assigned to each cash flow generating unit using five-year forecasts<br />

and applying a methodology similar to that used for <strong>NH</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH goodwill.<br />

28<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


7 INTANGIBLE ASSETS<br />

Shown below are the breakdown and the movements on the different intangible asset accounts in 2006 and 2005 (in thousands<br />

of euros):<br />

Change in<br />

Balance at Additions/ Balance at scope of Additions/ Balance at<br />

31.12.04 Allocations Disposals 31.12.05 consolidation Allocations Disposals Transfers 31.12.06<br />

COST<br />

Rights of beneficial use 31,057 81 - 31,138 - - (65) - 31,073<br />

Lease premiums 13,403 559 - 13,962 742 632 (44) - 15,292<br />

Concessions, patents and trademarks 30,668 287 (138) 30,817 (2) 3,632 (5) (218) 34,224<br />

Software 17,031 3,390 (33) 20,388 (10) 2,367 (113) 218 22,850<br />

92,159 4,317 (171) 96,305 730 6,631 (227) - 103,439<br />

ACCUMULATED AMORTISATION<br />

Rights of beneficial use (7,676) (912) - (8,588) - (934) - - (9,522)<br />

Lease premiums (4,486) (448) 75 (4,859) (109) (1,626) - - (6,594)<br />

Concessions, patents and trademarks (10,171) (884) 86 (10,969) 1 (1,368) 372 - (11,964)<br />

Software (7,859) (4,652) 19 (12,492) 3 (3,723) 111 - (16,101)<br />

(30,192) (6,896) 180 (36,908) (105) (7,651) 483 - (44,181)<br />

NET BOOK VALUE 61,967 59,397 59,258<br />

7.1 Rights of beneficial use<br />

On 28 July 1994, <strong>NH</strong> <strong>Hoteles</strong>, S.A. established a right of beneficial use on the hotel <strong>NH</strong> Plaza de Armas Hotel in Seville, owned<br />

by the “Red Nacional de Ferrocarriles Españoles (RENFE)”, for a period of 30 years as from the date the agreement was<br />

signed. The price to be paid for this by <strong>NH</strong> <strong>Hoteles</strong>, S.A. to RENFE is 30.20 million euros, in instalments that will be paid up<br />

to the year 2014.<br />

The Group has recorded under “Rights of beneficial use” all the amount agreed as the price for the operation and, in order to<br />

properly time allocate that price, it takes the result of spreading the cost of the right over the thirty years of the term of the<br />

agreement to the consolidated income statement, using an amount that increases by 4% every year. In turn, the captions “Other<br />

current liabilities” and “Other long-term liabilities” (see Notes 23 and 18) on the accompanying consolidated balance sheet<br />

record the amounts pending payment in the short and long term as at 31 December 2006, which amount to 1.49 million euros<br />

and 10.47 million euros, respectively (1.49 million euros and 11.96 million euros as at 31 December 2005).<br />

7.2 Lease premiums<br />

In 2006, the column “Additions/Allocations” records 632 thousand euros, mainly in respect of the premium paid to obtain various<br />

lease contracts for hotels located in Germany. These premiums are written off on a straight-line basis over the term of the related<br />

contracts, which range between 15 and 19 years.<br />

7.3 Software<br />

The column “Additions/Allocations” chiefly records the costs incurred in the project to install a new computer system in the<br />

Group during 2006 and 2005.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 29


8 TANGIBLE FIXED ASSETS<br />

Shown below are the breakdown and the movements in the different tangible fixed asset accounts in 2006 and 2005 (thousands<br />

of euros):<br />

COST<br />

Change in<br />

Change in<br />

Balance at scope of Translation Balance at scope of Translation Balance at<br />

01.01.05 consolidation differences Additions Disposals 31.12.05 consolidation differences Additions Disposals 31.12.06<br />

Land and buildings 1,207,315 755 27,233 19,004 (14,166) 1,240,141 22,754 (60,738) 22,160 (11,541) 1,212,776<br />

Technical plant<br />

and equipment 345,946 (215) 5,027 36,866 (1,621) 386,003 (355) (13,509) 45,812 (3,584) 414,367<br />

Other plan, tools<br />

and furniture 256,025 (249) 3,985 21,887 (3,638) 278,010 2,061 (4,266) 31,466 (122) 307,149<br />

Other tangible fixed assets 20,238 (223) 2,017 11,449 - 33,481 (117) (307) 9,168 (500) 41,725<br />

Fixed assets in progress 25,835 32 239 32,235 (21,817) 36,524 13,409 (1,377) 11,091 (18,815) 40,832<br />

1,855,359 100 38,501 121,441 (41,242) 1,974,159 37,752 (80,197) 119,697 (34,562) 2,016,849<br />

ACCUMULATED<br />

DEPRECIATION<br />

Technical plant<br />

and equipment (111,860) 275 (7,817) (13,072) 1,764 (130,710) 1,152 23,826 (11,140) 2,941 (113,931)<br />

Other plan, tools<br />

and furniture (160,748) 271 (704) (17,772) 1,540 (177,413) 2,758 9,729 (26,263) 700 (190,489)<br />

Other tangible<br />

fixed assets (145,419) 100 (2,343) (25,950) 2,065 (171,547) 1,461 329 (21,069) 56 (190,770)<br />

Fixed assets in progress (12,083) 219 (1,924) (3,524) - (17,312) 12 1,892 (2,418) 425 (17,401)<br />

(430,110) 865 (12,788) (60,318) 5,369 (496,982) 5,383 35,776 (60,890) 4,122 (512,591)<br />

Provisions (67,675) - (1,111) (799) 722 (68,863) - 422 (10,588) 8,415 (70,614)<br />

NET BOOK VALUE 1,357,574 1,408,314 1,433,644<br />

In 2006 and 2005 the column “Change in scope of consolidation” records the effect of the inclusion/retirement of tangible fixed<br />

assets of certain companies that were included/excluded in the consolidated group during each of these years (see Note 2.4.6).<br />

The column “Translation differences” records the effect of the change in the exchange rate used for translating the different<br />

tangible fixed asset captions.<br />

The most significant movements in this item during 2006 and 2005 are as follows:<br />

i) The most significant additions in tangible fixed assets during 2006 and 2005, analysed by business unit, were as follows:<br />

2006 2005<br />

Spain 45,305 48,173<br />

Benelux 16,379 13,402<br />

Germany 14,425 16,012<br />

Italy 5,684 -<br />

Switzerland 7,450 -<br />

Latin America 29,949 21,041<br />

Rest of Europe 505 996<br />

Total 119,697 99,624<br />

Worthy of note for 2005 were the renovation of the hotels <strong>NH</strong> Calderón (5.3 million euros) and <strong>NH</strong> Numancia (4.6 million euros),<br />

both in Barcelona, the <strong>NH</strong> Central de Convenciones hotel (4.7 million euros) in Seville, the <strong>NH</strong> Almenara hotel (5.6 million<br />

euros) in Sotogrande (Cadiz) and the <strong>NH</strong> Vienna Airport hotel(4.7 million euros) in Vienna.<br />

30<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


Also, the most significant additions in 2006 were the renovation of the hotels <strong>NH</strong> Calderón (3.5 million euros) in Barcelona and<br />

Nhow Milano (5.4 million euros) in Milano, the extension of <strong>NH</strong> City hotel (9.2 million euros) in Buenos Aires, the investment made<br />

in <strong>NH</strong> Santa Fe hotel (5.3 million euros) in México D.F. and the refurbishment of several Fast Good restaurants (4.3 million euros).<br />

All the other additions in these two years are capital expenditures at different hotels for amounts of less than 3.5 million euros.<br />

ii) The most significant retirements in 2005 were, for the most part for land and buildings, technical plant and/or furniture of the<br />

<strong>NH</strong> Sport and <strong>NH</strong> Orus <strong>Hotels</strong> (4.6 million euros) in Zaragoza.<br />

The most significant retirements in 2006 were fittings and furniture of the <strong>NH</strong> Frankfurt Raunheim (1.4 million euros) in Frankfurt.<br />

As at 31 December 2006, there were tangible fixed assets acquired under finance leases totalling 2,579 thousand euros in cost<br />

and 587 thousand euros in accumulated depreciation (1,682 thousand euros in cost and 418 thousand euros in accumulated<br />

depreciation in 2005).<br />

As at 31 December 2005, the main asset under a finance lease was the furniture in the <strong>NH</strong> Príncipe de la Paz Hotel, in Aranjuez (Spain).<br />

Set out below is a breakdown, as at 31 December 2006, of the tangible fixed assets of the Group where an impairment of value<br />

has been detected.<br />

Provision attributed to land:<br />

Euros 000s<br />

Country Book value Fair value Value impairment Effect on Reserves<br />

Germany 2,609 2,147 (462) 462<br />

Belgium 16,889 14,400 (2,489) 1,742<br />

The Netherlands 47,304 35,593 (11,711) 8,198<br />

South Africa 881 422 (459) 321<br />

Total 67,683 52,562 (15,121) 10,723<br />

Provision assigned to other fixed assets:<br />

Euros 000s<br />

Country Book Value Fair Value Provision Effect on reserves Attributable to minority interests<br />

Germany 9,472 - (9,472) 6,579 -<br />

Belgium 2,195 832 (1,363) 954 -<br />

Spain 16,299 2,344 (13,955) 11,416 1,123<br />

The Netherlands 47,248 29,555 (17,693) 12,385 -<br />

South Africa 1,634 - (1,634) 1,144 -<br />

Uruguay 7,189 3,146 (4,043) 3,645 113<br />

Mexico 63,636 59,389 (4,247) 4,206 41<br />

Brazil 8,022 4,936 (3,086) - -<br />

Total 155,695 100,202 (55,493) 40,329 1,277<br />

The Group has contracted insurance policies to cover against the exposure to risk of its different tangible fixed assets, as well as<br />

against any claims that may be brought against it for carrying on its business. These policies are deemed to provide sufficient<br />

cover for the risk exposure of these assets.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 31


9 HOLDINGS IN ASSOCIATED COMPANIES<br />

Shown below is the breakdown as at 31 December 2006 and 2005 of the holdings in companies consolidated using the equity<br />

method (in thousands of euros):<br />

Net balance Profit (loss) Net balance Translation Profit (loss) Net balance<br />

at 31.12.04 Additions Retirements 2005 at 31.12.05 Additions Retirements differences 2006 at 31.12.06<br />

Jolly <strong>Hotels</strong>, S.p.a. (*) 36,075 - (1,225) (232) 34,618 131 - - 747 35,496<br />

Palacio de la Merced, S.A. 739 376 - (38) 1,077 - - - 38 1,115<br />

Fonfir1, S.L. 20 - - - 20 - - - - 20<br />

Harrington Hall Hotel, Ltd. (**) - 1,259 - (379) 880 - - - 485 1,365<br />

Caribe Puerto Morelos,<br />

S.A. de C.V. (**) - 16,552 - - 16,552 12,492 - - - 29,044<br />

Corporación Hotelera<br />

Dominicana, S.A. (**) - 33,268 - - 33,268 702 (16,707) (1,770) - 15,493<br />

Corporación Hotelera<br />

Oriental, S.A. (**) - 4,121 - - 4,121 68 (2,060) (224) - 1,905<br />

Promociones Marina<br />

Morelos, S.A. de C.V. (**) - 2,192 - - 2,192 2,611 - - - 4,803<br />

Losan Investment, Ltd. (**) - - - - - 2,192 - - - 2,192<br />

36,834 57,768 (1,225) (649) 92,728 18,196 (18,767) (1,994) 1,270 91,433<br />

(*) Records the audited net equity for 2005 and an estimate of profit (loss) for 2006.<br />

(**) See Note 2.4.6<br />

The Group's holding in Jolly <strong>Hotels</strong>, S.p.a. includes a positive difference on consolidation of approximately 21 million euros,<br />

which can be allocated to the assets of this company.<br />

On 11 November 2006 a “Framework Agreement” was signed by <strong>NH</strong> Italia, S.r.l., Joker Partecipazioni, S.r.l. and Banca Intesa,<br />

S.p.a. (today Banca Intesa Sanpaolo, S.p.a.), companies with respective holdings of 20%, 50.05% and 4.42% in the share capital<br />

of Jolly <strong>Hotels</strong>, S.p.a. for the purpose of controlling no less than 74.47% of the share capital of Jolly <strong>Hotels</strong>, S.p.a through a newly<br />

created vehicle, Grande Jolly, S.p.a., and for the latter to launch a tender offer for the rest of the share capital.<br />

The effectiveness of that agreement is subject, as condition precedent, among others, to its approval by Italian antitrust<br />

authorities. Said approval had not yet been given as of 1 February 2007. In addition, at 31 December 2006 the Company neither<br />

held the majority of the representative and decision-making bodies of Jolly <strong>Hotels</strong>, S.p.a., nor had the capacity to control or direct<br />

the financial and operating policies of the said company (<strong>NH</strong> <strong>Hoteles</strong>, S.A. was represented on the Board of Directors of Jolly<br />

<strong>Hotels</strong>, S.p.a. at year-end 2006 by one Director out of a total of ten). Therefore, at 31 December 2006 the Parent Company had<br />

only consolidated using the equity method the 20% interest it held in Jolly <strong>Hotels</strong>, S.p.a. through <strong>NH</strong> Italia, S.r.l.<br />

32<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


10 LONG-TERM FINANCIAL INVESTMENTS<br />

10.1 Loans and accounts receivable not available for trading<br />

Set out below is the composition of this heading as at 31 December 2006 and 2005 (in thousands of euros):<br />

2006 2005<br />

Call and put options for the Jolly <strong>Hotels</strong> operation (Note 18) 277,405 -<br />

Subordinated loans granted to companies owing hotel<br />

buildings operated by the Group under lease agreements 57,782 51,657<br />

Loans to staff 14,720 14,320<br />

Residencial Marlin, S.L. loan (Note 18) 9,000 9,000<br />

Advance lease payments 5,766 5,964<br />

Project advances 3,500 375<br />

Los Alcornoques de Sotogrande, S.L. loan (Note 18) 1,400 -<br />

Harrington Hall, Ltd. loan 2,250 2,250<br />

Golden Tulip Worldwide, BV loan 1,823 1,923<br />

Long-term deposits and guarantee deposits 12,537 7,567<br />

Other 11,268 1,425<br />

397,451 94,481<br />

The line “Call and put options for Jolly <strong>Hotels</strong> operation” records the value of a series of contracts providing purchase options<br />

for the benefit of <strong>NH</strong> Italia, S.r.l. and sale options for the benefit of Joker Partecipazioni, S.r.l. and Banca Intesa, S.p.a. (today<br />

Banca Intesa Sanpaolo, S.p.a.), which were signed within the framework of the operation to acquire control of Jolly <strong>Hotels</strong>, S.p.a.<br />

on 29 November 2006, for the purpose of arranging the gradual transfer to the <strong>NH</strong> <strong>Hoteles</strong> Group of the stakes held by the<br />

aforesaid companies at that date in Jolly <strong>Hotels</strong>, S.p.a., which would give the Group control of 74.47% of the share capital of Jolly<br />

<strong>Hotels</strong>, S.p.a. The compensation is recorded on the balance sheet under the “Other long-term liabilities” heading in the same<br />

amount (see Note 18).<br />

The main features of the contracts are as follows:<br />

- Put option for the benefit of Joker Partecipazioni, S.r.l. and call option for the benefit of <strong>NH</strong> Italia, S.r.l., for the purpose of<br />

transferring to <strong>NH</strong> Italia, S.r.l. or to Grande Jolly, S.r.l., at the discretion of <strong>NH</strong> <strong>Hoteles</strong> Group, the residual holding of 24.35% in<br />

the Jolly <strong>Hotels</strong>, S.p.a. share capital (after Joker Partecipazioni, S.r.l. has transferred the other 25.7% it holds in Jolly <strong>Hotels</strong>, S.p.a.<br />

over the course of June and July 2007). The time limit for exercising the sale option runs from 1 June 2007 to 31 December 2009.<br />

The call option for the benefit of <strong>NH</strong> Italia, S.r.l. or Grande Jolly, S.r.l. will be exercisable during the following six months after the<br />

expiration of the time limit for exercising the put option. The amount of the option, valued at 25 euros per share, totals 121.76<br />

million euros.<br />

- Put option for the benefit of Banca Intesa, S.p.a. (today Banca Intesa Sanpaolo, S.p.a.) and call option for the benefit of Grande<br />

Jolly, S.r.l., for the purpose of transferring to Grande Jolly, S.r.l. the 4.42% equity stake held by Banca Intesa, S.p.a. in Jolly <strong>Hotels</strong>,<br />

S.p.a. The time limit for exercising the put option runs from liquidation date of the tender offer for the capital not controlled by<br />

the parties or from 30 September 2007 (if earlier) to 31 October 2007. The call option exercise period starts on 1 November 2007<br />

and finish on 30 November 2007. The amount of the option, valued at 25 euros per share, totals 22.11 million euros.<br />

- Put option for the benefit of Joker Partecipazioni, S.r.l. and call option for the benefit of <strong>NH</strong> Italia, S.r.l., where under Joker<br />

Partecipazioni, S.r.l. transfers to <strong>NH</strong> Italia, S.r.l. the 42% interest it holds in Grande Jolly, S.r.l., (after having transferred 25.7%<br />

between June and July of 2007 and having exercised the preceding option over the remaining 24.35%). The time limit for<br />

exercising the put option runs from 1 June 2007 to 31 December 2010. The call option for the benefit of <strong>NH</strong> Italia, S.r.l. will be<br />

exercisable during the following six months after the expiration of the time limit for exercising the put option. The amount of the<br />

option will be conditional on the way in which Joker Partecipazioni, S.r.l. has transferred to the <strong>NH</strong> Group the 25.7% tranche of<br />

Jolly <strong>Hotels</strong>, S.p.a. If done by means of a sale-purchase and successive capital increase, the option is for 87.39 million euros, and<br />

if the transfer is done by means of a non-cash capital increase, the option will be worth 133.54 million euros. The option is carried<br />

at the latter value.<br />

The line “Subordinated loans granted to companies owing hotels buildings operated by the Group under lease agreements”<br />

records a series of loans granted by <strong>NH</strong> <strong>Hoteles</strong> Group to different companies owning hotel buildings in different countries like<br />

Germany, Austria and Luxemburg, which are operated by the Group under lease agreements. From a total amount of 57.78<br />

million euros recorded as at 31 December 2006, 56.27 million euros are related to subordinated loans granted to owners of hotels<br />

located in Germany and Austria, which rents has been refinanced.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 33


This rent refinancing operation that has had the following effects on the Group:<br />

- A lease cost saving of 6.29 million euros in 2006 and 2005.<br />

- The rents of these hotels are not pegged to inflation or to any other index.<br />

- These subordinated loans accrue interest at a fixed rate of 3% per annum (1.6 million euros for 2006 and 1.5 million euros the<br />

previous year).<br />

- The new rent agreements provide for call options for the buildings leased under the contracts, which may be exercised, as a<br />

general rule, on the tenth and fifteenth anniversaries as from when they come into force.<br />

- These rent agreements have been considered as operating leases, based on the assessment of two independent experts of<br />

recognised prestige.<br />

The positive difference between the market value, being this the purchase price due to the proximity of the building purchasing<br />

transactions and the price at which it is estimated these rights may be exercised amounts, as at 31 December 2006, to<br />

approximately 6.07 million euros (1.02 million euros at 31 December one year earlier).<br />

The caption “Loans to staff” includes the loans made to senior managers who joined the Group in order to buy shares in the<br />

Parent Company, for a total of 14.32 million euros as at 31 December 2006 and 2005. Those loans are appropriately secured and<br />

mature in January 2007, and the borrower may extend the maturity date annually until 9 January 2008. As at the date these<br />

consolidated annual accounts were drawn up, all the borrowers had exercised their right to extend the loans. In addition, at 31<br />

December 2006 a loan is recorded that was granted to a Group executive in the amount of 0.4 million euros, which accrues<br />

interest rate at the 1-year Euribor and whose repayment is tied to his variable compensation and to exercise of the Rights of the<br />

Compensation Plan based on share price to which he is entitled.<br />

The lines “Residencial Marlin, S.L. loan” and “Los Alcornoques de Sotogrande, S.L. loan” record the proportional part of the<br />

subordinated participating loans granted to said companies by Sotogrande, S.A. to acquire the “Ribera del Marlin” plots (see<br />

Note 18).<br />

The line “Advance lease payments” record advances paid to the owners of certain hotels that are operated under leases so that<br />

said owners could buy decoration items and furniture. They are discounted from future lease payments.<br />

The line “Project advances” records, as at 31 December 2006, the advance paid by the Parent Company to the company Tourist<br />

Ferry Boat, S.r.l. (former owner of the Framon hotels chain), in respect of the concession the said company was awarded by the<br />

Amalfi municipal government to restore the Gran Hotel Convento de Amalfi, which will be transferred to the <strong>NH</strong> Group once the<br />

relevant processing has been completed with the authorities for the change of owner.<br />

The line “Harrington Hall Hotel, Ltd. loan” records the subordinated loan granted by the <strong>NH</strong> <strong>Hoteles</strong> Group to the company<br />

Harrington Hall Hotel, Ltd. for the purpose of refinancing the acquired company's prior financial debt.<br />

The line “Golden Tulip Worldwide, BV loan” records the account receivable from that company in respect of the assignment of<br />

the Golden Tulip trademark, previously bought by the <strong>NH</strong> Group in the Krasnapolsky chain acquisition, to the former owner.<br />

Set out below is the breakdown of the various loans by maturity and interest rate:<br />

Maturity<br />

Average<br />

Balance at<br />

interest<br />

31/12/06 2007 2008 2009 2010 2011 Other rate<br />

Subordinated loans granted<br />

to companies owing hotel<br />

buildings operated by the Group<br />

under lease agreements 57,782 - - - - - 57,782 3%<br />

Residencial Marlin, S.L. loan* 9,000 9,000 - - - - - 2.85%<br />

Advance lease payments 3,500 - 3,500 - - - - N/A<br />

Harrington Hall, Ltd. loan 2,250 - - - 112 112 2,026 5.70%<br />

Golden Tulip Worldwide, BV loan 1,823 380 380 380 380 303 - 3%<br />

Los Alcornoques<br />

de Sotogrande, S.L. loan 1,400 - - 1,400 - - - 3.75%<br />

Total 75,755 9,380 3,880 1,780 492 415 59,808<br />

* The Directors of the Parent Company planned to extend the loan at its maturity.<br />

34<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


10.2 Other long-term financial investments<br />

Set out below is a breakdown of this caption as at 31 December 2006 and 2005:<br />

2006 2005<br />

Holdings stated at cost 28,463 6,239<br />

Traded financial assets 17,402 16,197<br />

45,865 22,436<br />

10.2.1 Long-term securities portfolio<br />

Shown below is a breakdown of corporate holdings stated at cost:<br />

Company Address 31.12.06 31.12.05<br />

Desarrollos Isla Blanca, S.L. Mexico 19,532 -<br />

Parque Temático de Madrid, S.A. Spain 8,789 8,789<br />

<strong>NH</strong> Finance, S.A. Luxembourg 2,623 -<br />

Varallo Comercial, S.A. Dom. Rep. 2,174 -<br />

Hanuman Investment, S.L. Spain 2,162 2,162<br />

Donnafugata Resort, S.R.L. (Note 2.4.6) Italy - 2,700<br />

Other investments 2,254 1,659<br />

Parque Temático de Madrid provision (8,789) (8,789)<br />

Other provisions (282) (282)<br />

28,463 6,239<br />

On 28 July 2006 the Group acquired through Sotogrande, S.A. 50% of the share capital of Desarrollos Isla Blanca, S.L. for 25<br />

million dollars. This investee company is 50% owned by the Mexican company Desarrollos Inmobiliarios del Caribe, S.A. de C.V.,<br />

owner of 220 hectares in the town of Isla Mujeres where a tourism real estate project is to be carried out once the Urban<br />

Development Plan currently being processed is approved. Notwithstanding the above, if the building rights finally approved are<br />

lower than initially set, Sotogrande, S.A. has the right to continue the project or to sell its share to the seller at the acquisition<br />

price plus the interest accrued to the return date at a interest rate equal to the Libor plus 100 basis points.<br />

On 27 December 2006 the Group acquired the company <strong>NH</strong> Finance, S.A., whose main business is financing Group companies.<br />

This company has not been included in the scope of consolidation because its main business had not yet begun as at 31<br />

December 2006.<br />

On 23 June 2006 a 12% stake was acquired in the company Varallo Comercial, S.A., owner of two properties located in La<br />

Altagracia (Dominican Republic), on which there are plans to build two hotel complexes (one of 660 rooms and the other of 375<br />

rooms) that will be operated by <strong>NH</strong> <strong>Hoteles</strong>. The result of the transaction was not significant.<br />

10.2.2 Traded financial assets<br />

As at 31 December 2006 and 2005, the <strong>NH</strong> <strong>Hoteles</strong> Group had a number of interest-rate derivative contracts, which originally<br />

hedged a syndicated credit facility that was cancelled in 2004 and have therefore not been described as hedges. The fair value<br />

of these derivatives as at 31 December 2006 amounted to 1.19 million euros (4.09 million euros in 2005, some 0.68 million euros<br />

of which were due to mature short-term), of which 0.01 million euros are classified as short term (see Note 13.2). In addition, at<br />

31 December 2006 the Company also maintained various currency derivative contracts which have not been qualified as hedges,<br />

for a total of 0.13 million euros (see Note 19).<br />

The Parent Company also has an equity swap to hedge the obligations arising under the Compensation Plan based on share<br />

price designed for certain specific employees of the <strong>NH</strong> <strong>Hoteles</strong> Group (see Note 4.15). The fair value of the equity swap, as at<br />

31 December 2006, amounted to 16.09 million euros (12.79 million euros in 2005) (see Note 20).<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 35


11 INVENTORIES<br />

Set out below is the breakdown of inventories as at 31 December 2006 and 2005 (in thousands of euros):<br />

2006 2005<br />

Developed land 30,681 32,318<br />

Undeveloped land 18,972 17,096<br />

Construction work in progress 49,507 31,806<br />

Finished construction work 2,993 7,203<br />

Auxiliary materials and others 7,520 8,479<br />

109,673 96,902<br />

The Group now owns approximately 1,809,000 square metres of land in Sotogrande (Cadiz). The planning status of this land is<br />

governed by the General Urban Land Use Plan of San Roque, approved by the Provincial Town Planning Committee of Cadiz on<br />

2 November 1987, which classifies the land owned by the Group mostly as programmed land that qualifies for development. The<br />

average cost of the developed land, as at 31 December 2006, is 22 euros per square metre and 12 euros per square metre for<br />

the undeveloped land. Moreover, assessments have been carried out by independent third parties according to which the market<br />

value of this land is higher than its book value.<br />

12 TRADE DEBTORS<br />

Trade debtors record the different accounts receivable in respect of the Group's activities. Set out below is the breakdown of<br />

“Trade debtors” as at 31 December (in thousands of euros):<br />

2006 2005<br />

Customer receivable for services 119,445 96,042<br />

Customer receivables for real estate sales 18,317 45,542<br />

137,762 141,584<br />

Less, provision for bad debts (10,874) (11,228)<br />

126,888 130,356<br />

In general terms, these accounts receivable do not earn any interest, fall due within less than 90 days and are subject to no<br />

restrictions on their disposal.<br />

Movements of the provision for bad debts during the years ended on 31 December 2006 and 2005 are as follows (in thousands<br />

of euros):<br />

2006 2005<br />

Balance at 1 January 11,228 11,042<br />

Translation differences (49) 96<br />

Allocations 1,475 90<br />

Applications (1,780) -<br />

Balance at 31 December 10,874 11,228<br />

36<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


13 SHORT-TERM FINANCIAL INVESTMENTS<br />

13.1 <strong>Financial</strong> investments at maturity<br />

Shown below is the composition of this heading in the accompanying consolidated balance sheet at 31 December 2006 and 2005:<br />

2006 2005<br />

Fixed-income financial assets 7,586 26,621<br />

Short-term deposits 200,000 -<br />

207,586 26,621<br />

The line “Short-term deposits” records the placement in a short-dated interest-earning deposit of the cash value of the 200<br />

million euros capital increase carried out in <strong>NH</strong> Italia, S.r.l. on 27 December 2006 for the purpose of financing for part of the<br />

acquisition of Jolly <strong>Hotels</strong>, S.p.a.<br />

As at 31 December 2006 and 2005, the fixed-income financial assets and short-term deposits all mature in less than one year and<br />

earn an average market rate of interest.<br />

13.2 Traded financial assets<br />

This caption of the accompanying consolidated balance sheet as at 31 December 2006 and 2005 has the following composition:<br />

2006 2005<br />

Variable-yield financial assets 417 638<br />

Interest rate swap (see Note 10.2.2) 11 680<br />

Provision for impairment of equity securities (45) (95)<br />

383 1,223<br />

14 CASH AND BANKS AND OTHER CASH EQUIVALENTS<br />

This caption mainly includes the Group's cash and bank accounts, as well as bank loans and deposits with maturity of no more<br />

than three months. The average interest rate earned by the Group on the balances of its cash and banks and other cash<br />

equivalents during 2006 and 2005 was a floating rate benchmarked to the Euribor. These assets are recorded at their fair value.<br />

There are no restrictions on the disposal of cash.<br />

15 NET EQUITY<br />

15.1 Subscribed capital stock<br />

As at December 31 2005 the Parent Company’s share capital was represented by 119,532,898 fully subscribed and paid-in bearer<br />

shares each with a nominal value of 2 euros.<br />

On 15 August 2005 the shares in the Parent Company were delisted permanently from Euronext Amsterdam, after the approval<br />

by the governing body of the Amsterdam Stock Exchange.<br />

On 5 May 2006, the annual General Meeting of shareholders approved two capital increases with the following characteristics<br />

and disapplication of pre-emption rights:<br />

- Capital increase by a nominal value of 8.5 million euros, with issue and placement in circulation of 4,250,000 ordinary shares with<br />

a nominal value of 2 euros, of the same class and series as the existing shares, and a share premium of 11.5 euros per share. The<br />

new shares issued were subscribed for and paid up in full by Equity International Properties, Ltd., by means of a non-cash<br />

contribution of 1,162,439 shares of Latinoamericana de Gestión Hotelera, S.A. The capital increase was registered in the<br />

Companies Registry of Madrid on 25 May 2006.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 37


- Capital increase for a maximum nominal value of 17.54 million euros, with the issue and placement in circulation of up to<br />

8,770,130 ordinary shares with a nominal value of 2 euros, of the same class and series as the existing shares, and a share premium<br />

of 11 euros per share. The capital increase was approved for purposes of settling the tender offer made by the Parent Company<br />

by means of a stock swap over all of the 8,770,130 shares in the company Sotogrande, S.A. that it did not yet own.<br />

On 26 December 2006 the tender offer for Sotogrande, S.A. was closed, with the placement in circulation of 7,815,589 ordinary<br />

shares with a nominal value of 2 euros, and a share premium of 11 euros per share.<br />

As a result of the transactions described above, at 31 December 2006 the share capital of the Parent Company was represented<br />

by 131,598,487 bearer shares each with a nominal value of 2 euros and fully subscribed and paid in. All the shares have equal<br />

voting and financial rights and are listed on the Continuous Market in the Madrid Stock Exchange and included in the IBEX 35.<br />

As at the date these annual accounts were drawn up, an additional capital increase by a total value of 250 million euros has been<br />

fully subscribed and paid in, with the issue of 16,371,971 new ordinary shares with a nominal value of 2 euros and a share premium<br />

of 13.27 euros per share (see Note 28).<br />

According to the latest notifications the Parent Company has received and to the notifications made to the Spanish Securities<br />

Exchange Commission before the end of each year, the most significant shareholdings were as follows as at 31 December:<br />

2006 2005<br />

Grupo Inversor Hesperia, S.A. 22.19% 5.02%<br />

Caja de Ahorros y Monte de Piedad de Madrid 10.04% 5.00%<br />

Pontegadea Inversiones, S.L. 9.33% 10.27%<br />

Caja de Ahorros y Monte de Piedad de Gipuzkoa y San Sebastian 5.09% -<br />

Caja de Ahorros de Valencia, Castellón y Alicante 5.56% 6.12%<br />

Caja de Ahorros y Monte de Piedad de Zaragoza, Aragón y Rioja 4.54% 5.00%<br />

Finaf 92, S.A. - 5.24%<br />

<strong>Hoteles</strong> Participados, S.L. 5.04% 5.25%<br />

Shares used for Compensation Plans plus Management Team’s holding 3.32% 4.14%<br />

At the end of 2006 and 2005, the different members of the Board of Directors held or were the stable representatives of<br />

shareholdings representing approximately 30.97% and 33.02% of the share capital, respectively.<br />

The main objectives in the management of the <strong>NH</strong> <strong>Hoteles</strong> Group’s capital are to ensure short and long-term financial stability,<br />

positive performance of the <strong>NH</strong> <strong>Hoteles</strong>, S.A. shares and adequate funding of investments, while maintaining the level of<br />

indebtedness. All with the aim of having the <strong>NH</strong> <strong>Hoteles</strong> Group maintain its financial strength and financial ratios so as to support<br />

its businesses and maximise shareholder value.<br />

During 2006 the <strong>NH</strong> <strong>Hoteles</strong> Group strategy did not vary with respect to the previous year, maintaining a financial leverage of<br />

0.60x, far below the 1x ratio always proposed as the Group’s objective. The leverage ratios at 31 December 2006 and 2005 were<br />

as shown below:<br />

Euros 000s<br />

2006 2005<br />

Debts to credit institutions (*) (Note16) (886,633) (735,669)<br />

Liability derivatives (Note 19) (1,909) (4,983)<br />

Gross debt (888,542) (740,652)<br />

Asset derivatives (Note 19) 17,413 16,877<br />

<strong>Financial</strong> assets at maturity (Note 13.1) 207,586 26,621<br />

Traded financial assets (Note 13.2) 372 543<br />

Cash and bank and other cash equivalents (Note 14) 42,369 18,039<br />

Treasury assets 267,740 62,080<br />

Total Net Debt (620,802) (678,572)<br />

Total Net Equity 1,031,288 890,268<br />

<strong>Financial</strong> leverage 0.60 0.76<br />

(*) Short-term and long-term debt to credit institutions not including the debt formalisation expenses.<br />

38<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


15.2 Reserves of the Parent Company<br />

i) Legal reserve<br />

According to the consolidated text of the Spanish Public Limited Companies Act, 10% of the net profits of the year must be allocated<br />

to the Legal reserve until it reaches at least 20% of share capital. This reserve may be used to increase capital to the extent that its<br />

balance exceeds 10% of the capital already increased. Except for this purpose, and for so long as its balance does not exceed 20%<br />

of share capital, this reserve may only be used to offset losses if no other reserves are available sufficient for that purpose.<br />

ii) Share premium<br />

The consolidated text of the Public Limited Companies Act expressly permits use of the balance of this reserve for capital<br />

increases and does not establish any restrictions on its distribution.<br />

As indicated in Note 2.4.6. to the accompanying consolidated financial statements, during 2006 the Parent Company carried out<br />

two capital increases to acquire the equity stakes held by minority interests in Latinoamericana de Gestión Hotelera, S.A. and<br />

Sotogrande, S.A., by means of a swap for those holdings for shares in the Parent Company, with an aggregate increase in the<br />

value of the paid-in surplus there of 134.85 million euros.<br />

Given that the Parent Company controlled the aforesaid subsidiaries and consolidates them by the global integration method<br />

prior to the aforesaid capital increases, the difference between the value of the minority interests acquired and the subscription<br />

price of each of the increases, plus the expenses associated therewith, has been recorded in an aggregate of 76.83 million euros<br />

in the heading “Share premium” of the accompanying consolidated balance sheet at 31 December 2006.<br />

iii) Other reserves not available for distribution<br />

Until such time as start-up expenses and goodwill (not including goodwill on consolidation) recorded in the individual Annual<br />

Accounts of the companies that are included in the scope of consolidation of the <strong>NH</strong> <strong>Hoteles</strong> Group have been written off in full,<br />

no dividends may be distributed, unless the amount of reserves available for distribution is at least equal to the balances write-off.<br />

iv) Dividends<br />

The General Meeting of shareholders held on 5 May 2006 approved the distribution of a gross dividend against voluntary reserves<br />

of 0.26 euros per share, giving a total dividend payout of 31.08 million euros.<br />

15.3 Reserves of subsidiaries<br />

Shown below is the breakdown for each company of the balances of this account in the consolidated balance sheets -after taking<br />

into account the effect of the consolidation adjustments- and the exchange differences recognised in net equity as a result of the<br />

consolidation process:<br />

Euros 000s<br />

2006 2005<br />

Fully consolidated and consolidated Exchange Exchange<br />

using the proportional method Reserves differences Reserves differences<br />

<strong>NH</strong> Participaties, N.V. and subsidiaries 196,957 (84) 167,185 152<br />

Sotogrande, S.A. and subsidiaries 72,027 - 54,136 -<br />

Latinoamericana de Gestión Hotelera, S.A. and subsidiaries (6,902) (3,412) 3,460 17,553<br />

<strong>NH</strong> Private Equity, B.V. and subsidiaries 80 - 72 -<br />

<strong>NH</strong> Central Europe GmbH & Co.KG. and subsidiaries (60,939) (21) (101,164) (46)<br />

<strong>NH</strong> Italia, S.r.l. and subsidiaries (2,869) - (1,216) -<br />

Other Spanish hotel companies 37,188 (387) 28,312 162<br />

Subtotal 235,542 (3,904) 150,785 17,821<br />

<strong>Consolidated</strong> using the equity method<br />

Jolly, S.p.a. 8,463 - 9,073 -<br />

Palacio de la Merced, S.A. (456) - (418) -<br />

Fonfir, S.L. (4) - (4) -<br />

Harrington Hall Hotel, Ltd. (379) - - -<br />

Corporación Hotelera Dominicana, S.A. - (1,771) - -<br />

Corporación Hotelera Oriental, S.A. - (224) - -<br />

Subtotal 7,624 (1,995) 8,651 -<br />

TOTAL 243,166 (5,899) 159,436 17,821<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 39


15.4 Equity valuation adjustments<br />

Cash flow hedges<br />

This caption on the consolidated balance sheet records the net amount of the changes in value of the financial derivatives<br />

designated as cash-flow hedging instruments (see note 4.6.3).<br />

Set out below is the movement in the balance of this caption during 2006 and 2005:<br />

Euros 000s<br />

2006 2005<br />

Opening balance 4,772 -<br />

First application of IAS 32 and 39 - 3,492<br />

Additions 3,306 7,118<br />

Retirements (5,978) (5,838)<br />

Closing balance 2,100 4,772<br />

The reserve for equity valuation adjustments will expire in full over the course of 2007 and 2008 depending on how the rights of<br />

the Compensation Plan based on share price are exercised (see Note 24).<br />

15.5 Own shares<br />

During 2006, the Group has carried out several operations to purchase 616,862 shares (2,203,349 shares in 2005) and sell 411,219<br />

shares (2,228,349 shares in 2005) of its own shares, within the limits stipulated by law and has made the required notifications to<br />

the Spanish Securities Exchange Commission and the Governing Corporations of the Stock Exchanges.<br />

At the year end, the Group held 230,543 shares in <strong>NH</strong> <strong>Hoteles</strong>, S.A. (25,000 at the end of 2005), representing 0.18% of its share<br />

capital, at a cost of 3,504 thousand euros.<br />

15.6 Minority interests<br />

Set out below is the breakdown by company of the balance of the heading “Minority Interests” on the consolidated balance<br />

sheets as at 31 December 2006 and 2005 and the participation of outside shareholders in the income statement for 2006<br />

and 2005:<br />

Euros 000s<br />

2006 2005<br />

Profit (loss)<br />

Profit (loss)<br />

Minority attributed to Minority attributed to<br />

Company interests minority interests interests minority interests<br />

Latinoamericana de Gestión Hotelera, S.A. and subsidiaries 12,745 130 63,729 2,128<br />

Sotogrande, S.A. and subsidiaries 11,893 179 37,970 6,818<br />

<strong>NH</strong> Participaties N.V. and subsidiaries 4,147 696 4,030 362<br />

<strong>NH</strong> Italia, S.p.a. and subsidiaries 136,756 (2,996) 130 (1,332)<br />

Other Spanish hotel companies 11,137 1,093 13,823 194<br />

176,678 (898) 119,682 8,170<br />

40<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


Shown below is a summary of the movement in this caption during 2005 and 2006:<br />

Euros 000s<br />

2006 2005<br />

Opening balance 119,682 137,266<br />

Profit (loss) for the year attributed to minority int. (898) 8,170<br />

Changes in the scope of consolidation 142,517 2,643<br />

Change in percentage holdings (82,326) (31,704)<br />

Dividends paid to minority interests (2,042) (2,637)<br />

Differences on exchange (255) 6,193<br />

Other movements - (249)<br />

Closing balance 176,678 119,682<br />

The line “Changes in the scope of consolidation” records in 2006 and 2005 the balances of certain companies which were<br />

included for the first time in the scope of consolidation of the Group in those years (see Note 2.4.6) and the incorporation of<br />

Banca Intesa (today Banca Intesa Sanpaolo, S.p.a.) in the share capital of <strong>NH</strong> Italia, S.r.l. by means of a cash contribution of 133.74<br />

million euros.<br />

The line “Change in percentage holdings” basically records, in 2006, the purchase of 35.63% of the share capital of<br />

Latinoamericana de Gestión Hotelera, S.A. and of 18.66% of Sotogrande, S.A., and in 2005, the purchase of 38% of the share<br />

capital of Nacional Hispana de <strong>Hoteles</strong>, S.R.L. de C.V. (see Note 2.4.6).<br />

16 DEBTS TO CREDIT INSTITUTIONS<br />

Set out below is the composition of debts to credit institutions as at 31 December 2006 and 2005 (in thousands of euros):<br />

Maturity date<br />

Limit Available Drawn 2006 2007 2008 2009 2010 Rest<br />

Mortgage loans 109,338 - 109,338 - 16,930 27,337 6,386 11,276 47,409<br />

Fixed rate 35,907 - 35,907 - 2,983 21,378 921 4,527 6,098<br />

Floating rate 73,431 - 73,431 - 13,947 5,959 5,465 6,749 41,311<br />

Unsecured loans 599,184 - 599,184 - 260,326 105,837 113,898 109,242 9,881<br />

Fixed rate 970 - 970 - 456 344 170 - -<br />

Floating rate 598,214 - 598,214 - 259,870 105,493 113,728 109,242 9,881<br />

Subordinated loans 40,000 - 40,000 - - - - - 40,000<br />

Credit lines 339,158 206,778 132,380 - 67,948 32,746 11,384 20,302 -<br />

Floating rate 339,158 206,778 132,380 - 67,948 32,746 11,384 20,302 -<br />

Interest debt 5,731 - 5,731 - - - -<br />

Debt formalization expenses (7,300) (1,179) (1,132) (1,132) (1,132) (2,725)<br />

Debt situation at 31.12.06 1,087,680 206,778 879,333 - 349,756 164,788 130,536 139,688 94,565<br />

Debt situation at 31.12.2005<br />

(net of formalization expenses) 776,957 44,401 729,700 136,829 248,603 117,452 95,255 92,873 38,688<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 41


Shown below is the breakdown of the mortgage loans, be they syndicated or not (in thousands of euros):<br />

Net book value of<br />

Bank Mortgaged asset Fixed rate Floating rate Total the mortgaged asset<br />

Spain<br />

La Caixa <strong>NH</strong> Ciutat de Reus - 213 213 2,279<br />

BBVA <strong>NH</strong> Málaga - 3,245 3,245 9,540<br />

BBVA <strong>NH</strong> Calderón - 6,283 6,283 29,120<br />

SCH <strong>NH</strong> Calderón - 8,196 8,196 -<br />

Caja Madrid Commercial premises Hotel <strong>NH</strong> Eurobuilding - 83 83 1,016<br />

BBVA <strong>NH</strong> Lagasca - 14,400 14,400 17,439<br />

Banco Popular <strong>NH</strong> Ppe. de la Paz - 7,786 7,786 9,869<br />

SCH <strong>NH</strong> Alcalá 6,010 - 6,010 12,441<br />

Banco Popular <strong>NH</strong> Sotogrande - 9,000 9,000 12,793<br />

Bankinter "Las cimas 2 de Sotogrande" development - 4,391 4,391 7,078<br />

Total Spain 6,010 53,597 59,607 101,575<br />

Uruguay<br />

Bco. de la República <strong>NH</strong> Columbia - 397 397 11,134<br />

Total Uruguay - 397 397 11,134<br />

Mexico<br />

Caixanova Santa Fe Project - 6,232 6,232 11,875<br />

Total Mexico - 6,232 6,232 11,875<br />

Netherlands<br />

NIB <strong>NH</strong> Gran Krasnapolsky 22,522 - 22,522 80,439<br />

Friesland <strong>NH</strong> Groningen - 3,480 3,480 5,707<br />

ABN <strong>NH</strong> Jan Tabak 289 - 289 8,341<br />

Total Netherlands 22,811 3,480 26,291 94,487<br />

Italy<br />

Efibanca Donnafugata - 4,400 4,400 1,800<br />

Unicredit Villa de San Mauro - 4,500 4,500 7,500<br />

Banca Popolare San't Angelo Hotel Quattro Canti Project - 825 825 1,700<br />

Total Italy - 9,725 9,725 11,000<br />

Switzerland<br />

Banco Cantonale <strong>NH</strong> Fribourg 7,086 - 7,086 6,991<br />

Total Switzerland 7,086 - 7,086 6,991<br />

Total 35,907 73,431 109,338 237,062<br />

The line “Unsecured loans, floating rate” includes the following loans:<br />

- A syndicated loan granted to <strong>NH</strong> <strong>Hoteles</strong>, S.A. by 25 European banks, on 23 June 2004 for 350 million euros. As at 31 December<br />

2006 the outstanding balance of this loan amounted to 311.5 million euros.<br />

The loan falls due on 23 June 2010 and pays annual interest at the one-month Euribor plus a margin that varies between 1.1%<br />

and 0.60 % depending on the “Net financial debt/EBITDA” ratio. The loan is to be repaid in five instalments, the first of which<br />

took place in July 2006 for an amount of 38.5 million euros, being the following in July 2007 for an amount of 77.9 million euros<br />

and the last three instalments for equivalent amounts in the following anniversaries.<br />

This loan requires that certain financial ratios be complied with. As at 31 December 2006, none of these are in a position that can<br />

trigger acceleration of the loan’s maturity by the lenders.<br />

- A syndicated loan through Banco Bilbao Vizcaya Argentaria granted to <strong>NH</strong> <strong>Hoteles</strong>, S.A. for a maximum of 42.07 million euros,<br />

to be used to finance the acquisition, via a public tender offer, of shares in Promociones Eurobuilding, S.A. (company taken over<br />

by <strong>NH</strong> <strong>Hoteles</strong>, S.A. in 2002). As at 31 December 2006, there were 26 million euros still outstanding. The interest on this loan is<br />

charged at a rate equal to the Euribor plus a margin and the loan will be repaid gradually starting in 2001 and ending in 2011.<br />

42<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


- A loan granted through a “Club Deal” between the banks Banco Bilbao Vizcaya Argentaria, Caja Madrid and Barclays Bank, for<br />

114 million euros, for the purpose of funding the capital increase in <strong>NH</strong> Italia, S.r.l. (see Note 13.1). This loan accrued interest at<br />

a rate equal to the Euribor plus a margin and will be repaid in full in July 2007.<br />

- An 18 million euro loan with maturity date in July 2007, the same as the loan described in the preceding paragraph. It was<br />

granted for the purpose of financing the repayment of the mortgage loans of Nacional Hispana de <strong>Hoteles</strong>, S.r.l. de C.V. and<br />

subsidiaries. The loan accrues interest at a rate equal to the Euribor plus a margin.<br />

- A 40 million dollar loan granted by Caja Madrid to fund the operations currently being carried out in the Caribbean region. It<br />

accrues interest at a rate equal to the Libor plus a margin, will begin to be repaid in May 2008 and be repaid in full by May 2010.<br />

- A loan to the company <strong>NH</strong> Hotel Rallye, S.A. of 40 million dollars granted by Banco Bilbao Vizcaya Argentaria to fund the<br />

Group’s foreign investments. It was granted in January 2006 and matures on November 2009. The loan accrues interest at a rate<br />

equal to the Libor plus a margin.<br />

In addition, the line “Subordinated loans”, includes a loan of 40 million euros that was completely drawn down at 31 December<br />

2006. This loan accrues interest at a rate equal to the Euribor plus a margin of 1.70%, has a term of 30 years and is to be repaid<br />

in a single payment at maturity.<br />

Set out below are the average interest rates of financing of the Group during 2006 and 2005:<br />

2006 2005<br />

Mortgage loans<br />

Fixed rate 4.80% 5.09%<br />

Floating rate Euribor +1.10 Euribor +1.18<br />

Unsecured loans<br />

Fixed rate 5.19% 5.19%<br />

Floating rate Euribor +0.88 Euribor +0.74<br />

Floating rate subordinated loan Euribor +1.70 -<br />

Credit lines Euribor +0.33 Euribor +0.26<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 43


17 CREDITORS UNDER FINANCE LEASES<br />

Shown below is the breakdown of the finance leases of the <strong>NH</strong> <strong>Hoteles</strong> Group as at 31 December 2006 and 2005:<br />

Euros 000s<br />

Present value of the<br />

Nominal value of the<br />

lease instalments<br />

lease instalments<br />

2006 2005 2006 2005<br />

Amounts payable under capital leases<br />

Facilities Inmobiliaria Sotogrande<br />

Less than one year 14 - 16 -<br />

Between two and five years 37 - 39 -<br />

Furniture Hotel Príncipe de la Paz<br />

Less than one year 197 360 200 373<br />

Between two and five years 22 216 22 219<br />

Facilities Hotel Almenara<br />

Less than one year 40 39 42 42<br />

Between two and five years 63 100 64 103<br />

Balance falling due in less than 12 months<br />

(included in current liabilities) 251 399 258 415<br />

Balance falling due after more than 12 months<br />

(included in long-term liabilities) 122 316 125 322<br />

373 715 383 737<br />

Less: future interest expense<br />

Facilities Inmobiliaria Sotogrande N/A N/A (3) -<br />

Furniture Hotel Príncipe de la Paz N/A N/A (3) (16)<br />

Facilities Hotel Almenara N/A N/A (4) (6)<br />

Present value of obligations under leases 373 715 373 715<br />

During the year ended on 31 December 2006, the average effective interest rate for the debt was 4.70% (6.24% in 2005). The<br />

interest rates were set on the date of the contract. The leases are paid on a fixed basis and no agreement has been made for the<br />

contingent rent payments. All lease obligations are nominated in euros.<br />

The fair value of the Group's lease obligations is close to their book value.<br />

44<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


18 OTHER LONG-TERM LIABILITIES<br />

Shown below is the breakdown of “Other long-term liabilities” of the accompanying consolidated balance sheets as at 31<br />

December 2006 and 2005 (in thousands of euros):<br />

Euros 000s<br />

2006 2005<br />

Call and put options for the Jolly <strong>Hotels</strong> operation (Note 10.1) 277,405 -<br />

Preference shares issued by subsidiaries 28,818 28,122<br />

Capital grant 14,643 3,446<br />

Right of beneficial use Hotel Plaza de Armas (Note 7.1) 10,465 11,960<br />

Residencial Marlin, S.L. (Note 10.1) 9,000 9,000<br />

Los Alcornoques de Sotogrande, S.L. (Note 10.1) 1,400 -<br />

<strong>Financial</strong> instruments (Note 10.2.2) 1,282 4,089<br />

Purchase minority interest Astron (*) - 15,000<br />

Other liabilities 3,143 9,718<br />

346,156 81,335<br />

(*) Purchase minority interests in <strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH<br />

The line “Call and put options for Jolly <strong>Hotels</strong> operation” records the liability in respect of a series of contracts providing<br />

purchase options for the benefit of <strong>NH</strong> Italia, S.r.l. and sale options for the benefit of Joker Partecipazioni, S.r.l. and Banca Intesa,<br />

S.p.a. (today Banca Intesa Sanpaolo, S.p.a.), which were signed within the framework of the operation to acquire control of Jolly<br />

<strong>Hotels</strong>, S.p.a. on 29 November 2006, for the purpose of arranging the gradual transfer to the <strong>NH</strong> <strong>Hoteles</strong> Group of the stakes<br />

held by the aforesaid companies at that date in Jolly <strong>Hotels</strong>, S.p.a. and which would give the Group control of 74.47% of the share<br />

capital of Jolly <strong>Hotels</strong>, S.p.a. (see Note 10.1).<br />

The line “Preference shares issued by subsidiary companies” records the preference shares issued by <strong>NH</strong> Participaties NV.<br />

outstanding as at 31 December 2006 and 2005 which have, by their nature, been classified as a financial liability. These preference<br />

shares earn interest at a fixed annual rate of 5.55% and mature on 1 January 2008.<br />

The line “Capital grants” basically records, as at 31 December 2006, a total of 14.64 million euros for the grants received to build<br />

the hotels and golf courses of the subsidiary Sotogrande, S.A. in the amount of 3.2 million euros (3.45 million euros as at 31<br />

December 2005), and the capital grants received for the Donnafugata, Baglio Oneto and Parco Degli Aragonesi projects in<br />

progress (6.2 million euros, 2.3 million euros and 2.9 million euros, respectively).<br />

The amount recorded in the line “Residencial Marlin, S.L.” represents 50% of the participating loan granted to that company by<br />

the minority shareholder of Sotogrande, S.A., which has a 50% holding in said company. This participating loan matures in July<br />

2007 (see Note 10.1).<br />

The amount recorded in the line “Los Alcornoques de Sotogrande, S.L.” is for 50% of the participating loan granted to that<br />

company by the minority shareholder of Sotogrande, S.A., which has a 50% holding in said company. This participating loan<br />

matures in 2009 (see Note 10.1).<br />

In 2005 the <strong>NH</strong> <strong>Hoteles</strong> Group acquired the remaining 20% of <strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH,<br />

for 45 million euros. At 31 December 2006 the pending payment amount, falling due in 2007, was 15 million euros, which are<br />

classified as short-term in the heading “Other current liabilities” (see Note 24). As at 31 December 2005, 30 million euros were<br />

still outstanding, 15 million of which were recorded as short-term in the caption “Other current liabilities”.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 45


19 FINANCIAL DERIVATIVES<br />

Shown below is the breakdown of financial derivatives on the consolidated balance sheet as at 31 December 2006 and 2005:<br />

Euros 000s<br />

Amount at 31.12.06 Amount at 31.12.05<br />

<strong>Financial</strong> <strong>Financial</strong> <strong>Financial</strong> <strong>Financial</strong><br />

Type of derivative asset liability asset liability<br />

Interest rate derivatives (Note 10.2) 1,189 1,486 4,089 4,983<br />

Currency derivatives 130 423 - -<br />

Compensation Plan based on share price (Note 10.2) 16,094 - 12,788 -<br />

Total 17,413 1,909 16,877 4,983<br />

Interest rate derivatives<br />

As at 31 December 2006, the <strong>NH</strong> <strong>Hoteles</strong> Group had a number of interest rate derivative contracts which has not been qualified<br />

as hedges.<br />

Shown below are the main operations contracted and under way as at 31 December 2006 in relation to a serious of derivatives<br />

that originally guaranteed a syndicated loan cancelled in 2004:<br />

Amount<br />

Interest rate derivatives Contracted Notional<br />

at 31.12.2006 Rate (*) (Euros) Currency Maturity (Euros)<br />

Interest rate swaps Fixed to floating 42,282,545 EUR 15/07/2008 27,677,486<br />

Interest rate swaps Fixed to floating 6,166,207 EUR 15/07/2008 4,036,306<br />

Interest rate swaps Fixed to floating 10,890,725 EUR 01/06/2007 5,989,899<br />

Interest rate swaps Floating to fixed 52,275,481 EUR 15/07/2008 26,908,798<br />

Interest rate swaps Floating to fixed 7,497,794 EUR 15/07/2008 3,924,206<br />

Interest rate swaps Floating to fixed 44,243,299 EUR 15/07/2008 20,319,792<br />

Interest rate swaps Floating to fixed 10,890,725 EUR 01/06/2007 5,445,362<br />

Interest rate swaps Fixed to floating 38,777,952 EUR 15/07/2008 25,797,752<br />

Interest rate collar Floating to fixed 38,591,149 EUR 15/07/2008 37,645,153<br />

Shown below are the main operations contracted and under way as at 31 December 2005:<br />

Amount<br />

Interest rate derivatives Contracted Notional<br />

at 31.12.2005 Rate (*) (Euros) Currency Maturity (Euros)<br />

Interest rate swaps Fixed to floating 42,282,545 EUR 15/07/2008 30,752,235<br />

Interest rate swaps Fixed to floating 6,166,207 EUR 15/07/2008 4,484,706<br />

Interest rate swaps Fixed to floating 30,189,090 EUR 17/07/2006 22,380,440<br />

Interest rate swaps Fixed to floating 26,801,394 EUR 17/07/2006 26,801,394<br />

Interest rate swaps Fixed to floating 10,890,725 EUR 01/06/2007 7,078,971<br />

Interest rate swaps Floating to fixed 52,275,481 EUR 15/07/2008 29,983,547<br />

Interest rate swaps Floating to fixed 7,497,794 EUR 15/07/2008 4,372,206<br />

Interest rate swaps Floating to fixed 34,874,280 EUR 17/07/2006 21,859,863<br />

Interest rate swaps Floating to fixed 44,243,299 EUR 15/07/2008 27,847,253<br />

Interest rate swaps Floating to fixed 26,801,394 EUR 15/07/2006 19,569,271<br />

Interest rate swaps Floating to fixed 10,890,725 EUR 01/06/2007 6,534,435<br />

Interest rate swaps Fixed to floating 38,777,952 EUR 15/07/2008 28,530,426<br />

Interest rate collar Floating to fixed 38,591,149 EUR 15/07/2008 38,591,149<br />

(*) The 3-month EURIBOR or LIBOR is used, with no margin<br />

46<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


- <strong>NH</strong> <strong>Hoteles</strong>, S.A. has contracted a financial derivative (collar with barriers) for 10 million euros whereby the Company at all times<br />

receives the 1-month Euribor. This instrument has a settlement date of 18 March 2008.<br />

With this hedge, if rates fall below 2.60% the Company would be obliged to pay 3.95%. If the rates hold at between 2.60% and<br />

4.20%, the Company would be at the market rate. If the rates move to between 4.20% and 4.70%, the Company would pay 4.20%.<br />

If the rates rise above 4.70%, the Company would be at the market rate.<br />

- <strong>NH</strong> <strong>Hoteles</strong>, S.A. has contracted a derivative for 5 million euros, whereby the Company at all times receives the 1-month Euribor.<br />

This instrument has settlement date of 16 December 2008.<br />

With this structure the Group is covered provided the 1-month Euribor is below the barriers. Otherwise it would be hedged at<br />

the 12-month Euribor minus 0.15%. The benchmark barriers of 1-month Euribor for this contract are shown below:<br />

Barriers 1-month Euribor<br />

Fixed rate payable<br />

2.35% 3.35%<br />

3.00% 3.50%<br />

3.15% 3.60%<br />

The changes in the fair value of these interest rate derivatives during 2006 amounted to 0.14 million euros (0.51 million euros in 2005).<br />

Currency derivatives<br />

The currency derivatives in force at 31 December 2006 have not been qualified as hedging instruments.<br />

Of bank loans:<br />

Currency derivatives at 31.12.2006 Nominal Contracted Currency Maturity<br />

Currency insurance 13,300,000 USD 22/05/2009<br />

Currency insurance 3,000,000 USD 20/05/2009<br />

Currency insurance 5,000,000 USD 22/05/2009<br />

Currency insurance 5,000,000 USD 22/05/2009<br />

Of financial investments<br />

These financial instruments were contracted to hedge the possible fluctuations in the US$/euro exchange rate with respect to the<br />

payments relating to the investment in Desarrollos Isla Blanca, S.L. (see Note 24).<br />

Type Currency Nominal Maturity<br />

Currency insurance USD 6,000,000 16/01/2007<br />

Currency insurance USD 5,000,000 12/01/2007<br />

Put option with barrier USD 5,000,000 12/01/2007<br />

Forward extra USD 5,000,000 12/01/2007<br />

The changes in the fair value of these currency derivatives during 2006 amounted to 0.29 million euros.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 47


20 PROVISIONS FOR LIABILITIES AND CHARGES<br />

Shown below is the breakdown of the “Provisions for liabilities and charges” as at 31 December 2006 and 2005, together with the<br />

main movements recorded during said years (in thousands of euros):<br />

Euros 000s<br />

First<br />

Balance at Application Applications Balance at<br />

31/12/2004 IAS 32 & 39 Allocations (Reductions) Transfers 31/12/2005<br />

Provisions for long-term liabilities and charges:<br />

Onerous contracts 23,990 - - - (4,768) 19,222<br />

Provisions for pensions and similar obligations 10,637 - 1,692 - - 12,329<br />

Provision for Compensation Plan<br />

based on share price (Note 10.2.2) 2,397 2,178 5,838 (2,397) - 8,016<br />

Other claims 7,672 - 720 (2,461) (2,499) 3,432<br />

44,696 2,178 8,250 (4,858) (7,267) 42,999<br />

Provisions for current liabilities and charges:<br />

Onerous contracts 5,101 - - (5,101) 4,768 4,768<br />

Provision for contingencies 28,310 - - (28,310) - -<br />

Restructuring plans 3,800 - - (3,800) - -<br />

Other claims 3,041 - 158 (2,574) 2,499 3,124<br />

40,252 - 158 (39,785) 7,267 7,892<br />

Total 84,948 2,178 8,408 (44,643) - 50,891<br />

Euros 000s<br />

Balance at Additions Applications Balance at<br />

31/12/2005 to scope Allocations (Reductions) Transfers 31/12/2006<br />

Provisions for long-term liabilities and charges:<br />

Onerous contracts 19,222 - - - (2,166) 17,056<br />

Provisions for pensions and similar obligations 12,329 276 811 (658) - 12,758<br />

Provision for Compensation Plan<br />

based on share price (Nota10.2.2) 8,016 - 5,977 (200) - 13,793<br />

Other claims 3,432 - 3,244 (3) - 6,673<br />

42,999 276 10,032 (861) (2,166) 50,280<br />

Provisions for current liabilities and charges:<br />

Onerous contracts 4,768 - - (4,060) 2,166 2,874<br />

Other claims 3,124 - - (346) - 2,778<br />

7,892 - - (4,406) 2,166 5,652<br />

Total 50,891 276 10,032 (5,267) - 55,932<br />

Onerous contracts<br />

The <strong>NH</strong> <strong>Hoteles</strong> Group has classified as onerous a series of contracts of hotels operated under leases scheduled to expire<br />

between 2007 and 2028. The management of these hotels if being positive at gross operating profit (G.O.P.) is loss-making at<br />

net operating profit (ebitda) and cancellation of these contracts would imply full payment of the rent for the years pending<br />

under the lease.<br />

Provisions for pensions and similar obligations<br />

The account “Provision for pensions and similar obligations” includes, mainly, the provision set up by the Group to cover the<br />

pension plans arranged with its staff, for an amount of 10,482 thousand euros (9,264 thousand euros as at 31 December 2005).<br />

48<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


The method used to calculate the value of the obligations relating to this pension plan was the projected credit unit method.<br />

Set out below are the main assumptions used when calculating the actuarial liability:<br />

2006 2005<br />

Discount rates 4.00% 4.50%<br />

Forecast annual rate of wage increases 2.50% 2.50%<br />

Forecast return on the assets earmarked for the plan 3.75% 4.25%<br />

21 TAX MATTERS<br />

Shown below is the composition of the tax accounts receivable as at 31 December 2006 and 2005:<br />

Euros 000s<br />

2006 2005<br />

Deferred tax assets<br />

Tax credits 1,707 3,916<br />

Tax assets on asset impairment 13,367 16,008<br />

Staff-related advance taxes 3,273 3,501<br />

Other deferred tax assets 16,292 12,443<br />

Total 34,639 35,868<br />

Short-term tax receivables<br />

Corporation Tax 424 5,479<br />

Value Added Tax 8,494 4,352<br />

Withholdings and payments on account 5,896 1,466<br />

Tax on Presumed Profits 1,378 1,356<br />

Other receivables from tax authorities 2 874<br />

Total 16,194 13,527<br />

The “Deferred tax assets” caption records, mainly, the capitalisation of tax loss carryforwards, as well as the advance taxes arising<br />

as a result of impairment in the value of certain assets.<br />

Shown below is the movement recorded in 2006 in the caption of deferred tax assets:<br />

Euros 000s<br />

Opening balance 35,868<br />

Capitalization of tax credits 163<br />

Additions due to inclusions in scope of consolidation 242<br />

Other additions 1,444<br />

Cancellation of tax credits (2,931)<br />

Application of tax losses carryforwards (147)<br />

Closing balance 34,639<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 49


Shown below is the composition of breakdown of the tax accounts payable as at 31 December 2006 and 2005:<br />

Euros 000s<br />

2006 2005<br />

Deferred tax liabilities<br />

Revaluations of assets 98,775 123,211<br />

<strong>Financial</strong> derivatives 350 1,227<br />

Total 99,125 124,438<br />

Short-term tax payables<br />

Corporation Tax 7,883 7,217<br />

Value Added Tax 4,971 7,057<br />

Personal Income Tax 5,156 5,760<br />

Tax on Income from Capital 293 504<br />

Social Security 5,759 4,782<br />

Other taxes 2,487 1,467<br />

Total 26,549 26,787<br />

The balance of “Deferred tax liabilities” mainly records the restatement of certain assets in the Group made chiefly as part of the<br />

changeover to IFRS.<br />

Shown below is the movement recorded in the caption of deferred taxes during 2006:<br />

Euros 000s<br />

Opening balance 124,438<br />

Application for reinvestment (3,286)<br />

Cancellation for exclusions from scope of consolidation (3,021)<br />

Other cancellations (19,006)<br />

Closing balance 99,125<br />

Corporation Tax expense<br />

The companies that make up the <strong>NH</strong> <strong>Hoteles</strong> Group are grouped together geographically and file their tax returns in accordance<br />

with the law in force in the relevant countries.<br />

Corporation tax is calculated on the basis of the accounting or book profit obtained in accordance with general accepted<br />

accounting principles accepted in each country, which is not necessarily the same as the figure for taxable income used as the<br />

tax assessment base.<br />

Shown is the reconciliation between book income and taxable income for purposes of the corporation tax (in thousands of euros):<br />

Book income (after taxes and before minority interests) 61,550<br />

Corporation tax 25,395<br />

Book income (before taxes and minority interests) 86,945<br />

Permanent differences (7,170)<br />

Timing differences 4,054<br />

Consolidation adjustments 16,516<br />

Previous taxable income 100,345<br />

Setoff of tax loss carryforwards (421)<br />

Tax base 99,924<br />

The various foreign subsidiaries calculate corporation tax expense according to the laws and tax rates prevailing in each country.<br />

50<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


Parent Company <strong>Consolidated</strong> Tax Group-<br />

<strong>NH</strong> <strong>Hoteles</strong>, S.A. consolidates for tax purposes with all the companies that are tax residents in Spain in which it has held a direct<br />

or indirect holding during the tax period of at least 75%, in accordance with the rules laid down in Chapter VII of Title VII of the<br />

current Corporation Tax Act, as approved by Legislative Royal Decree 4/2004.<br />

The accounts payable or receivable generated in this respect are settled by <strong>NH</strong> <strong>Hoteles</strong>, S.A., the Parent Company of the Group.<br />

Years open to tax inspection<br />

As at 31 December 2006, as a general rule the main taxes applying to the consolidated companies for the last four years are open<br />

to inspection by the competent tax authorities.<br />

For the years open to inspection there may be contingent liabilities that cannot be objectively quantified. In the opinion of Group<br />

management, such liabilities are not significant.<br />

Deductions applied to the Parent Company <strong>Consolidated</strong> Tax Group -<br />

The deductions applied correspond fundamentally to the deduction for investing in export business.<br />

When calculating corporation tax, no amount has been deducted for investing in measures aimed at reducing environmental impact.<br />

As at 31 December 2006, the Tax Group had the following tax incentives pending of application:<br />

Year of origin Deduction pending of application Amount<br />

2001 Investment in export business 45,682<br />

2001 to 2005 Others 93<br />

45,775<br />

Also, the Parent Company <strong>Consolidated</strong> Tax Group made use, in the past, of the “Deferral for reinvesting extraordinary<br />

profits”. Set out below are the main features of this reinvestment (in thousands of euros):<br />

Amounts setoff<br />

Year Income qualifying Previous Year Amount Last year of<br />

of origin for deferral years 2006 pending deferral<br />

1997 9,399 6,714 1,343 1,343 2007<br />

1998 1,625 929 232 464 2008<br />

1999 75,145 21,840 6,547 46,758 2049<br />

2000 3,737 1,068 534 2,136 2010<br />

2001 4,335 619 619 3,097 2011<br />

The reinvestment of all this income was done in diverse financial holdings, except for the one that appeared in 1999 which was<br />

reinvested in acquiring properties.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 51


Set out below is a descriptive breakdown of the income for the year and for prior years qualifying for the deduction for<br />

reinvestment of extraordinary profits, in accordance with the terms of article 42 of the current Corporation Tax Act (in<br />

thousands of euros):<br />

Date of Income Deduction Company generating Company that<br />

Year transfer qualifying Applied Pending the capital gain reinvests<br />

2002 February 25,738 4,375 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />

2002 February 3,282 558 - <strong>NH</strong> Pamplona, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />

2002 April 8 - 1 Sotogrande, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />

2002 December 1,087 185 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />

2003 May 3,085 617 - <strong>NH</strong> Establecimientos Hoteleros, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />

2003 September 3,037 607 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />

2004 March 365 73 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />

2005 May 700 140 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />

2005 May 19 4 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />

2006 January 735 147 - Sotogrande, S.A. Sotogrande, S.A.<br />

2006 December 3,480 696 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. Sotogrande, S.A.<br />

2006 December 3,100 620 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. Sotogrande, S.A.<br />

The capital gains generated in 2002 and 2003 were reinvested in the purchase of 80% of the Astron Group (today <strong>NH</strong> <strong>Hoteles</strong><br />

Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria GmbH) made in November 2002. The obligation to hold the investment for three<br />

years finished in November 2005.<br />

The reinvestment of 2004 and 2005 capital gains was made in the purchase of 38% of Nacional Hispana de <strong>Hoteles</strong> S.r.l. de<br />

C.V. (a group of mexican hotel companies) made in January 2005. The obligation to hold the investment for three years will be<br />

finished in January 2008.<br />

The capital gains of 2006 were reinvested in the July 2006 purchase of 50% of the company Desarrollos Isla Blanca, S.L. for<br />

19.53 million euros. The obligation to hold the investment for three years will be finished in July 2009.<br />

Tax loss carryforwards and deductions pending<br />

As at 31 December 2006, the Parent Company <strong>Consolidated</strong> Tax Group carried no tax loss carryforwards pending application.<br />

In the Parent Company <strong>Consolidated</strong> Tax Group, the companies Retail Invest, S.A., Hotelera Onubense, S.A. and<br />

Latinoamericana de Gestión Hotelera, S.A., record the following tax loss carryforwards previous to their incorporation in the<br />

Tax Group, which may only be setoff against profits made by the same companies (in thousands of euros):<br />

Year of origin Amount Carryforward limit<br />

1994 160 2009<br />

1995 3,402 2010<br />

1996 4,009 2011<br />

1997 11,636 2012<br />

1998 4,316 2013<br />

1999 55 2014<br />

2000 5,829 2015<br />

2001 36,094 2016<br />

2002 40,840 2017<br />

2003 25,330 2018<br />

2004 7,316 2019<br />

2005 17 2020<br />

139,003<br />

52<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


22 TRADE CREDITORS<br />

Shown below is the breakdown of this caption on the consolidated balance sheet as at 31 December 2006 and 2005 (in<br />

thousands of euros):<br />

Euros 000s<br />

2006 2005<br />

Trade creditors 194,114 141,460<br />

Customer advances 24,829 27,934<br />

218,943 169,394<br />

The caption “Trade creditors” records the accounts payable as a result of the Group's normal trading activities.<br />

The line “Customer advances” mainly records advance payments made by customers of Sotogrande, S.A. in the amount of<br />

16.35 million euros (20.21 million euros as at 31 December 2005).<br />

23 OTHER CURRENT LIABILITIES<br />

Shown below is the composition of this caption as at 31 December 2006 and 2005 (in thousands of euros):<br />

Euros 000s<br />

2006 2005<br />

Accrued employee compensation payable 16,522 10,772<br />

Purchase minority interest Astron (see Note 18) 15,000 15,000<br />

Desarrollos Isla Blanca, S.L. 15,620 -<br />

Cap Cana, S.A. - 24,900<br />

Sundry creditors 10,237 17,352<br />

57,379 68,024<br />

(*)Purchase of minority interests in <strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH<br />

The line “Desarrollos Isla Blanca, S.L.” records the equivalent euro value of the 20 million United States dollars pending payment<br />

at 31 December 2006 in respect of the investment made by Sotogrande, S.A. in the company Desarrollos Isla Blanca, S.L.<br />

The caption “Cap Cana, S.A.” records the amount payable to this company as a result of its participation in the investment<br />

project that was undertaken by the <strong>NH</strong> <strong>Hoteles</strong> Group in the Dominican Republic during 2005. The balance of this caption was<br />

settled in full in January 2006.<br />

24 GUARANTEES GIVEN TO THIRD PARTIES AND CONTINGENT LIABILITIES<br />

The Group has been granted guarantees by financial institutions totalling 8.45 million euros (9.52 million euros as at 31 December<br />

2005) which, in general, secure the performance of certain obligations entered into by the consolidated companies in the course<br />

of their business activities.<br />

As at 31 December 2006, the Group had contracted insurance policies to cover against risks for damage to tangible fixed assets,<br />

loss of profit and civil liability. The insured sums sufficiently cover said assets and risks.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 53


Commitments with regard to the Compensation Plan based on share price<br />

- As at 31 December 2006 the Group, after approval by the Parent Company's General Meeting of shareholders, has granted its<br />

employees a Compensation Plan based on the trading price of the shares, as summarised below:<br />

Year granted Number of rights Exercise price Exercise period<br />

2003 2,168,398 7.32 30-04-07 – 29-04-08<br />

Shown below are the movements recorded in the number of rights granted in 2006 and 2005:<br />

Plan 2001 Plan 2003<br />

Granted 1 January 2005 1,700,000 2,700,000<br />

Rights exercised (836,124) -<br />

Rights cancelled /lapsed (500,000) (400,000)<br />

Balance at 31 December 2005 363,876 2,300,000<br />

Rights exercised (363,759) -<br />

Rights cancelled /lapsed (117) (131,602)<br />

Balance at 31 December 2006 - 2,168,398<br />

During 2006 the exercise price of the Compensation Plan based on the share price was adjusted downward by 26 euro cents, the<br />

amount of the dividend whose distribution against voluntary reserves was resolved by the shareholders in the General Meeting<br />

of 5 May 2006. The exercise price for the 2001 Plan thus went from 11.17 euros to 10.81 euros per right, while the exercise price<br />

for the Plan granted in 2003 went from 7.58 euros to 7.32 euros per right.<br />

The Parent Company has organised the hedging for the Compensation Plan based on the share price in force arranging an equity<br />

swap with a financial institution. The Compensation Plan does not contemplate in any case the delivery of shares. It would be<br />

settled in cash by differences. In the exercise period the financial institution would sell the shares compensating the Parent<br />

Company with the difference between the result of the sell and the exercise price in case of a revaluation of shares. In the event<br />

that the share prices were to fall, there is a commitment by the Parent Company for compensating the financial institution of any<br />

financial loss suffered (see Note 10.2.2.).<br />

Commitments with third parties<br />

- On 29 March 2005, <strong>NH</strong> Hotel Rallye S.A. and Losan <strong>Hoteles</strong>, S.L. signed the shareholders agreement of the company Harrington<br />

Hall Hotel, Ltd. whereby in the event that Losan <strong>Hoteles</strong>, S.L. were to receive an offer to purchase 100% of the shares of the<br />

company Harrington Hall Hotel, Ltd. at a price deemed to be a market price, Losan <strong>Hoteles</strong>, S.L. may demand that <strong>NH</strong> Hotel<br />

Rallye S.A., which shall be required to accept, transfer its shares to the third-party buyer who has made the offer. <strong>NH</strong> Hotel Rallye,<br />

S.A. shall, however, hold a right of first refusal on Losan <strong>Hoteles</strong>, S.L.'s shares in Harrington Hall Hotel, Ltd.<br />

- On 1 December 2005 an agreement was reached with Banca Intesa, S.p.a (today Banca Intesa Sanpaolo, S.p.a.) for that company<br />

to enter the shareholder base of <strong>NH</strong> Italia, S.r.l. The agreement grants a put option over the holding acquired, for the period from<br />

March 2008 to March 2013. The price shall be set on the basis of fair market value, as determined by an independent investment<br />

bank. The price shall be paid in cash or <strong>NH</strong> <strong>Hoteles</strong>, S.A. shares, as <strong>NH</strong> <strong>Hoteles</strong>, S.A. chooses.<br />

- On 10 March 2006 between <strong>NH</strong> Hotel Rallye S.A. and Losan <strong>Hoteles</strong>, S.L. signed the shareholders agreement of the company<br />

Losan Investment, Ltd., whereby in the event that Losan <strong>Hoteles</strong>, S.L. were to receive an offer to purchase 100% of the shares of<br />

Losan Investment, Ltd. at a price deemed to be a market price, Losan <strong>Hoteles</strong>, S.L. would be entitled to demand that <strong>NH</strong> Hotel<br />

Rallye S.A., which would be obliged to accept, transfer its shares to the third-party buyer who has made the offer. <strong>NH</strong> Hotel Rallye,<br />

S.A. shall, however, hold a right of first refusal on Losan <strong>Hoteles</strong>, S.L.'s shares in Harrington Hall Hotel, Ltd.<br />

- In the framework agreement signed on 2 August 2006 between Tourist Ferry Boat, S.r.l. (former owner of the Framon chain) and<br />

<strong>NH</strong> Italia, S.r.l. to operate in the Italian market through a joint venture (75% <strong>NH</strong> Italia, S.r.l. and 25% Tourist Ferry Boat, S.r.l.) to<br />

which both companies contribute assets, it was agreed to establish a sell option for the benefit of TFB and a buy option for the<br />

benefit of <strong>NH</strong> Italia, S.r.l. over TFB’s holding. The option may be exercised as from December 2011. The price will be paid in cash<br />

and be determined on the basis of a multiple of predetermined Ebitda.<br />

54<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


- On 11 November 2006 a framework agreement was signed by <strong>NH</strong> Italia, S.r.l. (<strong>NH</strong> Italia), Banca Intesa, S.p.a. (today Banca Intesa<br />

Sanpaolo, S.p.a.) (Banca Intesa) and Joker Partecipazioni, S.r.l. (Joker) the purpose of which is to give the <strong>NH</strong> <strong>Hoteles</strong> Group<br />

control of no less than 74.43% of the Jolly <strong>Hotels</strong>, S.p.a. (Jolly) share capital through a newly created company (Grande Jolly, S.r.l.).<br />

In the said framework agreement, the <strong>NH</strong> <strong>Hoteles</strong> Group acquires the following commitments:<br />

1. Issue by Grande Jolly of a tender offer for all ordinary shares owned by parties unrelated to the parties to the framework<br />

agreement. Pursuant to this commitment, on 21 February 2007, Grande Jolly launched a takeover bid for 25.53% of the Jolly share<br />

capital of 25 euros per share. If all of the targeted shares accept the offer, the total outlay will be 127.6 million euros.<br />

2. Acquisition of control by Grande Jolly of a holding equal to 25.7% of the share capital of Jolly held by Joker in the period<br />

between 1 June and 31 July 2007.<br />

3. In relation to the remaining 24.35% of Jolly’s capital held by Joker, a call and put option contract has been signed hereunder<br />

Joker may sell, in the period between 1 June 2007 and 31 December 2009, its Jolly shares to <strong>NH</strong> Italia and <strong>NH</strong> Italia may buy<br />

them during the immediate following six months after 31 December 2009. At the discretion of <strong>NH</strong> Italia, the shares will be<br />

acquired by Grande Jolly or by <strong>NH</strong> Italia. The exercise price of the put and call options is 25 euros per share, giving a total of<br />

121.76 million euros.<br />

4. Signing of a call and put option contract hereunder Banca Intesa may sell to Grande Jolly its 4.42% of the Jolly share capital<br />

as from the liquidation date of the tender offer for Jolly or as from 30 September 2007 (if earlier) and until 31 October 2007, and<br />

Grande Jolly may exercise the call option between 1 November 2007 and 30 November 2007. The exercise price of the put and<br />

call options is 25 euros per share, giving a total of 22.17 million euros.<br />

5. Signing of a call and put option contract hereunder Joker may sell to <strong>NH</strong> Italia the equity stake it holds in Grande Jolly, in the<br />

period between 1 June 2007 and 31 December 2010, and <strong>NH</strong> Italia may exercise the call option during the immediate following<br />

six months after 31 December 2010. The exercise price of the put and call options is 25 euros per share, giving a total of 87.39<br />

million euros if the initial transfer of 25.7% is done by means of a sale-purchase and subsequent capital increase, or 133.54 million<br />

euros if the transfer is done by means of a non-cash capital increase.<br />

Contingent liabilities<br />

The contingent liabilities of the <strong>NH</strong> <strong>Hoteles</strong> Group, mainly related to lawsuits and other legal issues, have no significant effect<br />

neither on the profit and loss account nor in the net equity of the Group or are totally covered by a provision.<br />

25 INCOME AND EXPENSES<br />

25.1 Income<br />

Shown below is the breakdown of the balance of these headings on the consolidated income statement for 2006 and 2005:<br />

Euros 000s<br />

2006 2005<br />

Room accommodation 625,513 540,169<br />

Catering 277,837 255,068<br />

Reception rooms and other 51,221 38,542<br />

Real-estate 69,372 84,368<br />

Golf and Sports Clubs 5,250 7,510<br />

Rentals and other services 65,328 50,886<br />

Net turnover 1,094,521 976,543<br />

Operating grants 141 143<br />

Reversal of provisions for liabilities and charges 164 8,363<br />

Other operating income 14,076 8,960<br />

Other operating income 14,381 17,466<br />

Net gains on disposal of assets 10,491 2,689<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 55


Shown below is the breakdown of net turnover for different geographical markets for 2006 and 2005:<br />

Euros 000s<br />

2006 2005<br />

Spain - <strong>Hotels</strong> 415,409 349,956<br />

Spain – Real estate 69,372 84,368<br />

The Netherlands 273,679 247,050<br />

Germany 207,165 185,473<br />

Austria, Hungary and Switzerland 49,682 43,538<br />

Mexico 24,732 31,748<br />

Latin America 38,442 20,300<br />

Italy 16,040 14,110<br />

1,094,521 976,543<br />

The line “Other operating income” basically records revenues from royalties invoiced to hotels operated under management<br />

agreements, as well as for services provided by the <strong>NH</strong> <strong>Hoteles</strong> Group to third parties.<br />

Shown below is a breakdown of the line “Net gains on disposal of assets” as at 31 December 2006 and 2005:<br />

Euros 000s<br />

2006 2005<br />

Profits originating from disposal of holdings 7,711 2,589<br />

Net gains on disposal of tangible fixed assets 2,780 110<br />

Net gains on disposal of assets 10,491 2,689<br />

The “Profit originating from the disposal of holdings” in 2006 was for the capital gain recorded on sale of the companies Casino<br />

Club de Golf, S.L. and Aymerich Golf Management, S.L. (see Note 2.4.6.a), and for 2005 it records the capital gain recorded on<br />

sale of the hotels <strong>NH</strong> Oostende and <strong>NH</strong> Orus.<br />

25.2 <strong>Financial</strong> income<br />

The breakdown of the balance of this heading of the consolidated income statement is as shown below:<br />

Euros 000s<br />

2006 2005<br />

Dividend income 43 55<br />

Income from traded securities 489 2,205<br />

Interest income 5,133 4,386<br />

Income from derivatives 1,313 3,315<br />

6,978 9,961<br />

56<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


25.3 Staff costs<br />

Shown below is the composition of staff costs on the consolidated income statement:<br />

Euros 000s<br />

2006 2005<br />

Wages, salaries and similar 267,421 233,859<br />

Employee benefits and welfare costs 54,083 58,791<br />

Indemnities 2,991 163<br />

Pension plan contributions and similar 3,822 1,692<br />

Other employee expenses 11,458 6,297<br />

339,775 300,802<br />

The following table shows the average number of employees in the Parent Company and the companies that have been fully<br />

consolidated in 2006 and 2005, distributed by job categories:<br />

2.006 2.005<br />

General management of the Group 7 7<br />

Managers and heads of departments 558 541<br />

Technical staff 561 554<br />

Sales staff 480 471<br />

Administrative staff 660 658<br />

Other staff 11,939 11,857<br />

Average number of employees 14,205 14,088<br />

The average age of the Company's workforce is approximately 34.5 years, with an average seniority in the <strong>NH</strong> Group of 6.8 years.<br />

Worthy of note, furthermore, is that 51.8% of the employees are women.<br />

The caption “Staff costs” includes, for 3.1 million euro in 2006, the fixed and variable remuneration linked to the performance of<br />

the <strong>Consolidated</strong> Group of the management team of <strong>NH</strong> <strong>Hoteles</strong>. Additionally this caption includes, for 2.3 million euros in 2006,<br />

the fixed and variable remuneration of the company Directors with executive duties in the Group.<br />

25.4 Other operating expenses<br />

Shown below is the composition of this heading of the consolidated income statement for 2006 and 2005:<br />

Euros 000s<br />

2006 2005<br />

Leases 184,190 169,490<br />

External services 271,057 235,601<br />

Change in trade provisions 191 544<br />

Allocations to provisions for liabilities and charges 3,244 878<br />

458,682 406,513<br />

The “External services” account records the fees for statutory auditing services performed by two audit firms of the different<br />

companies that make up the <strong>NH</strong> <strong>Hoteles</strong> Group. The fees of the main auditor during 2006 amounted to 0.66 million euros (0.59<br />

million euros in 2005) and the fees of all the other auditors totalled 0.53 million euros (0.65 million euros in 2005).<br />

Furthermore, the fees for other professional services provided to the <strong>NH</strong> <strong>Hoteles</strong> Group by the main auditor amounted, in 2006,<br />

to 0.10 million euros (0.15 million euros in 2005), and such fees of all other auditors totalled 0.24 million euros (0.30 million euros<br />

in 2005).<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 57


25.5 Operating leases<br />

In the table below are shown, as at 31 December 2006 and 2005, the Group commitments acquired for future minimum lease<br />

instalments under operating leases that cannot be cancelled and their maturities.<br />

The present value of lease payments has been calculated using an discount rate in line with the weighted average cost of capital<br />

of the Company and also includes the commitments which the <strong>NH</strong> <strong>Hoteles</strong> Group estimates will have to be fulfilled in the future<br />

in respect of minimum guaranteed profits on hotels operated under management contracts.<br />

Euros 000s<br />

2006 2005<br />

Less than one year 186,480 175,557<br />

Between two and five years 637,867 483,035<br />

More than five years 1,095,705 743,660<br />

Total 1,920,052 1,402,252<br />

The average life of the operating lease agreements signed by the <strong>NH</strong> <strong>Hoteles</strong> Group varies between 15 and 25 years.<br />

25.6 <strong>Financial</strong> expenses<br />

Shown below is the breakdown of the balance of this heading of the consolidated income statement for 2006 and 2005:<br />

Euros 000s<br />

2006 2005<br />

Interest expense 35,928 29,295<br />

Interest on debentures and bonds 7 2,641<br />

Expenses of derivatives 1,464 2,807<br />

Other financial expenses 2,758 445<br />

40,157 35,188<br />

26 INFORMATION BY SEGMENT<br />

The information by segments is structured, first of all, on the basis of the Group’s different lines of business and, secondly, on a<br />

geographical basis.<br />

Main segments - business<br />

The business lines described below have been set up based on the organisational structure of the <strong>NH</strong> <strong>Hoteles</strong> Group as it stood<br />

at the end of 2006 and taking into account, on the one hand, the nature of the products and services offered and, on the other,<br />

the target customer segments.<br />

In 2006, the <strong>NH</strong> <strong>Hoteles</strong> Group focused its activities on two major lines of business, hotels and real estate, which are the basis<br />

used by the Group to present the information about its main segment.<br />

Secondary segments - geographical<br />

Furthermore, the Group operates in Spain, the Benelux countries, Germany, the rest of Europe, South America and the rest of<br />

the world.<br />

The information by segments set out below is based on the reports drawn up by the <strong>NH</strong> <strong>Hoteles</strong> Group and is generated using<br />

a software that divides the transactions into categories according to their line of business and geographical location.<br />

The ordinary income of the segment records the ordinary income directly attributable to the segment plus the relevant<br />

proportion of the general income of the group that may be distributed to it on a fair distribution basis. The ordinary income of<br />

each segment does not include interest or dividend income or the gains on sales of investments or debt redemption or<br />

58<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


cancellation operations. The Group includes as ordinary income of each segment the share in profits of associated companies<br />

and joint ventures consolidated using the equity method. Also included is the corresponding proportion of the ordinary income<br />

of joint ventures consolidated using the proportional method.<br />

The profit and loss of the segment is presented before any adjustment for minority interests.<br />

The assets and liabilities of the segments are those directly connected with their operations.<br />

There follows the information for each segment of these activities.<br />

26.1 Information on main segments<br />

Euros 000s<br />

Hotel Real estate Total<br />

2006 2005 2006 2005 2006 2005<br />

INCOME<br />

Sales and other operating revenues 1,034,962 909,641 69,930 84,368 1,104,892 994,009<br />

Net gains on disposal of non-current assets - 2,689 - - - 2,689<br />

Total revenues 1,034,962 912,330 69,930 84,368 1,104,892 996,698<br />

PROFIT (LOSS)<br />

Operating profit (loss) 86,796 58,226 27,454 53,724 114,250 111,950<br />

Share in profit (loss) of associated companies 1,270 (649) - - 1,270 (649)<br />

<strong>Financial</strong> income 5,795 9,007 1,184 954 6,979 9,961<br />

Net exchange gains 4,605 2,152 - - 4,605 2,152<br />

<strong>Financial</strong> expenses (39,456) (34,685) (703) (503) (40,159) (35,188)<br />

Profit before taxes 59,010 34,051 27,935 54,175 86,945 88,226<br />

Taxes (24,307) (824) (1,088) (16,989) (25,395) (17,813)<br />

Net profit for the year 34,703 33,227 26,847 37,186 61,550 70,413<br />

Minority interests (898) 179 - 7,991 (898) 8,170<br />

Net profit attributable to the Parent Company 35,601 33,048 26,847 29,195 62,448 62,243<br />

Euros 000s<br />

Hotel Real estate Total<br />

2006 2005 2006 2005 2006 2005<br />

OTHER INFORMATION<br />

Fixed asset additions 116.864 96,006 2,833 7,935 119,697 103,941<br />

Depreciation and amortization (75,635) (64,247) 4,086 (3,854) (71,549) (68,101)<br />

Net losses due to asset impairment (3,190) (799) - - (3,190) (799)<br />

BALANCE SHEET<br />

ASSETS<br />

Assets by segment 2,377,397 1,792,179 247,509 257,883 2,624,906 2,050,062<br />

Holdings in associated companies 71,247 35,856 20,186 56,872 91,433 92,728<br />

<strong>Consolidated</strong> total assets 2,448,644 1,828,035 267,695 314,755 2,716,339 2,142,790<br />

LIABILITIES<br />

Equity and liabilities by segment 2,448,644 1,828,035 267,695 314,755 2,716,339 2,142,790<br />

<strong>Consolidated</strong> total net equity and liabilities 2,448,644 1,828,035 267,695 314,755 2,716,339 2,142,790<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 59


26.2 Information on secondary segments<br />

The following table shows a breakdown of certain consolidated balances of the Group in accordance with the geographical<br />

distribution of the companies that originate them:<br />

Euros 000s<br />

Additions to<br />

tangible and intangible<br />

Net Turnover Total assets fixed assets<br />

2006 2005 2006 2005 2006 2005<br />

Spain 484,781 434,324 746,112 694,569 49,589 52,378<br />

Benelux 273,679 247,050 938,207 949,638 16,418 13,453<br />

Germany 207,165 185,473 144,834 135,259 15,294 16,231<br />

Latin America 63,174 52,048 250,542 283,960 30,314 21,044<br />

Italy 16,040 14,110 610,995 - 6,656 -<br />

Rest of Europe 49,682 43,538 25,648 79,364 8,056 835<br />

Total 1,094,521 976,543 2,716,338 2,142,790 126,327 103,941<br />

27 REMUNERATION AND OTHER DECLARATIONS OF THE BOARD OF DIRECTORS<br />

AND SENIOR MANAGEMENT<br />

27.1 Remuneration of the Board of Directors<br />

The amount accrued in 2006 by the members of the Board of Directors in respect of allowances and items under the articles of<br />

association are shown in the following table:<br />

Euros 000s<br />

2006 2005<br />

Board of Directors (11 members) 434 403<br />

Executive Committee (5 members) 150 150<br />

Audit and Control Committee (3 members) 26 27<br />

Nominations and Compensation Committee (3 members) 16 7<br />

In 2006 no amount has been paid to any member of the Board of Directors for professional services (72 thousand euros in 2005).<br />

The amounts earned in respect of allowances and other items under the articles of association by the Directors of the Parent<br />

Company in fully and proportionally consolidated companies and companies consolidated using the equity method totalled 115<br />

thousand euros in 2006, the same as in 2005.<br />

27.2 Senior management remuneration<br />

The remuneration of the members of the Management Committee as at 31 December 2006 and 2005, not including those who<br />

are also members of the Board of Directors (whose remuneration has been set out above) is shown below:<br />

Euros 000s<br />

2006 2005<br />

Cash remuneration 2,908 2,032<br />

Non-cash compensation 167 139<br />

3,075 2,171<br />

60<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


27.3 Details of participation by the Directors in similar businesses and pursuit of similar activities for their own<br />

account or the account of others<br />

In accordance with what is provided in article 127 ter. 4 of the Public Limited Companies Act, introduced by Act 26/2003 of 17<br />

July 2003, which amended the Securities Market Act 24/1988 of 28 July 1988, and the consolidated text of the Public Limited<br />

Companies Act, for the purpose of making public limited companies more transparent, given below are the companies with the<br />

same, similar or complementary types of business to the corporate object of <strong>NH</strong> <strong>Hoteles</strong>, S.A. in which its Directors have<br />

shareholdings, as well as any positions they may hold therein:<br />

Holder Investee Business Number of shares Functions<br />

Caja Ahorros de Valencia<br />

Castellón y Alicante Hotel Alameda Valencia, S.L. Hotel 90% -<br />

Caja Ahorros de Valencia<br />

Castellón y Alicante Playa <strong>Hotels</strong> & Resorts, S.L. Hotel 6.87% -<br />

Caja Ahorros de Valencia<br />

Castellón y Alicante Prohoresa Real estate 29.93% -<br />

Caja Ahorros de Valencia<br />

Castellón y Alicante Iberdrola Inmobiliaria, S.A. Real estate 1% Board member<br />

During 2006 the Directors also engaged in the following activities, for their own account or the account of others, in companies<br />

with the same, similar or complementary types of business to the corporate object of <strong>NH</strong> <strong>Hoteles</strong>, S.A. or any of its subsidiaries:<br />

Holder Investee Business Functions<br />

Gabriele Burgio Sotogrande, S.A. Real estate Director<br />

Ferrovial, S.A. Real estate Director<br />

Nacional Hispana de <strong>Hoteles</strong> S.R.L de C.V. Hotel Director<br />

Grupo Financiero de Intermediación<br />

y Estudios, S.A. (Grufir, S.A.) Hotel Administrator<br />

Krasnapolsky <strong>Hotels</strong> & Restaurants, N.V. Hotel Member of the Supervisory Board<br />

<strong>NH</strong> Participaties, NV Hotel Chairman and Director<br />

<strong>NH</strong> Domo Diseños y Decoración, S.L. Decoration Joint Administrator<br />

<strong>NH</strong> Italia, S.r.l. Hotel Director<br />

Jolly <strong>Hotels</strong>, S.p.a. Hotel Managing Director<br />

Alfonso Merry del Val Gracie <strong>NH</strong> Participaties, N.V. Hotel Member of the Supervisory Board<br />

Manuel Herrando<br />

y Prat de la Riba Sotogrande, S.A. Real estate Chairman<br />

Matias Amat Roca Sotogrande, S.A. Real estate Director representative<br />

28 POST-BALANCE SHEET EVENTS<br />

- On 27 November 2006 the Board of Directors of <strong>NH</strong> <strong>Hoteles</strong>, S.A. resolved to carry out a capital increase, against cash<br />

contributions, of up to 32,743,942 euros, by means of issuing a maximum of 16,371,971 new shares with a nominal value of two<br />

euros each, of the same class and series as the currently outstanding shares. Full subscription of the capital increase approved,<br />

with a share premium per new share of 13.27 euros, would imply a 250 million euro increase in the company’s capital.<br />

The preferential subscription periods for shareholders and holders of subscription rights started on 28 February 2007 and ended,<br />

on the first found, on 14 March 2007. The result was subscription of 16,026,084 new shares, or 97.89% of the total of 16,371,971<br />

offered in the capital increase.<br />

As at the date these annual accounts were drawn up the capital increase has been fully subscribed and paid. The capital increase<br />

was registered in the Companies Registry of Madrid on 23 March 2007.<br />

- On 28 February 2007 the Parent Company has sold its holding in Parque Temático de Madrid, S.A. for 1.96 million euros.<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 61


29 INFORMATION ABOUT ENVIRONMENTAL POLICY<br />

The activities carried on by the Group through Sotogrande, S.A. include managing the integrated water cycle in the area covered<br />

by the Sotogrande Estate and its surroundings. This management includes sanitation and treatment of waste water. The aim of<br />

these two activities is to reduce the damage to the environment.<br />

The Group’s assets associated with its sanitation and water treatment activity include two sewage treatment stations, with<br />

capacity to meet the needs of a population of up to 20,000 inhabitants, connected to one another so that the cleaned affluent<br />

flows into the sea through an underwater outflow. In its treatment stations, the Group has also built a tertiary treatment system<br />

aimed at further treatment of the water so that it can be used in part to water the Real Club de Golf Sotogrande, with which a<br />

contract has been signed to this effect. The tertiary treatment plant is now operational after having come into service in July 2003.<br />

The introduction of this tertiary system will make for a reduction in the consumption of potable water of between 200,000 and<br />

300,000 m3/year.<br />

Furthermore, the Group, as part of its activity to promote and develop the Sotogrande Estate, is now focusing its attention on<br />

developable land with approved partial plans. It therefore has no need to carry out any environmental impact studies prior to<br />

carrying out its real estate or tourist project developments. Nonetheless, the Group's policy is aimed at respecting the<br />

environment to the utmost and it has therefore contracted the services of an environmental consultancy to diagnose and provide<br />

advice on environmental issues in its actions. The fees for this service are not significant.<br />

The assets of an environmental nature described above total, net of depreciation, as at 31 December 2006, 1.63 million euros<br />

(1.28 million euros in 2005).<br />

The Group had no provision set aside as at year-end 2006 and 2005 for environmental contingencies or claims, nor is it aware of<br />

the existence of liabilities in respect of such contingencies or claims.<br />

30 EXPLANATION ADDED FOR TRANSLATION TO ENGLISH<br />

These consolidated financial statements are presented on the basis of IFRS, as adopted by the European Union. Certain<br />

accounting practices applied by the Company that conform with IFRS may not conform with other generally accepted<br />

accounting principles.<br />

62<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


APPENDIX I: DEPENDENT COMPANIES<br />

The accompanying tables show basic information on the Company's subsidiaries as at 31 December 2006:<br />

Euros 000s<br />

% of voting<br />

rights Net value<br />

Principal % holding controlled recorded<br />

business of of parent by parent on parent Profit (loss)<br />

Address of investee company company company’s for the<br />

Investee company investee company in investee matriz books Assets Liabilities Equity year<br />

Alfa Reserveringskantoor CV BA (**) Brussels Hotel 100% 100% 5.83 (0.37) 6.20 29.85 (35.68)<br />

Aránzazu Donosti, S.A. (*) Guipuzcoa Hotel 100% 100% 6,373.38 32,146.57 (22,366.47) (7,163.18) (2,616.92)<br />

Astron Kestrell Ltd (**) Plettenberg Bay Hotel 100% 100% (1,220.34) 991.29 (2,211.62) 1,266.61 (46.27)<br />

Atardecer Caribeño Madrid Real Estate 100% 100% 48.05 47.04 - (47.48) 0.44<br />

Central Europe Management Germany Hotel 100% 100% 25.00 - - - -<br />

Centrumhotel Park Molenvijver N.V. (**) Genk Hotel 100% 100% 450.83 2,011.57 (1,560.74) (201.96) (248.87)<br />

Chartwell de México, S.A. de C.V. (*) Mexico DF Real Estate 100% 100% 5,426.69 5,827.72 (401.02) (5,640.38) 213.69<br />

Chartwell de Nuevo Laredo, S.A. de C.V. (*) Nuevo Laredo (Mexico) Hotel 100% 100% 597.47 841.68 (244.21) (1,183.43) 585.96<br />

Chartwell Inmobiliaria de Coatzacoalcos, S.A. de C.V. (*) Coatzacoalcos (Mexico) Hotel 100% 100% 2,498.43 3,417.62 (919.19) (1,785.88) (712.55)<br />

Chartwell Inmobiliaria de Juárez, S.A. de C.V. (*) Juarez (Mexico) Hotel 100% 100% 5,789.71 6,314.14 (524.43) (5,708.40) (81.31)<br />

Chartwell Inmobiliaria de Monterrey, S.A. de C.V. (*) Montrrey (Mexico) Hotel 100% 100% 5,596.00 7,077.29 (1,481.28) (5,520.98) (75.02)<br />

City Hotel SA (*) Buenos Aires Hotel 50% 50% 7,178.78 23,433.71 (8,918.32) (13,632.74) (882.64)<br />

Club Deportivo Sotogrande, S.A. San Roque Leisure 93.95% 93.95% 2,496.00 4,804.00 (239.00) (4,553.00) (12.00)<br />

Cofir, S.L. Madrid Holding 100% 100% 60.10 63.93 - (66.09) 2.16<br />

Columbia Palace Hotel S.A. (*) Montevideo Hotel 96.03% 96.03% 1,819.11 12,278.46 (12,501.39) (144.78) 367.70<br />

Comexotel SA (**) Brussels Hotel 100% 100% 182.05 1,197.61 (1,015.57) (123.14) (58.90)<br />

D'Assaut SA (**) Brussels Hotel 100% 100% 14,689.42 17,986.55 (3,297.13) (14,088.28) (601.14)<br />

De Nederlandse Club Ltd. (**) Somerset West w.o. activity 100% 100% 0.00 - 0.00 (0.00) -<br />

Desarrollo Inmobiliario Santa Fe Mexico DF Real Estate 50% 50% 5,842.60 13,241.98 (7,399.38) (6,000.45) 157.85<br />

Donnafugata Resort S.R.L Italy Leisure 50.68% 50.68% 2,700.00 15,827.00 (10,664.00) (5,161.00) (2.00)<br />

DFE Vastgoed B.V. Hilversum w.o. activity 100% 100% (185.37) - (185.37) 174.21 11.16<br />

EHVB SCRL (**) Diegem Holding 100% 100% 28,411.65 37,152.70 (8,741.05) (22,720.02) (5,691.64)<br />

Establecimientos Complementarios Hoteleros, S.A. Barcelona Hotel 100% 100% 839.26 9,401.64 (9,269.37) (756.13) 623.86<br />

Etudes & Entreprise (**) Brussels Hotel 100% 100% 2,124.25 10,936.18 (8,811.93) (1,716.08) (408.17)<br />

European Golf Booking Center, S.L. Madrid w.o. activity 100% 100% 87.77 171.20 (99.31) (87.64) 15.76<br />

Expl. mij. Grand Hotel Krasnapolsky B.V. Amsterdam Hotel 100% 100% 10,301.98 60,309.15 (50,007.17) (6,018.91) (4,283.07)<br />

Expl. Mij. Hotel Best B.V. Best Hotel 100% 100% 199.42 3,720.19 (3,520.77) 86,515.58 (86,715.00)<br />

Expl. mij. Hotel Caransa B.V. Amsterdam w.o. activity 100% 100% 309.70 - 309.70 (309.70) -<br />

Expl. mij. Hotel Doelen B.V. Amsterdam Hotel 100% 100% 2,469.65 5,442.57 (2,972.92) (1,639.79) (829.87)<br />

Expl. Mij. Hotel Naarden B.V. Naarden Hotel 100% 100% 310.09 7,420.74 (7,110.64) (238.54) (71.55)<br />

Expl. mij. Hotel Schiller B.V. Amsterdam Hotel 100% 100% 3,105.71 14,324.60 (11,218.89) (2,062.62) (1,043.09)<br />

Exploitatiemij. Alba Mechelen N.V. (**) Mechelen Hotel 100% 100% 835.55 2,530.80 (1,695.25) (792.63) (42.93)<br />

Exploitatiemij. Flanders Gent N.V. (**) Gent Hotel 100% 100% 3,127.38 3,877.60 (750.22) (2,915.28) (212.10)<br />

Exploitatiemij. Max NV (**) Brussels Hotel 100% 100% 31,673.78 36,338.61 (4,664.83) (31,259.30) (414.48)<br />

Exploitatiemij. Tropenhotel B.V. Amsterdam Hotel 100% 100% (11.90) 125.22 (137.12) 14.85 (2.96)<br />

Explotaciones Hoteleras Condor, S.L. Barcelona Hotel 55% 55% 298.88 1,446.03 (713.98) (694.10) (37.95)<br />

Fast Good América Madrid Restaurants 75% 75% 232.20 531.27 (301.31) (230.39) 0.42<br />

Fast Good Península Ibérica Madrid Restaurants 100% 100% 3.05 11,908.77 (13,872.75) 132.37 1,831.61<br />

Franquicias Lodge, S.A. de C.V. (*) Mexico DF Real Estate 100% 100% 435.05 617.39 (182.34) (451.40) 16.35<br />

Gran Círculo de Madrid, S.A. (*) Madrid Hotel 99% 99% 36,788.87 53,656.39 (17,414.71) (34,611.32) (1,630.35)<br />

Grande Jolly SRL. Milano Hotel 51% 51% 8,302.67 12,003.34 (3.34) (12,000.00) -<br />

Grupo Financiero de Intermediación y Estudios, S.A. Madrid Holding 100% 100% 360.60 572.33 (16.39) (574.54) 18.60<br />

Grupo Hotelero Querétaro, S.A. de C.V. Mexico DF Real Estate 50% 50% 1,199.36 1,200.09 (0.73) (1,252.93) 53.56<br />

HEM Atlanta Rotterdam B.V. Rotterdam Hotel 100% 100% 2,061.20 11,280.19 (9,218.99) (1,102.81) (958.39)<br />

HEM Distelkade Amsterdam B.V. Amsterdam Hotel 100% 100% 17,438.67 34,810.18 (17,371.51) (16,034.34) (1,404.33)<br />

HEM Epen Zuid Limburg B.V. Wittem Hotel 100% 100% 1,167.20 14,852.63 (13,685.43) (888.57) (278.63)<br />

HEM Forum Maastricht B.V. Maastricht Hotel 100% 100% 582.49 13,150.75 (12,568.26) (216.66) (365.83)<br />

HEM Jaarbeursplein Utrecht B.V. Utrecht Hotel 100% 100% 1,635.65 16,739.03 (15,103.38) (745.95) (889.70)<br />

HEM Janskerkhof Utrecht B.V. Utrecht Hotel 100% 100% 251.42 2,563.15 (2,311.72) (99.48) (151.94)<br />

HEM Marquette Heemskerk B.V. Heemskerk Hotel 100% 100% (626.73) 3,951.56 (4,578.29) 864.41 (237.68)<br />

HEM Onderlangs Arnhem B.V. Arnhem Hotel 100% 100% 328.70 4,633.23 (4,304.53) (217.10) (111.60)<br />

HEM Rokkeveen Zoetermeer B.V. Zoetermeer Hotel 100% 100% 82.11 6,525.91 (6,443.80) 23.55 (105.66)<br />

HEM Spuistraat Amsterdam B.V. Amsterdam Hotel 100% 100% 5,511.49 14,207.40 (8,695.91) (3,666.11) (1,845.37)<br />

HEM Stadhouderskade Amsterdam B.V. Amsterdam Hotel 100% 100% 4,905.40 24,520.86 (19,615.46) (3,376.70) (1,528.70)<br />

HEM Van Alphenstraat Zandvoort B.V. Zandvoort Hotel 100% 100% 658.11 11,024.89 (10,366.78) (254.82) (403.29)<br />

Highmark Geldrop B.V. Geldrop Hotel 100% 100% 706.10 5,682.97 (4,976.87) (448.39) (257.72)<br />

Highmark Hoofddorp B.V. Hoofddorp Hotel 100% 100% 5,402.35 28,324.98 (22,922.63) (4,408.50) (993.85)<br />

Hotel Albar Ciudad Albacete, S.L. Albacete Hotel 100% 100% 745.77 3,822.68 (2,561.66) (1,006.22) (254.80)<br />

Hotel Betriebsgesellschaft Luzern AG Luzern Hotel 100% 100% 1,650.00 2,280.64 (689.63) (1,588.78) (2.23)<br />

Hotel Ciutat de Mataró, S.A. Barcelona Hotel 50% 50% 1,077.58 21,197.15 (19,709.67) (1,096.24) (387.19)<br />

Hotel de Ville BV. Amsterdam Hotel 100% 100% (348.61) 2,499.89 (2,848.50) 704.10 (355.49)<br />

Hotel Expl.mij. Capelle a/d IJssel B.V. Capelle a/d Ijssel Hotel 100% 100% 3,349.62 6,558.53 (3,208.90) (3,233.33) (116.30)<br />

Hotel Expl.mij. Diegem N.V. (**) Diegem Hotel 100% 100% 1,326.69 24,874.66 (23,547.97) (1,673.10) 346.41<br />

Hotel Exploitation Meyrin SA Gn¡eneve Hotel 100% 100% 1,620.00 5,278.35 (3,112.44) (1,533.93) (631.98)<br />

Hotel Management Fribourg, S.A. Fribourg Hotel 100% 100% 601.79 14,083.39 (9,395.10) (4,372.52) (315.77)<br />

Hotel Palacio de Castilla, S.A. Salamanca Hotel 83% 83% 5,588.29 20,205.80 (15,933.73) (3,698.03) (574.04)<br />

Hoteleira Brasil Ltda. (*) Brasil Hotel 100% 100% 9,427.79 11,686.91 (1,062.31) (10,620.26) (4.33)<br />

Hotelera de la Parra, S.A. de C.V. (*) Mexico DF Hotel 100% 100% 16,932.28 33,950.03 (17,017.75) (17,112.67) 180.38<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 63


Euros 000s<br />

% of voting<br />

rights Net value<br />

Principal % holding controlled recorded<br />

business of of parent by parent on parent Profit (loss)<br />

Address of investee company company company’s for the<br />

Investee company investee company in investee matriz books Assets Liabilities Equity year<br />

Hotelera Onubense, S.A. Huelva Hotel 99.45% 99.45% 5,462.27 11,199.15 (8,133.15) (2,875.90) (190.11)<br />

Hotelera Tlalnepantla, S.A. de C.V. Mexico DF Hotel 100% 100% (926.33) 24.32 (950.65) 962.32 (36.00)<br />

<strong>Hoteles</strong> Express, S.L. (*) Barcelona Hotel 100% 100% 7,448.19 73,026.38 (63,798.21) (7,327.78) (1,900.39)<br />

<strong>Hoteles</strong> y Gestión Sotogrande, S.L. San Roque Hotel 100% 100% 9,104.00 14,377.00 (13,865.00) (1,684.00) 1,172.00<br />

Inmobiliaria y Financiera Aconcagua SA (*) Buenos Aires Hotel 50% 50% 420.88 1,967.76 (1,098.22) (578.41) (291.12)<br />

Immobiliare 4 Canti SRL. Messina Hotel 50% 50% 915.67 2,626.84 (1,708.70) (931.80) 13.66<br />

Inversores y Gestores Asociados, S.A. Madrid Holding 100% 100% 3,001.76 1,980.12 (1,725.45) (313.98) 59.31<br />

Jan Tabak N.V. (**) Bussum Hotel 56% 56% 6,956.98 11,194.17 (4,237.19) (7,507.77) 550.79<br />

Koningshof B.V. Veldhoven Hotel 100% 100% 21,705.69 69,827.92 (48,122.23) (19,873.51) (1,832.18)<br />

Krasnapolsky Belgian Shares B.V. Hilversum Holding 100% 100% (8,521.77) 53.01 (8,574.78) 8,521.77 -<br />

Krasnapolsky Events B.V. Amsterdam w.o. activity 100% 100% 69.12 70.15 (1.03) (71.57) 2.45<br />

Krasnapolsky H&R Onroerend Goed B.V. Hilversum Real Estate 100% 100% 79,336.48 114,581.01 (35,244.53) (85,342.30) 6,005.82<br />

Krasnapolsky <strong>Hotels</strong> & Restaurants N.V. (**) Hilversum Holding 100% 100% 440,571.54 359,462.67 81,108.87 (474,019.89) 33,448.36<br />

Krasnapolsky <strong>Hotels</strong> Ltd (**) Somerset West Hotel 100% 100% 953.98 1,847.28 (893.30) (857.27) (96.71)<br />

Krasnapolsky ICT B.V. Hilversum Otra actividad 100% 100% 15.54 15.54 - (15.54) -<br />

Krasnapolsky International Holding B.V. Hilversum Holding 100% 100% (2,760.28) 5,209.20 (7,969.48) 3,672.94 (912.65)<br />

Krasnapolsky Management B.V. Amsterdam w.o. activity 100% 100% (34.48) - (34.48) 86.71 (52.22)<br />

Latina Chile SA (*) Santiago de Chile Hotel 100% 100% 12,753.18 13,096.34 (341.63) (12,126.93) (627.78)<br />

Latina de Gestión Hotelera, S.A. (*) Buenos Aires Hotel 100% 100% 47,376.58 74,677.46 (15,796.00) (55,287.14) (3,594.33)<br />

Latinoamericana de Gestión Hotelera, S.A. (*) Madrid Hotel 64.56% 64.56% 136,439.48 129,187.19 (19,995.85) (108,755.75) (435.59)<br />

Leeuwenhorst Congres Center B.V. Noordwijkerhout Hotel 100% 100% 39,486.24 92,506.05 (53,019.81) (37,538.32) (1,947.92)<br />

Lenguados Vivos, S.L. Madrid Hotel 100% 100% 3.02 288.35 (662.30) 395.90 (21.95)<br />

Marquette Beheer B.V. Hilversum Real Estate 100% 100% 163,640.93 212,649.86 (49,008.93) (174,419.79) 10,778.86<br />

Museum Quarter B.V. Amsterdam Hotel 100% 100% 2,029.48 13,826.78 (11,797.29) (1,566.78) (462.70)<br />

Nacional Hispana de <strong>Hoteles</strong>, S.A. (*) México DF Hotel 100% 100% 101,744.89 112,875.70 (4,037.19) (107,442.73) (1,395.78)<br />

<strong>NH</strong> Caribbean Management B.V. Hilversum Management 100% 100% (100.19) 11.66 (111.85) 157.58 (57.40)<br />

<strong>NH</strong> Central Europe Gmbh & Co. KG (**) Germany Hotel 100% 100% 126,440.88 132,446.53 (62,976.55) (69,729.78) 259.80<br />

<strong>NH</strong> Domo y Decoración ,S.L. Madrid Decoration 50% 50% 1.55 3.54 (3.23) (2.41) 2.11<br />

<strong>NH</strong> Framon Italy <strong>Hotels</strong> Management SRL Milano Hotel 100% 100% 36,583.45 36,783.30 (4,675.47) (32,117.03) 9.21<br />

<strong>NH</strong> Hotel Ciutat de Reus, S.A. Barcelona Hotel 90% 90% 1,118.15 14,922.54 (13,652.11) (902.09) (368.35)<br />

<strong>NH</strong> Hotel Rallye, S.A. (*) Barcelona Hotel 100% 100% 67,600.16 520,643.39 (518,547.83) (1,518.22) (577.34)<br />

<strong>NH</strong> <strong>Hoteles</strong> Austria GmbH (**) Vienna Hotel 80% 80% 8.64 13.86 (13.21) (1.53) 0.88<br />

<strong>NH</strong> <strong>Hoteles</strong> Deutschand GmbH (**) Berlin Hotel 80% 80% 61.43 87.82 (74.12) (17.48) 3.79<br />

<strong>NH</strong> <strong>Hoteles</strong> Participaties, NV (**) Hilversum Holding 100% 100% 225,553.56 535,142.00 (26,037.00) (545,022.00) 35,917.00<br />

<strong>NH</strong> <strong>Hoteles</strong> Rumania S.R.L. Bucarest Hotel 100% 100% 222.56 - - - -<br />

<strong>NH</strong> <strong>Hotels</strong> USA, Inc Houston (USA) Real Estate 100% 100% 181.50 284.88 (103.38) (154.02) (27.48)<br />

<strong>NH</strong> Hungary Hotel Management Ltd. (**) Budapest Hotel 100% 100% 0.01 1,520.00 (1,319.00) (430.00) (158.00)<br />

<strong>NH</strong> Italia S.r.l. Milano Hotel 51% 51% 151,298.29 287,698.04 (4,210.53) (287,861.19) 4,373.68<br />

<strong>NH</strong> Lagasca, S.A. Barcelona Hotel 100% 100% 643.38 37,411.62 (33,032.39) (3,242.64) (1,136.59)<br />

<strong>NH</strong> Laguna Palace SpA Mestre - VE Hotel 100% 100% 11,352.74 16,322.15 (5,557.57) (11,978.24) 1,213.67<br />

<strong>NH</strong> Las Palmas, S.A. (*) Gran Canaria Hotel 73.87% 73.87% 12,275.33 28,510.59 (13,552.64) (14,170.68) (787.27)<br />

<strong>NH</strong> Logroño, S.A. Logroño Hotel 76.47% 76.47% 598.65 13,502.00 (11,604.35) (1,575.98) (321.67)<br />

<strong>NH</strong> Málaga, S.A. (*) Málaga Hotel 100% 100% 2,369.31 33,623.96 (28,649.53) (3,043.32) (1,931.11)<br />

<strong>NH</strong> Management Black Sea S.R.L. Bucarest Hotel 100% 100% 29.00 880.00 (130.00) (560.00) (190.00)<br />

<strong>NH</strong> Marin, S.A. (*) Málaga Hotel 50.00% 50.00% 1,423.74 14,378.87 (11,182.03) (2,168.78) (1,028.06)<br />

<strong>NH</strong> Numancia, S.A. Barcelona Hotel 51% 51% 538.71 13,206.16 (12,830.31) (181.56) (194.29)<br />

<strong>NH</strong> Pamplona, S.A. (*) Madrid Hotel 100% 100% 13,409.81 54,786.68 (41,630.94) (12,244.43) (911.31)<br />

<strong>NH</strong> Private Equity, BV Holland Holding 100% 100% 568.11 5,300.53 (4,732.43) (119.42) (448.69)<br />

<strong>NH</strong> Profesional Realizado y Organizado S.L. Madrid Educational 100% 100% 1.89 3.22 (1.57) (1.76) 0.11<br />

<strong>NH</strong> Rallye Krasnapolsky Germany Holding BV Germany Hotel 100% 100% (10,180.90) 9,869.01 (2,259.47) (7,862.12) 252.58<br />

<strong>NH</strong> Rallye Portugal Lda. Portugal Hotel 100% 100% (47.57) 1,688.61 (1,539.78) (47.58) (101.25)<br />

<strong>NH</strong> Romania S.R.L. Rumania Hotel 100% 100% 227.56 1.00 (6.00) - 4.00<br />

<strong>NH</strong> Santander, S.A. Santander Hotel 100% 100% 7,750.04 33,035.36 (31,003.36) (924.32) (1,107.68)<br />

<strong>NH</strong> The Netherlands B.V. (vh GTI B.V.) Hilversum Holding 100% 100% 284,758.81 212,160.58 72,598.23 (321,890.59) 37,131.78<br />

<strong>NH</strong> Tortona Srl Milano Hotel 70% 70% 264.29 10,431.12 (12,109.07) (400.97) 2,078.92<br />

<strong>NH</strong> University, S.L. Barcelona Hotel 100% 100% 30.30 956.23 (902.16) (54.25) 0.18<br />

Nuevos Espacios Hoteleros, S.L. Madrid Hotel 50% 50% 1,452.71 18,212.74 (17,804.31) (971.79) 563.36<br />

Olofskapel Monumenten B.V. Amsterdam Real Estate 100% 100% (100.19) 11.66 (111.85) 157.58 (57.40)<br />

Operadora Nacional Hispana, S.A. De C.V. (*) Mexico DF Real Estate 100% 100% 3,938.89 10,520.10 (6,581.21) (3,378.93) (559.96)<br />

Palatium Amstelodamum N.V. Amsterdam Hotel 100% 100% 6,488.15 33,045.00 (26,556.85) (4,806.91) (1,681.24)<br />

Panorama Hotel SA (*) Córdoba (Argentina) Hotel 100% 100% 6,100.88 6,186.25 (84.75) (5,788.71) (312.78)<br />

Rest. d'Vijff vlieghen en Moeder Hendrina B.V. Amsterdam Holding 100% 100% 154.03 - 154.03 (154.03) -<br />

Restaurant D'Vijff Vlieghen B.V. Amsterdam Restaurants 100% 100% 1,390.81 3,095.29 (1,704.48) (1,101.11) (289.70)<br />

Retail Invest, S.A. Madrid Hotel 100% 100% 24,604.36 18,326.54 (19,418.90) 978.04 114.32<br />

Satme SRL. Messina Hotel 100% 100% 9,500.00 20,844.50 (16,686.13) (4,387.80) 229.43<br />

Servicios Chartwell de Nuevo Laredo, S.A. de C.V. (*) Nuevo Laredo (Mexico) Real Estate 100% 100% (19.61) 109.80 (129.41) 7.46 12.14<br />

Servicios Corporativos Chartwell Aeropuerto, S.A. de C.V. (*) Mexico DF Real Estate 100% 100% - - - (2.20) 2.20<br />

Servicios Corporativos Chartwell Coatzacoalcos, S.A. de C.V. (*) Coatzacoalcos (Mexico) Real Estate 100% 100% (5.97) 38.46 (44.43) 5.90 0.07<br />

Servicios Corporativos Chartwell Juárez, S.A. de C.V. (*) Juarez (Mexico) Real Estate 100% 100% - - - (4.93) 4.93<br />

Servicios Corporativos Chartwell Monterrey, S.A. de C.V. (*) Montrrey (Mexico) Real Estate 100% 100% 9.44 97.60 (88.16) (14.61) 5.17<br />

Servicios Corporativos Hoteleros, S.A. de C.V. (*) Mexico DF Real Estate 100% 100% 366.33 1,161.32 (794.99) (409.49) 43.16<br />

Servicios Corporativos Krystal Zona Rosa, S.A. de C.V. (*) Mexico DF Real Estate 100% 100% (94.70) 270.96 (365.66) 91.43 3.27<br />

Servicios de Operación Turística, S.A. de C.V. (*) Guadalajra (Mexico) Real Estate 100% 100% 150.10 426.29 (276.19) (130.48) (19.62)<br />

Servicios é Inmuebles Turísticos, S.A. de C.V. (*) Guadalajra (Mexico) Hotel 100% 100% 66,847.99 69,847.69 (3,714.71) (64,659.01) (1,473.97)<br />

Servicios Hoteleros Tlalnepantla, S.A. de C.V. (*) Mexico DF Real Estate 100% 100% (5.39) 3.66 (9.05) 5.39 -<br />

Sotogrande, S.A. (*) Cádiz Real Estate 96.68% 96.68% 201,011.36 266,299.00 (54,524.00) (201,149.00) (10,626.00)<br />

Stadskasteel Oudaen B.V. Utrecht w.o. activity 100% 100% (1,099.76) - (1,099.76) 1,099.87 (0.11)<br />

t Goude Hooft B.V. The Hague w.o. activity 100% 100% (1,076.08) - (1,076.08) 1,076.08 -<br />

Toralo S.A. (*) Uruguay Hotel 100% 100% 1,576.71 8,171.00 (2,340.00) (6,222.00) 391.00<br />

VSOP VIII B.V. (**) Groningen Hotel 50% 50% 921.33 6,706.68 (5,785.35) (548.76) (372.57)<br />

(*) Companies audited by Deloitte<br />

(**) Companies audited by PriceWaterhouseCoopers<br />

64<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006


APPENDIX II: JOINT VENTURES<br />

The following table gives information on the Company's joint ventures as 31 December 2006:<br />

Euros 000s<br />

% of voting Net value<br />

Principal % holding rights recorded<br />

business of of parent controlled on parent Profit (loss)<br />

Address of investee company by parent company’s for the<br />

Investee commpany investee company in investee company books Assets Liabilities Equity year<br />

Los Alcornoques de Sotogrande, S.L. San Roque Real Estate 50% 50% 250.00 15,037.00 (14,537.00) (500.00) -<br />

Resco Sotogrande, S.L. San Roque Real Estate 50% 50% 817.00 15,744.00 (13,252.00) (2,514.00) 22.00<br />

Residencial Marlin, S.L. (*) San Roque Real Estate 50% 50% 1,500.00 68,634.00 (66,013.00) (2,531.00) (90.00)<br />

(*) Sociedad auditada por Deloitte<br />

APPENDIX III: ASSOCIATED COMPANIES<br />

The following table gives information on the Company's associated companies as 31 December 2006:<br />

Euros 000s<br />

Method used % voting rights Profit (loss)<br />

to account for controlled by Net book for the<br />

Company Address Business investment % holding <strong>NH</strong> <strong>Hoteles</strong> on books Assets Liabilities Equity year<br />

Fonfir 1, S.L. Madrid Real Estate Equity method 50% 50% 16 200 (230) (13) 43<br />

Jolly <strong>Hotels</strong>, SpA (*) (***) Italy Hotel Equity method 20% 20% 35,496 417,515 (354,892) (68,144) 5,522<br />

Palacio de la Merced, S.A. Burgos Hotel Equity method 25% 25% 1,115 26,818 (21,755) (4,913) (150)<br />

Harrington Hall Hotel, Ltd. (**) (***) London Hotel Equity method 25% 25% 1,365 73,298 (70,408) (2,463) (427)<br />

Caribe Puerto Morelos, S.A. de C.V. (**) México D.F. Real Estate Equity method 100% 100% 29,044 28,299 - (28,299) -<br />

Corporación Hotelera Dominicana, S.A. (**) Santo Domingo Real Estate Equity method 25% 25% 15,493 62,158 (1,517) (60,657) 16<br />

Corporación Hotelera Oriental, S.A. (**) Santo Domingo Hotel Equity method 25% 25% 1,905 8,310 (740) (7,583) 13<br />

Promociones Marina Morelos, S.A. de C.V. (**) Cancún Hotel Equity method 20% 20% 4,803 10,960 - (10,960) -<br />

Losan Investment,Ltd. (**) London Hotel Equity method 30% 30% 2,192 50,028 (43,486) (6,106) (436)<br />

(*) Records net equity for 2005 and an estimate of profit (loss) for 2006<br />

(**) See Note 2.4.6<br />

(***) Companies audited by Deloitte<br />

<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 65


www.nh-hotels.com<br />

Santa Engracia, 120<br />

28003 • Madrid • Spain<br />

T: +34 91 451 97 18<br />

F: +34 91 451 97 69<br />

Due to its commitment to Environmental Conservation,<br />

<strong>NH</strong> <strong>Hotels</strong> has printed this Report on a paper<br />

manufactured with 50% pure cellulose (ECF), 40% preconsumer<br />

selected recycled fibre and 10% postconsumer<br />

uncoloured recycled fibre.<br />

Inks are based exclusively on vegetable oils with a<br />

minimum content in volatile organic compounds<br />

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Varnish is mainly based on natural and renewable raw<br />

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