NH HOTELES, S.A. AND DEPENDENT COMPANIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR 2006 1 ACTIVITY AND STRUCTURE OF THE PARENT COMPANY NH  HOTELES,  S.A.  (hereinafter  the  Parent  Company)  was  incorporated  as  a  Spanish  public  limited  company  (“sociedad anónima”)  in  Spain  on  23  December  1881  under  the  name  “Material  para  Ferrocarriles  y  Construcciones,  S.A.”,  which  was subsequently changed to “Material y Construcciones, S.A.” (MACOSA) and then to “Corporación Arco, S.A.” In  1992,  Corporación  Arco,  S.A.  took  over  Corporación  Financiera  Reunida,  S.A.  (COFIR)  taking  the  corporate  name  of  the absorbed company and adapting its corporate purpose to the new activity of the Parent Company, based on management of its portfolio of shareholdings. In 1998 Corporación Financiera Reunida, S.A. (COFIR) merged with Grupo Catalán, S.L. and subsidiaries and Gestión NH, S.A. via their takeover. Corporación Financiera Reunida, S.A. (COFIR) later took over NH Hoteles, S.A. and took the corporate name of the absorbed company and extended its corporate purpose to allow it to directly carry out hotel activities, activities it was already carrying out indirectly through its subsidiary companies. The information relating to these mergers is set out in the annual accounts for the years in which these transactions took place. In October 1999 a takeover bid was made for 100% of the capital of Sotogrande, S.A. which has enabled NH Hoteles to obtain a majority shareholding of over 75% at all times. In 2000 the expansion strategy began, essentially in Europe, aimed at creating a strong world brand in the city hotel segment. This  began  with  the  integration  of  the  Dutch  Hotel  firm  “Krasnapolsky  Hotels  and  Restaurants,  N.V.”,  continued  with  the acquisition of the Mexican company “Nacional Hispana de Hoteles, S.R.L. de C.V.” in June 2001 and in 2002 with the purchase of the German hotel company Astron Hotels. In 2003-2005, through organic growth, the Group entered several European markets, such as Italy and Romania, and new cities such  as  London.  In  2005,  it  also  embarked  on  its  growth  strategy  in  the  quality  tourism  sector  and  with  a  high  real  estate component with projects in Cap Cana (Dominican Republic) and Rivera Maya (Mexico). In 2006, after the consolidation of the acquisitions made in previous periods, the Group continued its international expansion strategy, with the acquisition of the Italian chain Framon and the agreement with Joker Partecipazioni, S.r.l. and Banca Intesa, S.p.a. (today Banca Intesa Sanpaolo, S.p.a.) to acquire not less than 75% of the share capital of Jolly Hoteles, S.p.a. At the end of 2006, NH Hoteles was already present, with operating hotels, in 19 countries, with 269 hotels and 38,990 rooms, 70% of which are in Spain, Germany and the Benelux countries. NH Hoteles S.A.'s registered address is in Madrid. 2 BASIS OF PRESENTATION OF THE CONSOLIDATED ANNUAL ACCOUNTS AND CONSOLIDATION PRINCIPLES 2.1 Basis of presentation of the annual accounts The consolidated annual accounts for 2006, prepared by the Directors of NH Hoteles, S.A. at a Board Meeting held on 27 March 2007, have been obtained from the accounting records and annual accounts of the Parent Company and its Dependent Companies. These  consolidated  annual  accounts  have  been  prepared  in  accordance  with  the  International  Financial  Reporting  Standards (IFRS) adopted by the European Union in accordance with the terms of Regulation (EC) Nº 1606/2002, of the European Parliament and the Tax, Administrative and Social Policy Measures Act, Law 62/2003, dated 30 December, to give a true and fair view of the equity and financial situation of the Group as at 31 December 2006 and the results of its operations, changes in net equity and the cash flows that have occurred in the Group during the year then ended in accordance with prevailing legislation. The consolidated annual accounts of the Group and of the companies that comprise it for 2006 are pending approval by their respective  shareholders’  meetings.  However,  the  Directors  of  the  Parent  Company  believe  these  annual  accounts  will  be approved without significant changes. The  NH  Hoteles  Group  has  decided  to  implement  earlier  than  required  the  changes  of  IAS  1:  “Presentation  of  Financial Statements”, that requires the inclusion of new breakdowns that enable users to assess the objectives; policies and procedures for the management of capital (see Note 15). Other  standards  issued  by  the  appropriate  bodies  but  whose  implementation  is  not  obligatory  in  2006  would  not  have  a significant impact on these consolidated annual accounts. NH Consolidated financial statements 2006 17
2.2 Currency of presentation These annual accounts are presented in euros. Foreign currency transactions are recorded according to the criteria described in Note 4.8. 2.3 Responsibility for information, estimates made and sources of uncertainty The information contained in these annual accounts is the responsibility of the Directors of the Parent Company. In  these  consolidated  annual  accounts  management  of  the  Group  and  of  the  consolidated  companies  have  used  estimates (subsequently  ratified  by  their  Directors)  to  quantify  some  of  the  assets,  liabilities,  revenues,  expenses  and  commitments recorded therein. Basically, these estimates refer to: - Impairment losses on certain assets - The assumptions used in the actuarial calculation of pension liabilities and other personnel commitments   - The useful life of tangible and intangible assets - The valuation of goodwill on consolidation - The market value of certain assets - Estimates of onerous contracts These estimates are made on the basis of the best information available (see Note 4). However, future events might require these to be changed, which would be done in accordance with IAS 8. At the date of publication of these consolidated financial statements no event exists that might represent a significant source of uncertainty as regards the accounting impact such events might have in future years. 2.4 Consolidation principles used 2.4.1 Dependent companies Dependent companies are defined as subsidiaries included in the scope of consolidation which are directly or indirectly managed by the Parent Company because it holds a majority of the voting rights in their representative and decision-making bodies and is able to exercise control, as demonstrated when the Parent Company is able to direct the financial and operating policies of an investee company for the purpose of obtaining a profit from its activities. The annual accounts of the dependent companies are fully consolidated with those of the Parent Company. Consequently, all significant balances and effects of the transactions carried out among these companies have been eliminated on consolidation. Minority shareholders’ interest in the equity and income of the Group are presented respectively under “Minority Interests” in the consolidated balance sheet and consolidated income statement. The profit and loss of dependent companies acquired or disposed of during the year are included in the consolidated income statement as from the effective date of acquisition or disposal, as appropriate. 2.4.2 Joint Ventures Joint ventures are managed jointly by the Parent Company and by third parties unrelated to the Group, with all parties having equal control. The annual accounts of joint ventures are consolidated using the proportional method so that the aggregation of balances and subsequent eliminations are made in the same proportion as the Group’s shareholding represents of the capital of these entities. Whenever necessary, the financial statements of these companies are adjusted to bring their accounting policies into line with those used by the Group. 2.4.3 Associated companies Associated companies are defined as companies where the Parent Company has the ability to exercise a significant influence, although neither control nor joint control. In general, significant influence is deemed to exist whenever the percentage of the (direct or indirect) shareholding of the Group exceeds 20% of the voting rights, provided it does not exceed 50%. In the consolidated annual accounts, associated companies are consolidated using the equity method, i.e. at the fraction of their net worth represented by the Group's shareholding in their capital, after taking into account any dividends received and any other equity eliminations. 2.4.4 Valuation of consolidated companies on acquisition Prior  to  1  January  2004,  when  the  NH  Group  changed  over  to  IFRS,  the  difference  between  the  cost  of  acquisition  of  a shareholding in a consolidated company and its underlying book value on the date of purchase that could not be allocated so as to increase or reduce the value of assets to their market value, were included, if positive, in the “Goodwill” caption of the consolidated balance sheet. NH Consolidated financial statements 2006 18
Assets and liabilities of dependent companies and joint ventures acquired after IFRS came into force are valued at their market values on the date of acquisition. Any excess cost of acquiring the identifiable net assets with respect to their market values is included in the “Goodwill” caption of the consolidated balance sheet. Goodwill generated in acquiring associated companies is recorded as an increase in the value of the shareholding. 2.4.5 Translation of foreign currency Balance sheet and income statement captions of foreign companies included in the scope of consolidation have been translated into euros using the following criteria: - Assets and liabilities have been translated at the official year-end exchange rate. - Equity has been translated using the historical exchange rate. The historical exchange rate used for companies included in the scope of consolidation prior to the transition date is that prevailing on 31 December 2003. - The income statement has been translated using the average exchange rate for the year. The differences resulting from the use of these criteria have been included in the caption “Translation differences” under the “Equity “ caption of the consolidated balance sheet. Adjustments made to the market value and goodwill of a foreign company when this is acquired, due to the application of IFRS, are treated as assets and liabilities of the company and are translated at the year-end exchange rate. 2.4.6 Changes to the scope of consolidation Set out below are the most significant changes in the scope of consolidation during 2006 and 2005 that affect the comparison of figures from one year to the next: A. Changes in the scope of consolidation during 2006 Additions The companies which the NH Hoteles Group brought into the scope of consolidation during 2006, and the consolidation method used, were as shown below: On 10 March 2006 the company Losan Investment, Ltd. was incorporated, with the NH Hoteles Group, through its subsidiary NH 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 (London) operated under lease by NH Hoteles, S.A. On 25 May 2006 the acquisition was executed of 35.63% of the share capital of Latinoamericana de Gestión Hotelera, S.A. by means  of  an  exchange  of  the  shares  held  by  Equity  International  Properties,  Ltd.  in  the  said  company  (1,162,439  shares)  for 4,250,000 newly issued shares of NH Italia, S.r.l. with a nominal value of 2 euros each and a share premium of 11.50 euros per share. On 2 August 2006 an agreement was signed between NH Italia, S.r.l. and Tourist Ferry Boat, S.r.l. to set up a joint venture, NH- Framon Italy Hotel Management, S.r.l. 75% owned by NH Hoteles, S.A. and 25% by Tourist Ferry Boat, Srl. Under the agreement, NH Hoteles contributed to the joint venture the assets it held at that date in Italy, and Tourist Ferry Boat, S.r.l contributed fifteen hotels  and  four  projects  operated  under  the  Framon  brand  through  the  sale  of  two  companies  (Satme  Invest,  S.r.l.  and 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 NH Hoteles, S.A. in this deal, which is performing at 31 December 2006, will amount to 23 million euros. NH Consolidated financial statements 2006 19 Company Methods of consolidation Effective date of acquisition NH-Framon Italy Hotel Management, S.r.l. Full 31/12/2006 Satme Invest, S.r.l. Full 31/12/2006 Immobiliare Quattro Canti, S.r.l. Proportional 31/12/2006 Donnafugata Resort, S.r.l. Full 01/01/2006 Grande Jolly, S.r.l. (a) Full 31/12/2006 Los Alcornoques de Sotogrande, S.L. (a) Proportional 31/12/2006 Fast Good Islas Canarias, S.L. (a) Full 07/02/2006 Losan Investment, Ltd. Equity method 10/03/2006 (a) Companies incorporated by the NH Hoteles Group
On 26 December 2006 there concluded the tender offer formulated by the Parent Company for 100% of the share capital of Sotogrande, S.A., through the issue, once the result of the tender offer was known, of 7,815,589 ordinary shares with a nominal 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 Sotogrande, S.A., initially targeted 20.939% of the share capital, represented by 8,770,130 shares, with an exchange ratio of one new share of NH Hoteles, S.A. per share of Sotogrande, S.A. Shown below is the impact on the consolidated balance sheet at 31 December 2006 of the companies added to the scope of consolidation during present year: As at 31 December 2006, investment in Jolly Hotels, S.p.a. has not been brought into the scope of consolidation of the Group because at that date the Group neither held a majority of the voting rights in the representative and decision-making bodies, nor was able to exercise its control, or had power to manage financial and operating policies of the said company (see Note 9). Retirements On 31 January 2006 the 56.9% interest held by the Group through Sotogrande, S.A. in Aymerich Golf Management, S.L. was sold for a total of 1.84 million euros. Capital gains of 1.1 million euros were recorded on the transaction. 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 signed cross call and put options over the remaining 25%, to be exercised within the following 18 months, for an amount ranging between 3.6 and 3.7 million euros. The capital gain recorded on this transaction was 6.6 million euros. Shown in the following table is the effect that retirement of the aforesaid companies has had on the consolidated balance sheet at 31 December 2006: NH Consolidated financial statements 2006 20 Book value Adjustments Fair value Tangible Fixed Assets 39,291 12,142 51,433 Other intangible assets 872 (247) 625 Deferred tax assets 242 - 242 Inventories 93 - 93 Trade debtors and other accounts receivable 12,609 - 12,609 Cash and other cash equivalents 20,404 - 20,404 Trade creditors and other accounts payable (25,625) - (25,625) Bank loans (372) - (372) Tax liabilities (15,441) - (15,441) Deferred tax liabilities (11) - (11) Net assets acquired 32,062 11,895 43,957 Goodwill (Note 6) 984 Total investment 44,941 Value of retirement Amount 31.12.05 Tangible Fixed Assets 8,298 6,736 Other intangible assets 33 31 Inventories 1,401 98 Trade debtors and other accounts receivable 3,127 5,398 Cash and other cash equivalents 41 37 Trade creditors and other accounts payable (859) (989) Tax liabilities (3,498) (3,491) Bank loans (731) (1,317) Goodwill attributable (223) (223) Total 7,589 6,280 Profits generated on disposal 7,711 Total contribution 15,300
NH Consolidated financial statements 2006 21 On 3 November 2005, the NH Hoteles Group acquired a 50% holding in the companies Corporación Hotelera Dominicana, S.A. and Corporación Hotelera Oriental, S.A., both with registered office in Santo Domingo. The purpose of the two companies is to pursue a property and hotel project in the province of La Altagracia, Dominican Republic. The shareholder structure of these companies was modified in 2006, by means of the sale to Caja Duero of 25% of the holding. The result of that transaction was not significant. B. Changes in the scope of consolidation during 2005 Additions: The companies which the NH Hoteles Group brought into the scope of consolidation during 2005 were as shown below: - Caribe Puerto Morelos, S.A. de C.V. - Promociones Marina Morelos, S.A. de C.V. - Corporación Hotelera Dominicana, S.A. - Corporación Hotelera Oriental, S.A. - NH Romanía, S.r.L. (Hotel NH Bucarest and NH Timisoara) - Inmobiliaria y Financiera Aconcagua, S.A. (Hotel Crillón, Buenos Aires) - Atardecer Caribeño, S.L.U. (manager of the Cayo Coco hotels) - Fast Good América, S.L. - Fast Good Península Ibérica, S.L. - Cofir, S.L. - NH Domo, S.L. - Desarrollo Inmobiliario Santa Fé México, S.A. de C.V. During January 2005 the minority shareholder of Nacional Hispana de Hoteles, S.R.L. de C.V. exercised its put option on its shares, representing 38% of the share capital of that company, for 33 million euros, as a result of which the direct and indirect holding of NH Hoteles rose to 78.03%. 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 operates the NH Harrington Hall hotel in London under a lease agreement. Furthermore, on 6 April 2005 the Group acquired the remaining 20% of NH Hoteles Deutschland, GmbH and NH Hoteles Austria, 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). 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, together with the company Promociones Marina Morelos, S.A. de C.V., with registered address in Cancun, has as its object the development  of  two  hotels  and  a  real  estate  project  in  Rivera  Maya  (Mexico).  The  NH  Group  currently  has  a  20%  holding  in Promociones Marina Morelos, S.A. de C.V. and a 90% holding in Caribe Puerto Morelos, S.A. de C.V., although the shareholder structure of this latter company has not been fully defined and is likely to change in the short term. Retirements: During 2005 the companies Desarrollo Hotelero Lázaro Cárdenas, S.A. de C.V. and Servicios Inmobiliarios de Balsas, S.A. de C.V., the companies that own the NH Lázaro Cárdenas hotel, were sold and therefore were taken out of the scope of consolidation. The result of these operations was not significant. 3 DISTRIBUTION OF NET RESULT The application of profit/(loss) for 2006 proposed by the Board of Directors of the Parent Company is as follows: The distribution of the result for 2005 is set out in the Statement of Changes in Consolidated Net Equity. Euros 000s Accumulated losses (2,290) Loss of the Parent Company (2,290) Reserves in companies consolidated by: Full Consolidation 63,434 Proportional method 34 The equity method 1,270 Profit of the Consolidated Group 62,448