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Subsidiary company Instrument Fair value 31.12.2012 Fair value 31.12.2011 Outstanding notionals / Amount Financial Financial 31.12.2012 31.12.2013 31.12.2014 31.12.2015 and subsequent Efficient hedges NH FINANCE, S.A. Collar - (376) - - - - NH FINANCE, S.A. IRS (5,690) - 316,083 284,475 252,866 189,650 Total efficient hedges (5,690) (376) 316,083 284,475 252,866 189,650 Inefficient hedges NH FINANCE, S.A. Options - (1,224) - - - - Donnafugata Resort Cap (124) (184) 12,259 11,187 10,634 - Total inefficient hedges (124) (1,408) 12,259 11,187 10,634 - Total hedges (5,814) (1,784) 328,342 295,662 263,500 189,650 In order to determine the fair value of interest rate derivatives (IRS, collars and others), the Group uses discounted cash flow on the basis of the implicit rates determined by the euro interest rate curve according to market conditions on the date of valuation. These financial instruments have been classified as level 2 instruments in accordance with the calculation hierarchy established in the IFRS 7. Efficient hedges The Group hedges the interest-rate risk of part of the syndicated loan (through NH Finance, S.A.) and other variable interest-rate loans in euros, through interest rate swaps (IRS). In IRS, interest rates are swapped so that the Group receives a variable interest rate from the bank (3-month Euribor rate) in exchange for a fixed interest payment for the same nominal amount. The variable interest rate received from the derivative offsets the interest payment of the financing line being hedged. The end result is a fixed interest payment for the financing line hedged. In 2012, the Group signed interest-rate swap agreements for €316 million, equivalent to 100% of the A1 tranche of the syndicated loan for NH Finance, S.A., at an average rate of 1.02%. The figure booked in Shareholders’ Equity as the effective part of the cash flow hedging relationships of the IRS, net of any taxes, totalled minus €5,314 thousand at 31 December 2012 (plus €6,201 thousand at 31 December 2011). Inefficient hedges The Group hedges the interest-rate risk of part of its euro loans, using a Cap interest-rate option. The Cap hedging agreement sets a maximum interest-rate limit in exchange for a premium. If the interest rates exceed this limit, the financial institution will pay the Group the differential laid down in the agreement. The change in the fair value of this interest-rate derivative contributed €62 million in 2012 (€27 million in 2011) to the consolidated comprehensive profit and loss statement. The financial instrument contracted by NH Finance, S.A. in relation to the syndicated loan, whereby the Company was paying the bank an interest rate varying between 3.2% and 4.2%, provided the Euribor rate touched a specific fixed limit of between 2.65% and 3.50%, matured on 2 February 2012. The effect of settling this hedge contributed €1,224 thousand to the consolidated comprehensive profit and loss statement for 2012. 19.2 Sensitivity analysis of derivative financial instruments Interest rate sensitivity analysis Changes in the fair value of the interest rate derivatives contracted by the Group depend on the long-term change in the euro interest rate curve. The fair value of these derivatives totalled minus €5,814 thousand at 31 December 2012 (€1,784 thousand at 31 December 2011). The details of the sensitivity analysis on the fair values of the derivatives contracted by the Group at year-ends 2012 and 2011 in both Shareholders’ Equity (“efficient hedges”) as well as in Profit (Loss) (“inefficient hedges”) are shown below: € Thousand Sensitivity Shareholders’ Equity Profit (Loss) 2012 2011 2012 2011 +0.5% (rise in the rate curve) 3,790 - 1 10 -0.5% (fall in the rate curve) (3,790) - (1) (5) 92 REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
20. SHARE-BASED REMUNERATION SCHEMES A remuneration scheme linked to the listed value of shares approved in May 2007 was in force in the Group at 31 December 2012. The changes in the number of rights granted within the framework of this Remuneration Scheme in 2012 and 2011 were as follows: Plan 2007 In force at 31 December 2010 3,123,517 Cancelled options (941,913) In force at 31 December 2011 2,181,604 Cancelled options (118,075) In force at 31 December 2012 2,063,529 On 29 May 2007, the General Shareholders’ Meeting announced and approved a stock option plan called “Plan 2007” for specific employees of the Group, dividing them into two groups. Upon maturity of the scheme in April 2013, these employees will have received, as appropriate, remuneration equivalent to the difference between the exercise or “strike” price of the option and the settlement price, this being the list price of the shares over the last ten stock market sessions prior to the exercise date. The main characteristics of the Plan are as follows: - Beneficiaries: Employees of NH Hoteles, S.A. and its group of companies who have been designated by the Appointments and Remuneration Committee. At 31 December 2012, 103 Group employees benefited from the scheme. These employees have been awarded a total of 2,063,529 options. - Maximum number of assignable options: 3,790,000 options. - Strike price: €17.66 for the first group, comprising 20 executives, and €15.27 for the second group, made up of 83 executives. As required by the Master Plan, this exercise price must be reduced by €0.71, the theoretical value of the preferential subscription right of the capital increase carried out in June 2009. This Plan is valued and booked in the consolidated comprehensive profit and loss statement, as indicated in Note 4.16. The impact of the Plan on the consolidated comprehensive profit and loss statement for 2012 led to a reduction of €400,000 (a reduction of €136,000 in 2011) in personnel expenses The main hypotheses used in the valuation of this Plan, which was granted in 2007, are as follows: - Period of employment before being able to exercise the option: Up to five years, the Plan’s maximum term (“equity swap”). The Plan may be exercised in thirds on an annual basis. - Risk-free rate: 1.59% - Return per dividend: 0.16% The Group entered into an equity swap arrangement in November 2007 to hedge against any possible financial liabilities arising from the exercise of this Incentive Plan linked to the listed value of shares. Subsequently, a novation amending this agreement was signed on 13 June 2009 to complement the financial hedge and adjust it to new market conditions. The main features of this agreement, after it was amended, are as follows: - The number of shares, which were initially equivalent to the maximum number of options granted, was increased to a total of 6,316,666 after the capital increase approved by the Parent Company General Shareholders’ Meeting on 16 June 2009. - The Group will pay the financial institution a return based on Euribor plus a spread to be applied on the result of multiplying the number of units by the initial price. - The Group may totally or partially rescind the agreement in advance, and should this be the case, if the share is listed below its initial price, the Group will pay the financial institution this difference. Should the list price be above the initial price, but below the strike prices, the Group will receive the difference between both amounts. Applying accounting standards, the Group allocated a provision of €40.34 million under liabilities in the consolidated balance sheet at 31 December 2012, in order to hedge against any eventual loss the bank could suffer as a result of the negative evolution of the price of the shares covered by the swap (see Note 25). The change in fair value of this financial instrument contributed €3 million to the consolidated comprehensive profit and loss statement in 2012 (a loss of €9.2 million in 2011). The details of the provision’s calculation at 31 December 2012 are as follows: € Million Old shares New shares Total Number of stock options in the plan 3.79 2.53 6.32 Required provision 50.60 5.68 56.28 Transfer price 13.35 2.25 8.91 Listing December 2012 - - 2.61 Share price at end of December 2012 - - 16.49 Provision to be allocated - - 39.79 Updated financial flows - - 0.55 Total provision - - 40.34 The Company has entirely provisioned the aforementioned amount (Note 25). REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 93
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ANNUAL REPORT 2012 CONSOLIDATED FIN
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ANNUAL REPORT 2012 CONSOLIDATED FIN
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8. TANGIBLE FIXED ASSETS 80 9. REAL
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INDEPENDENT AUDITORS’ REPORT ON C
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The consolidation of the Spanish ho
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Benelux is different, given that it
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OVERVIEW OF NH RISK POLICY NH’s o
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EVOLUTION NH HOTELES - IBEX DECEMBE
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ANNUAL CORPORATE GOVERNANCE REPORT
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In the event of any modification or
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Total number of executive directors
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Name or trade name of director Trad
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B.1.13 Indicate, on an aggregate ba
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The proposals to appoint directors
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) When they are removed from the ex
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B.1.30 State the number of meetings
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MR JOSÉ ANTONIO CASTRO SOUSA HOTEL
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EXECUTIVE OR DELEGATE COMMITTEE Nam
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) Competencies The primary function
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C - RELATED-PARTY TRANSACTIONS C.1
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Page 43 and 44: Description of functions The Audit
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Page 77 and 78: year-end are likewise charged to th
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Page 87 and 88: iii) Other non-available reserves
Page 89 and 90: Mortgage guarantee loans, whether s
Page 91: On 26 October 2012, the Court of Ar
Page 95 and 96: Provisions for pensions and similar
Page 97 and 98: Total Corporate Tax Income or Expen
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Page 101 and 102: Contingent assets and liabilities T
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Page 107 and 108: FUNDING AGREEMENTS € Thousand 201
Page 109 and 110: 29.1 Information on main segments
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Page 113 and 114: After the capital increase, the sha
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Page 117 and 118: ANNEX I: SUBSIDIARIES Data on the C
Page 119 and 120: Investee company Registered address
Page 121 and 122: ANNUAL REPORT OF THE AUDIT COMMITTE
Page 124: websites OF INTEREST: ITP INTERNATI
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