1 CONSOLIDATED DIRECTORS' REPORT During 2003 the NH Hoteles Group has continued to develop its strategy aimed at creating a strong European brand. Thus, this year, the process for divesting out of non-strategic hotels has been successfully completed. Worthy of note is the sale of the Hotel Princesa Sofia in Barcelona and the sale of the Hotel Crowne Plaza in Brussels. The Hotel NH Pedralbes and the Hotel NH Sant Angelo have also been sold and at the beginning of 2004 the sale of the Hotel NH Krystal Cancun has been signed. In order to reorganise the activities of Sotogrande, S.A. and AHORA, S.L. and to avoid the likely overlapping of new projects that could arise between the two companies and after NH Hoteles acquired, at the end of 2002, 49% of the holding held by the  Caja  Madrid  Group  in  AHORA,  S.L.,  in  the  course  of  the  same  operation  in  January  2003  the  Caja  Madrid  Group acquired a 17.3% holding in Sotogrande, S.A. Sotogrande, S.A. then acquired from AHORA, S.L. the assets relating to the golf and luxury hotel business. At the end of 2003, the Group is present in 16 countries, with a total of 34,329 rooms, 80% of its establishments are in Spain, Germany, the Netherlands and Belgium. INTEGRATION Given  the  kind  of  business  the  Group  is  engaged  in,  no  capital  expenditures  have  been  incurred  in  Research  and Development. In 2003 the process to internationalise the company was completed with the change in the corporate image, which means that all the brands are integrated so that NH has a new worldwide corporate image. Significant progress has also been made on introducing the back-office system in Spain and the Netherlands, where it has been practically completed. It has now begun to be introduced in all the other business units where it is expected to be operational by the end of 2004. RESULTS The net earnings of NH Hoteles fell by 40.6% in 2003 to 50.85 million euros, compared to 85.7 million euros in 2002. With regard to the Operating Results, as can be seen in the Consolidated Operating Accounts on the next page, it was 30,5% down compared to the previous year, totalling 155.33 million euros. In 2003 the group's revenues have remained steady and further worsening of operating margins has been prevented by strictly holding down costs at the hotels and in Central Services. It should be borne in mind that in 2003, NH Hoteles has been restructured internally. There have therefore been increased costs of Central Services. The most significant have been those arising from the expansion of the international offices, the realocation of employees from hotels to central offices and the costs of the new information systems developed. Sales in the hotels in Europe were down by 7% and operating income was down by 22%. This trend has been partially compensated  as  operational  expenses  have  been  held  down  and  fell  by  2.7%  This  downtrend  is  the  result  of  the unfavourable economic environment and a higher level of competition. The Latin American business contributed 12.4% to Operating Results. This is mainly due to the new hotels integrated in NH Mexico, but above all to an improvement in operational performance in occupancy rates, prices in local currency and to the efforts made to control operating costs which were down by 9.7% compared to 2002. At Sotogrande, revenues  from the property business were down by 10.3% to 56.88 million euros, and the Operating Result stands at 31.6 million euros. The sales margin has improved to 55.5% compared to 52.8% in 2002. Sotogrande contributed 10.3 million euros to the Group's net profits. Furthermore, as at 31 December, sales where commitments had been made which had yet to be recorded in the accounts still amounted to 70.22 million euros, twice the 34.83 million euros at the end of 2002.
2 Prospects for 2004, in spite of the poor environment, are viewed with optimism and an improvement is expected compared to the trend in 2003. 93 94 95 96 97 98 99 00 01 02 03 Until 31/01/04 AVERAGE DAILY TRADING (in million euros) 1993-2004 This Consolidated Operating Account is drawn up using criteria for grouping hotel operations which are not always the same as the accounting criteria used in the Consolidated Annual Accounts of the NH Hoteles Group. SHARES AND SHAREHOLDERS During 2003, the Group has carried out several operations to purchase (1,314,782 shares) and sell (2,100,000 shares) its own shares,  within  the  limits  stipulated  by  law  and  has  made  the  required  notifications  to  the  National  Securities  Market Commission. At the year end, NH Hoteles, S.A. held 204,512 of its own shares, representing 0.17% of its share capital at a total cost of 1.54  million  euros.  In  compliance  with  accounting  rules  governing  the  holding  of  own  shares,  the  Group  has  reversed provisions for 4.96 million euros. After this reversal, the own shares held are stated at their theoretical book value of 5.14 euros per share. During  2003,  227,932,416  shares  in  NH  Hoteles,  S.A.  were  traded  on  the  Continuous  Market  (173,412,707  in  2002).  This represents 1.91 times (1.45 times in 2002) the total number of shares into which the share capital is divided, with an average daily rate of trading of 911,729 shares on the Continuous Market, 31% up on the previous year. CONSOLIDATED MANAGEMENT ACCOUNT (million euros) 2003 % 2002 % Variación Total revenues 927.34 100.0% 930.11 100.0% (0.3%) Operating charges (772.01) 83.2% (706.52) (76.0%) 9.3% OPERATING PROFIT/(LOSS) 155.33 16.8% 223.59 24.0% (30.5%) Depreciation (79.44) (8.6%) (75.04) (8.1%) 5.9% Financial profit/(loss) (29.94) (3.2%) (35.06) (3.8%) (14.6%) Profit/(loss) using the equity method 0.83 0.1% (2.90) (0.3%) (128.6%) Write-down difference on consolidation Sotogrande (2.60) (0.3%) (3.43) (0.4%) (24.2%) ORDINARY PROFIT/(LOSS) 44.18 4.8% 107.16 11.5% (58.8%) Net extraordinary profit (loss) 28.36 3.1% 27.93 3.0% 1.5% PROFIT BEFORE TAXATION 72.54 7.8% 135.09 14.5% (46.3%) Corporation tax (16.92) (1.8%) (28.32) (3.0%) (40.3%) Minority interests (4.77) (0.5%) (21.11) (2.3%) (77.4%) PROFIT AFTER TAXATION 50.85 5.5% 85.66 9.2% (40.6%) CASH FLOW 132.89 14.3% 164.13 17.6% (19.0%) 93 94 95 96 97 98 99 00 01 02 03 Until 31/01/04 CAPITALISATION (in million euros) 1993-2004
3 150 140 130 120 110 100 90 80 70 60 50 40 30 20 10 0 NH HOTELES IBEX 93 94 95 96 97 98 99 00 01 02 03 Until 31/01/04 AVERAGE DAILY TRADING IN SHARES 1993-2004 The charts show the trends in share prices and market capitalisation in recent years. The average rate for the year 2003 has been 8.88 euros, compared to 11.19 euros the year before, with a peak of 10.42 euros in September and a minimum of 7.00 in March. The top price in 2002 was 14.76 euros and the minimum 7.85 euros. TREND NH HOTELES - IBEX    DECEMBER 1998 - JANUARY 2004